0001193125-18-159839.txt : 20180511 0001193125-18-159839.hdr.sgml : 20180511 20180511060931 ACCESSION NUMBER: 0001193125-18-159839 CONFORMED SUBMISSION TYPE: S-1 PUBLIC DOCUMENT COUNT: 62 FILED AS OF DATE: 20180511 DATE AS OF CHANGE: 20180511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AVALARA INC CENTRAL INDEX KEY: 0001348036 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 911995935 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1 SEC ACT: 1933 Act SEC FILE NUMBER: 333-224850 FILM NUMBER: 18824855 BUSINESS ADDRESS: STREET 1: 1100 2ND AVENUE STREET 2: SUITE 300 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: (206) 641-2560 MAIL ADDRESS: STREET 1: 1100 2ND AVENUE STREET 2: SUITE 300 CITY: SEATTLE STATE: WA ZIP: 98101 S-1 1 d317509ds1.htm S-1 S-1
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As filed with the Securities and Exchange Commission on May 11, 2018

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

AVALARA, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Washington   7372   91-1995935

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(IRS Employer

Identification No.)

255 South King Street, Suite 1800

Seattle, Washington 98104

(206) 826-4900

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

Scott M. McFarlane

Chairman, Chief Executive Officer, and President

Avalara, Inc.

255 South King Street, Suite 1800

Seattle, Washington 98104

(206) 826-4900

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

 

 

Copies to:

 

David F. McShea

Andrew B. Moore

Allison C. Handy

Perkins Coie LLP

1201 Third Avenue, Suite 4900

Seattle, Washington 98101

(206) 359-8000

 

Alesia L. Pinney

Executive Vice President,

General Counsel, and Secretary

Avalara, Inc.

255 South King Street, Suite 1800

Seattle, Washington 98104

(206) 826-4900

 

Eric C. Jensen

John T. McKenna

Alan D. Hambelton

Cooley LLP

1700 Seventh Avenue, Suite 1900

Seattle, Washington 98101

(206) 452-8700

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer        Accelerated filer  
Non-accelerated filer     (do not check if a smaller reporting company)    Smaller reporting company  
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 7(a)(2)(B) of the Securities Act.  

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities to be Registered

  Proposed
Maximum
Aggregate
Offering
Price(1)(2)
 

Amount of
Registration

Fee

Common Stock, par value $0.0001 per share

  $150,000,000   $18,675

 

 

(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
(2) Includes offering price of shares that the underwriters have the option to purchase from us.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

Subject To Completion. Dated May 11, 2018.

 

                Shares

 

LOGO

Common Stock

 

 

This is an initial public offering of shares of common stock of Avalara, Inc.

 

Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price per share will be between $        and $        . We intend to list our common stock on the New York Stock Exchange under the symbol “AVLR.”

 

Upon the completion of this offering, the members of our Board of Directors, our executive officers and our 5% or greater shareholders will beneficially own, in the aggregate, approximately     % of our outstanding common stock.

 

We are an “emerging growth company” as defined under the federal securities laws and, as such, we intend to comply with reduced disclosure and regulatory requirements.

 

Investing in our common stock involves risks. See “Risk Factors” beginning on page 14 to read about factors you should consider before buying shares of our common stock.

 

 

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

 

 

 

     Per Share      Total      

Initial public offering price

   $                   $                         

Underwriting discount(1)

   $      $    

Proceeds, before expenses, to Avalara

   $      $    

 

  (1) See the section titled “Underwriting” for a description of the compensation payable to the underwriters.  

To the extent that the underwriters sell more than              shares of common stock, the underwriters have the option to purchase up to an additional              shares from us at the initial public offering price less the underwriting discount.

 

 

The underwriters expect to deliver the shares against payment in New York, New York on                 , 2018.

 

Goldman Sachs & Co. LLC

     J.P. Morgan      BofA Merrill Lynch  

 

          JMP Securities   

KeyBanc Capital Markets

   Stifel              

Prospectus dated                 , 2018.


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LOGO

We connect. With more than 600 pre-built software integrations and a robust API, we easily connect with the accounting, ERP, ecommerce, POS, recurring billing, and CRM systems companies of all sizes use to run their businesses, including those shown here solely to demonstrate the broad range of our partners and integrations.


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TABLE OF CONTENTS

Prospectus

 

     Page  

Prospectus Summary

     1  

Risk Factors

     14  

Special Note Regarding Forward-Looking Statements

     39  

Industry and Market Data

     41  

Use of Proceeds

     42  

Dividend Policy

     43  

Capitalization

     44  

Dilution

     46  

Selected Consolidated Financial Data

     49  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     53  

Business

     88  

Management

     106  

Executive Compensation

     115  

Certain Relationships and Related Person Transactions

     127  

Principal Shareholders

     131  

Description of Capital Stock

     134  

Shares Eligible for Future Sale

     140  

Material U.S. Federal Income and Estate Tax Consequences for Non-U.S. Holders

     143  

Underwriting

     147  

Legal Matters

     153  

Experts

     153  

Where You Can Find More Information

     153  

Index to Consolidated Financial Statements

     F-1  

 

 

We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We do not take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

 

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PROSPECTUS SUMMARY

This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all the information you should consider before investing in our common stock. You should carefully read this prospectus in its entirety before investing in our common stock, including the sections of this prospectus titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus. Unless the context otherwise requires, we use the terms “Avalara,” the “Company,” “we,” “us,” and “our” in this prospectus to refer to Avalara, Inc. and, where appropriate, our consolidated subsidiaries.

Overview

Avalara’s motto is “Tax compliance done right.” The rise of digital commerce and international trade, coupled with constantly shifting taxation and reporting obligations imposed by the global patchwork of local, regional, state, and national taxing authorities, has created a tremendously complex and onerous compliance burden for businesses of all sizes. Avalara’s mission is to provide solutions for this challenge, allowing companies to focus on their core operations. We provide a leading suite of cloud-based solutions designed to improve accuracy and efficiency by automating the processes of determining taxability, identifying applicable tax rates, determining and collecting taxes, preparing and filing returns, remitting taxes, maintaining tax records, and managing compliance documents. In 2017, we processed an average of over 16 million tax determinations per day. Our vision is to be part of every transaction in the world.

Thousands of local, regional, state, and national taxing authorities in the United States and internationally impose a variety of transaction taxes that businesses operating in those jurisdictions collect from customers. Businesses must comply with these transaction tax obligations, which require determination, collection, and remittance of taxes, as well as maintaining records of registrations, taxes collected, tax exemption certificates, and other compliance documents. Transaction tax rules and regulations change frequently and are neither intuitive nor consistent across taxing jurisdictions, of which there are more than 12,000 in the United States alone, creating a massively complex compliance challenge. Determining the tax due on a particular sale depends not only on the precise geographic location of the transaction within the relevant taxing jurisdictions and the classification of the product or service in one of thousands of categories, it can also vary because of temporary tax incentives that change the tax rate for specific products, time periods, and transaction thresholds. Further complications arise from the thousands of rule changes enacted every year as taxing authorities amend their tax rates and taxability rules, modify jurisdictional boundaries, and implement other regulatory changes.

In addition to being complex, transaction tax determinations often must be performed and communicated to various invoice-generating systems in real time, at the time of the transaction. Compliance is even more burdensome for businesses required to collect tax on numerous products or services in multiple jurisdictions, which is increasingly common with the rise of ecommerce, globalization, and omnichannel retailing.

Today, many businesses attempt to handle transaction tax compliance processes manually, often through the use of static tax tables in spreadsheet software and reliance on internal staff to track relevant transaction tax requirements and changes. Businesses relying on manual processes for transaction tax compliance risk miscalculations and incorrect collections, which can result in customer



 

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dissatisfaction and financial penalties. Many businesses conduct transactions using business applications such as accounting, enterprise resource planning (ERP), ecommerce, point of sale (POS), recurring billing, and customer relationship management (CRM) systems. Although these systems may include rudimentary tax calculation capabilities, they are not sufficiently robust or current to provide accurate tax determinations for many businesses.

The Avalara Compliance Cloud combines an advanced database of broad, deep, and up-to-date tax content with technology for executing compliance processes, including tax determination, tax document management, and returns preparation and filing. Our platform powers a suite of solutions that enable businesses to address the complexity of transaction tax compliance, process transactions in real time, produce detailed records of transaction tax determinations, and reduce errors, audit exposure, and total transaction tax compliance costs. Businesses that use our solutions can allocate fewer personnel to manage transaction tax compliance and focus their efforts on core business operations.

The Avalara Compliance Cloud is designed to integrate seamlessly with our customers’ business applications and be easy to administer and maintain. As transactions are executed in our customers’ business applications, the Avalara Compliance Cloud performs a series of operations to deliver tax compliance functionality in real time. We enable this through our more than 600 pre-built integrations that are designed to link the Avalara Compliance Cloud to business applications used for accounting, ERP, ecommerce, POS, recurring billing, and CRM systems. These integrations typically require little customer configuration or ongoing oversight. Our cloud architecture ensures that our tax content updates are immediately and automatically applied to our customers’ transactions. Our powerful and intuitive web-based console simplifies configuration and unifies administration, reporting, and returns processing across a customer’s multiple business applications.

As a result of our competitive strengths, our platform becomes deeply embedded in our customers’ business processes and systems, providing them with an automated solution central to their ability to transact. Our strategic position drives long-term customer relationships, as evidenced by our net revenue retention rate, which was 107% on average for the four quarters ended March 31, 2018. See the section of this prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics—Net Revenue Retention Rate” for additional information regarding our net revenue retention rate.

Businesses across industries and of all sizes, ranging from small businesses to Fortune 100 companies, use our solutions. Mid-market customers, with 20 to 500 employees, have been and remain our primary target market segment for marketing and selling our solutions. Our diverse customer base included approximately 6,250, 7,490, and 7,760 core customers as of December 31, 2016 and 2017 and March 31, 2018, respectively. In 2017, our core customers represented more than 85% of our total revenue. As the offerings on our platform have expanded, so too has our addressable customer base. Our number of core customers represents less than half of our total number of customers and does not include a substantial number of customers of various sizes who do not meet the revenue threshold to be considered a core customer. Many of these customers are in the small business and self-serve segment of the marketplace, which represents strategic value and a growth opportunity for us. Customers who do not meet the revenue threshold to be considered a core customer provide us with market share and awareness, and we anticipate that some may grow into core customers. While most of our revenue is currently generated by customers located in the United States, we support transaction tax compliance in Europe, South America, and Asia and are expanding our international presence. See the section of this prospectus titled “Management’s Discussion and



 

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Analysis of Financial Condition and Results of Operations—Key Business Metrics—Number of Core Customers” for additional information regarding core customers.

We sell our solutions primarily on a subscription basis. We target most prospects via cost-effective digital marketing strategies and qualify them using predictive analytics. The majority of our sales, to new and existing customers, are direct and conducted via telephone, requiring minimal in-person interaction. Our sales force also manages a network of business application providers and other customer referral sources that provide us with qualified leads and, in some cases, purchase functionality from us for use by their customers. In some cases, particularly for customers with larger and more complex needs, we conduct some in-person sales. Our small business customers can subscribe to our solutions via an automated, self-service ordering process.

We have acquired and integrated multiple businesses, primarily to augment the tax content of the Avalara Compliance Cloud, to serve the needs of businesses in different geographies or industries, or to improve our ability to serve all aspects of transaction tax compliance. Substantial portions of our business, including our tax return preparation and filing, and our compliance document management solutions, are based on acquired content and technology. Since 2014, we have acquired our excise tax, lodging tax, communications tax, portions of our European VAT, and Brazil tax solutions. We intend to continue pursuing opportunities to broaden our suite of solutions and international presence, and integrating new content and solutions.

We generated revenue of $123.2 million, $167.4 million, $213.2 million, and $61.4 million in 2015, 2016, 2017, and the three months ended March 31, 2018, respectively. We had net losses of $77.8 million, $57.9 million, $64.1 million, and $15.2 million in 2015, 2016, 2017, and the three months ended March 31, 2018, respectively, primarily due to our investments in growth.

Industry Background

Transaction taxes are ubiquitous and complex, and compliance is increasingly difficult for businesses of all sizes.

Businesses, regardless of size, industry, or location, are subject to transaction tax compliance requirements. These requirements are burdensome even for a business transacting only in a single location, and become exponentially more complex for the increasing number of companies doing business in multiple taxing jurisdictions and offering numerous products and services that are taxed in myriad ways.

The responsibility for accurately determining and collecting sales tax generally falls on the seller, which must go through a series of steps to determine the tax due for each transaction. These steps involve complexities that are often prone to error and difficult to manage when conducted manually. Varying dynamics in local, regional, state, and national legislative processes in the United States and internationally have resulted in a patchwork of transaction tax rules that are not intuitive, often confusing, and inconsistent across jurisdictions. For example, digital music downloads are currently taxable in New Jersey but tax exempt in Iowa. Even within states, tax rules applied to similar products can vary widely. In New York City, a plain bagel, sliced and toasted is currently taxable, while a plain bagel to go is tax exempt. Further complications arise from the thousands of changes enacted every year as taxing authorities amend their tax rates and taxability rules, modify taxing jurisdictions, and implement other regulatory changes.



 

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Adding to the complexity is the fact that businesses face a variety of transaction tax types that vary based on industry and location, including sales and use tax, VAT, excise tax, lodging tax, and communications tax. Each of these tax types have different methods for calculating and applying the applicable rate, requiring different processes for compliance.

Due to the importance of tax revenue, taxing authorities conduct transaction tax audits to verify accurate and timely collection and payment. These audits can be time consuming and distracting to a business, and can cost hundreds of thousands, or even millions, of dollars, including internal and external audit management costs, as well as payment of uncollected taxes, penalties, and interest.

Commerce across multiple jurisdictions increases the burden of transaction tax compliance.

Conducting commerce across multiple jurisdictions involves a complex set of location-by-location, region-by-region, state-by-state, country-by-country, and product-by-product application of tax laws. Businesses that operate in multiple jurisdictions must stay up to date in each one as governing bodies amend their tax rates and taxability rules, modify jurisdictional boundaries, and implement other regulatory changes. Ecommerce, globalization, and omnichannel retailing have facilitated cross-jurisdiction transactions for businesses of all sizes, increasing their transaction tax compliance burden and risk, and the need for an automated compliance solution.

Challenges exist with current approaches.

Many businesses attempt to handle transaction tax compliance processes manually, risking miscalculations and incorrect collections, which can result in customer dissatisfaction and financial penalties. Some businesses supplement their internal manual efforts with costly outsourced professional service firms to perform tax compliance functions. Many businesses conduct transactions using business applications such as accounting, ERP, ecommerce, POS, recurring billing, and CRM systems. These systems sometimes include rudimentary tax calculation capabilities, but they are not sufficiently robust or current to provide accurate tax determinations for many businesses. Businesses may also rely on tax-specific software products from providers other than Avalara, but these often offer limited pre-built integrations with critical business applications, can require ongoing updates, are deployed on-premises, or have a high cost of ownership.

Our Opportunity

We believe that the total addressable market for transaction tax compliance solutions is large and underpenetrated. We estimate that the addressable market in the United States alone for the solutions we offer today is over $8 billion. We calculate this figure by identifying the number of U.S. companies across all industries using certain data from, for companies with 20 or more employees, S&P Global Market Intelligence and, for companies with fewer than 20 employees, the U.S. Census Bureau 2015 Statistics of U.S. Businesses. We then segment these companies into four separate cohorts based on the number of employees: companies that have fewer than 20 employees, companies that have between 20 and 100 employees, companies that have between 101 and 500 employees, and companies that have 501 employees or more. We then multiply the number of U.S. companies in each of these four cohorts by the following:

 

    For companies with fewer than 20 employees, which represent a market that has not historically been our primary focus but which also represent a growth area for us, our expected revenue for a customer that purchases subscriptions through our self-serve web tool for 1,200 determinations and 12 return filings per year.


 

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    For companies with 20 to 100 employees, 101 to 500 employees or 501 or more employees, the 2017 average annual revenue per customer within each respective cohort based on revenues of all customers that we could precisely match between our customer account records and S&P Global Market Intelligence data for the respective cohort.

We believe this $8 billion figure understates our total addressable market, as it does not account for businesses outside the United States, or potential future expansion in the solutions we offer and corresponding potential increases in average annual revenue per customer.

We believe that the total addressable market for our solutions is also driven in part by transaction taxes collected. The Organisation for Economic Co-operation and Development (OECD) estimates that $377 billion of sales taxes were collected in the United States for 2016. We estimate that our AvaTax solution determined approximately $5.8 billion of remitted sales and use taxes in the United States in 2016. In addition, the OECD estimates that $445 billion of other transaction taxes were collected in the United States in 2016, including excise taxes, customs and import duties, and taxes on specific services, such as transportation, communications, insurance, advertising, hotels and lodging, restaurants, entertainments, gambling, and sporting events.

While most of our revenue is currently generated from customers located in the United States, we support transaction tax compliance in Europe, South America, and Asia and believe we have a significant growth opportunity in these markets. For example, the OECD estimates that over $1.2 trillion of VAT was collected in Europe for 2016. Although we are in the early stages of developing our international presence and therefore have less historical data with which to assess the size of our market opportunities, we believe that Europe and other jurisdictions throughout the world represent a significant additional addressable market for our transaction tax compliance solutions.

We intend to capture more of our total addressable market as we pursue our vision to be a part of every transaction in the world and solve compliance challenges with respect to the trillions of dollars of transaction taxes collected globally every year.

Avalara Compliance Cloud

The Avalara Compliance Cloud enables customers to address the complexity of transaction tax compliance, process transactions in real time, produce detailed records of transaction tax determinations, and reduce errors, audit exposure, and total transaction tax compliance costs. Our platform powers a suite of compliance solutions for transaction tax determination; tax return preparation, filing, and remittance; tax records maintenance; and exemption certificate and other compliance document storage and management. Our solutions use an advanced database of broad, deep, and up-to-date tax content for a wide and growing range of transaction taxes, such as sales and use tax, VAT, excise tax, lodging tax, and communications tax.

Compared to on-premises products, our comprehensive, integrated suite of automated, cloud-based compliance solutions requires substantially less upfront deployment effort, hardware purchases, and ongoing maintenance and support costs. Our solutions reduce our customers’ need for manual research and the related higher personnel costs, and eliminate the need for a patchwork of disparate products and services for separate transaction tax compliance functions.



 

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Our Competitive Strengths

Our key competitive strengths include:

 

    Powerful technology.    Our proprietary platform powers a comprehensive and integrated set of transaction tax compliance solutions that enable our customers to automate and accurately manage their transaction tax compliance processes. Our platform combines an extensive proprietary database containing tax jurisdiction boundaries, tax rates, product- and date-specific taxability rules, and return preparation and filing requirements, with advanced algorithms for precise real time address validation via geolocation technology, application of taxability rules, tax determination, tax return preparation and filing, tax remittance, and tax forms and records management. Our AvaTax solution processes transaction tax determinations in under 60 milliseconds on average and in 2017 we processed an average of over 16 million tax determinations per day, including approximately 58.2 million on Cyber Monday 2017, the most significant day for online sales in U.S. history.

 

    Extensive integrations.    We have invested in developing and maintaining more than 600 pre-built integrations that are designed to embed our solutions seamlessly into leading business applications, including accounting, ERP, ecommerce, POS, recurring billing, and CRM systems. We believe that maintaining pre-built integrations with a broad range of business applications provides a competitive advantage, to which we refer as a moat, as these integrations dramatically reduce implementation time, effort, and cost; enable our solutions to function seamlessly with the core applications our customers use to process and manage their transactions; and allow customers to easily and efficiently manage tax compliance across multiple business applications. We offer far more pre-built integrations with these applications than other tax software providers and we plan to continue adding more. We have pre-built integrations with leading business application providers such as Magento, QuickBooks, Microsoft, NetSuite, Sage, 3dCart, Salesforce, and Epicor, that customers can use to connect our solutions with their applications. In addition, we have relationships with some application providers, including BigCommerce, Shopify, and others, that include our pre-built integrations in their platforms, allowing customers to easily choose our solutions to automate transaction tax determinations.

 

    Extensive content.    We have amassed, expanded, and integrated an extensive database of statutory tax content, including product classifications and taxability rules, exemption conditions, tax holidays, jurisdiction boundaries, tax rates, thresholds, registration, and return preparation and filing requirements, as well as more than 19 million uniform product codes, or UPC codes, linked to taxability rules. We employ a large group of tax research analysts who continually update this extensive library of content. Our extensive tax content and forms databases have enabled us to serve the compliance needs of an ever-expanding list of businesses in different geographies and industries such as fuels, communications, and lodging.

 

    Comprehensive, easy-to-use, scalable solutions.    We provide solutions to a full range of transaction tax compliance burdens. All of our solutions can be configured and managed using our intuitive administrative console, which we regard as a significant differentiator from other transaction tax services because it facilitates fast and easy company-specific configuration, detailed transaction analysis, and access to detailed reports, worksheets, calendars, and other management functions.

 

   

Broad ecosystem.    We have strategically built a broad range of relationships with a network of business application providers and their reseller channels, integration developers, implementation specialists, and accounting and financial advisors. These relationships provide us with an effective distribution channel, the majority of our pre-built integrations, a source of



 

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referral business, occasions for cross-selling, new opportunities for compliance automation, and early access to developing technologies.

As a result of our competitive strengths, our platform becomes deeply embedded in our customers’ business processes and systems, providing them with an automated solution central to their ability to transact. Our strategic position drives long-term customer relationships, as evidenced by our net revenue retention rate, which was 107% on average for the four quarters ended March 31, 2018.

Our Growth Strategies

We plan to continue investing to provide our customers with best-in-class solutions and to expand our market opportunity. Our primary growth strategies include:

 

    Broaden our base of customers.    We believe that the market for comprehensive, automated transaction tax compliance solutions is large and underserved, and therefore we can significantly increase our customer base. In addition, as businesses expand their product and jurisdictional footprints, we believe the need for cost-effective transaction tax compliance solutions increases. We will continue to invest in our sales and marketing efforts, both domestically and internationally, and intend to expand into new markets to grow our customer base.

 

    Grow revenue from our existing customers.    Many of our customers begin with a single solution, such as our AvaTax determination solution. This initial entry point establishes Avalara as a trusted part of a customer’s financial system, and as a customer’s sales increase and the number of transactions processed grows, our volume-based subscription model generates more revenue. The initial entry point also provides us with significant cross-sell opportunities, including tax return preparation and filing, tax remittance, and tax exemption certificate and other compliance documents management. These solutions work together to provide customers with a comprehensive automated solution for all of their transaction tax compliance needs.

 

    Expand our partner ecosystem.    We have an extensive network of business application providers and other customer referral sources that provides us with qualified leads and new customer opportunities. In some cases, providers purchase functionality from us for use by their customers. We intend to expand our partner ecosystem by actively seeking new relationships that offer exposure to potential customers and integrations with more business applications.

 

    Expand international reach.    We believe that we have a significant opportunity to expand our suite of solutions for use outside of the United States. Of our 12 worldwide offices, four are located outside the United States and we support transaction tax compliance in Europe, South America, and Asia. We plan to continue investing in these geographies, while also expanding our solutions and growing our sales force to expand into new regions.

 

   

Broaden our content and suite of solutions.    We devote substantial resources to continuously improve the Avalara Compliance Cloud, add innovative new features and functionalities, add content, build technology to support new content types, and improve the user experience for our solutions. We have also made and intend to continue to make significant investments to acquire accurate, relevant content and expertise to best serve the transaction tax compliance needs of our customers. For example, we acquired our excise tax, lodging tax, communications tax, portions of our European VAT, Brazilian transaction tax, and



 

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tariffs and duties solutions. These acquisitions accelerate the expansion of our tax content, solutions, customer base, cross-selling opportunities, and geographic reach. We intend to continue pursuing opportunities to acquire businesses and technologies that accomplish our strategic objectives.

Risks Affecting Us

Our business is subject to numerous risks and uncertainties, including those highlighted in the section of this prospectus titled “Risk Factors” immediately following this prospectus summary. These risks include, but are not limited to:

 

    we have incurred significant operating losses in the past and may never achieve or maintain profitability;

 

    our revenue growth rate depends on existing customers renewing and upgrading their subscriptions, and if we fail to retain our customers or upgrade their subscriptions, our business will be harmed;

 

    if we are unable to attract new customers on a cost-effective basis, our business will be harmed;

 

    our revenue growth rate may not be sustainable;

 

    if we fail to effectively manage our growth, our business, results of operations, and financial condition would likely be harmed;

 

    we derive substantially all of our revenue from the delivery of our sales and use tax determination solution, and any failure of this solution to satisfy customer demands or to achieve increased market acceptance could adversely affect our business, results of operations, financial condition, and growth prospects;

 

    we may not successfully develop or introduce new solutions that achieve market acceptance, or successfully integrate acquired products, services, or content with our existing solutions, and our business could be harmed and our revenue could suffer as a result;

 

    our business and success depends in part on our strategic relationships with third parties, including our partner ecosystem, and our business would be harmed if we fail to maintain or expand these relationships;

 

    our acquisitions of, and investments in, other businesses, products, or technologies may not yield expected benefits and our inability to successfully integrate acquisitions may negatively impact our business, financial condition, and results of operations;

 

    we face significant competition from other transaction tax compliance software providers and professional services firms, as well as the challenge of convincing businesses using do-it-yourself approaches to switch to our solutions; and

 

    upon completion of this offering, our directors, officers and 5% or greater shareholders will beneficially own a majority of our outstanding voting stock and will be able to control shareholder decisions on very important matters.

Corporate Information

Our principal executive offices are located at 255 South King Street, Suite 1800, Seattle, Washington 98104, and our telephone number is (206) 826-4900. Our website is www.avalara.com.



 

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Information contained on, or that can be accessed through, our website is not a part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only. We were incorporated in the State of Washington in August 1999 under the name Advantage Solutions, Inc. and changed our name to Avalara, Inc. in December 2005.

Avalara, the Avalara logo, AvaTax, the Avalara Compliance Cloud, “Tax compliance done right,” and other trademarks or service marks of Avalara appearing in this prospectus are the property of Avalara. Other trade names, trademarks, and service marks appearing in this prospectus are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this prospectus.

Implications of Being an Emerging Growth Company

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act, enacted in April 2012. An emerging growth company may take advantage of reduced disclosure and regulatory requirements that are otherwise generally applicable to public companies, including not being required to obtain an attestation report from our independent registered public accounting firm on our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, presenting reduced disclosure regarding executive compensation in our periodic reports and proxy statements, and not being required to hold nonbinding advisory shareholder votes on executive compensation or golden parachute arrangements.

In addition, pursuant to the JOBS Act, as an “emerging growth company” we have elected to take advantage of an extended transition period for complying with new or revised accounting standards. This effectively permits us to delay adoption of certain accounting standards until those standards would otherwise apply to private companies. As a result, our consolidated financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies, which may make our common stock less attractive to investors.

We will cease to be an emerging growth company upon the earlier to occur of: the last day of the fiscal year in which we have more than $1.07 billion in annual revenue; the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates; the issuance, in any three-year period, by us of more than $1.0 billion in non-convertible debt securities; and the last day of the fiscal year ending after the fifth anniversary of this offering.



 

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THE OFFERING

 

Common stock offered by us

             shares

 

Option to purchase additional shares

             shares

 

Common stock to be outstanding after this offering

             shares (             shares if the option to purchase additional shares is exercised in full)

 

Use of proceeds

We estimate that the net proceeds from this offering will be approximately $        million (or approximately $        million if the underwriters’ option to purchase additional shares of our common stock is exercised in full), assuming an initial public offering price of $        per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the underwriting discount and estimated offering expenses payable by us. We intend to use the net proceeds from this offering for general corporate purposes, which we currently expect will include headcount expansion, continued investment in our sales and marketing efforts, product development, general and administrative matters, and working capital. We also intend to use a portion of the net proceeds from this offering to repay the outstanding balance under our revolving credit facility. As of March 31, 2018, the outstanding principal balance under our revolving credit facility was $28.0 million. We also may use a portion of the net proceeds to acquire or invest in complementary businesses, products, services, technologies, or other assets. However, we have not entered into any agreements or commitments with respect to any specific acquisitions or investments at this time. See the section of this prospectus titled “Use of Proceeds” for additional information.

 

Proposed New York Stock Exchange symbol

“AVLR”

The number of shares of our common stock to be outstanding after the closing of this offering is based on 57,152,436 shares of our common stock outstanding as of March 31, 2018 and excludes:

 

    11,213,733 shares of common stock issuable upon the exercise of options outstanding as of March 31, 2018, with a weighted average exercise price of $10.99 per share;

 

    1,584,824 shares of common stock reserved for future issuance under our 2006 Equity Incentive Plan, or the 2006 Plan;

 

    an estimated              shares of common stock reserved for future issuance under our 2018 Equity Incentive Plan, or the 2018 Plan, to be effective on the date of this prospectus; and


 

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    an estimated              shares of common stock reserved for future issuance under our 2018 Employee Stock Purchase Plan, or the ESPP, to be effective on the date of this prospectus.

The 2018 Plan will initially authorize the issuance of 8% of the total number of shares outstanding on the closing of this offering. The ESPP will initially authorize the issuance of 1.5% of the total number of shares of common stock outstanding as of the effective date of this offering, up to 1,500,000 shares. On the date of this prospectus, any shares covered by awards under the 2006 Plan that expire, are settled in cash without the delivery of shares, or are forfeited, surrendered, cancelled, repurchased, or withheld will become available for issuance under the 2018 Plan. The 2018 Plan and the ESPP also provide for automatic annual increases in the number of shares reserved thereunder. See the section of this prospectus titled “Executive Compensation—Employee Benefit and Stock Plans” for additional information.

Unless otherwise noted, the information in this prospectus reflects and assumes the following:

 

    a 2-to-1 reverse stock split of our shares of common stock effected May 10, 2018;

 

    the issuance of                  shares of common stock issuable upon the automatic net exercise of warrants outstanding as of March 31, 2018, with a weighted average exercise price of $10.15 per share, immediately prior to the closing of this offering, assuming an initial public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus;

 

    the conversion of all outstanding shares of our preferred stock into an aggregate of 50,888,014 shares of common stock immediately prior to the closing of this offering;

 

    the filing of our amended and restated articles of incorporation in connection with the closing of this offering;

 

    no exercise of outstanding options after March 31, 2018; and

 

    no exercise by the underwriters of their option to purchase up to an additional              shares of common stock from us.


 

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SUMMARY CONSOLIDATED FINANCIAL DATA

We derived the following selected consolidated statements of operations data for the years ended December 31, 2015, 2016, and 2017 from audited consolidated financial statements appearing elsewhere in this prospectus. We derived the following selected consolidated statements of operations data for the three months ended March 31, 2017 and 2018 and the summary consolidated balance sheet data as of March 31, 2018 from unaudited consolidated financial statements appearing elsewhere in this prospectus. In the opinion of management, the unaudited consolidated financial statements reflect all adjustments, which include normal recurring adjustments, necessary for a fair presentation of the financial statements. Historical results are not necessarily indicative of the results that may be expected in the future and the results for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the full year or any other period. The selected financial data set forth below should be read together with the financial statements and the related notes to those statements, as well as the sections of this prospectus titled “Selected Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

    For the Year Ended
December 31,
    For the
Three Months
Ended March 31,
 
    2015     2016     2017     2017     2018  
                      (unaudited)  
    (in thousands, except per share data)  

Consolidated Statements of Operations Data:

         

Revenue:

         

Subscription and returns

  $ 112,804     $ 154,967     $ 199,942     $ 45,848     $ 57,870  

Professional services and other

    10,354       12,459       13,217       3,117       3,507  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

    123,158       167,426       213,159       48,965       61,377  

Cost of revenue(1):

         

Subscription and returns

    34,856       41,307       48,849       11,244       14,817  

Professional services and other

    5,889       7,206       9,128       2,319       2,692  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total cost of revenue

    40,745       48,513       57,977       13,563       17,509  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

    82,413       118,913       155,182       35,402       43,868  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses:

         

Research and development(1)

    29,787       32,848       41,264       9,682       12,619  

Sales and marketing(1)

    98,686       103,483       133,794       30,300       37,307  

General and administrative(1)

    33,683       36,875       34,286       10,613       9,211  

Goodwill impairment and restructuring charges(2)

                9,170              
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

    162,156       173,206       218,514       50,595       59,137  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

    (79,743     (54,293     (63,332     (15,193     (15,269
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other (income) expense, net

    1,614       2,955       2,013       954       828  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

    (81,357     (57,248     (65,345     (16,147     (16,097
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Provision for (benefit from) income taxes

    (3,593     640       (1,219     (149     (848
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

  $ (77,764   $ (57,888   $ (64,126   $ (15,998   $ (15,249
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to common shareholders—basic and diluted(3)

  $ (77,764   $ (57,888   $ (64,126   $ (15,998   $ (15,249
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share attributable to common shareholders—basic and diluted(3)

  $ (16.96   $ (10.15   $ (11.39   $ (2.97   $ (2.47
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares of common stock outstanding—basic and diluted(3)

    4,586       5,706       5,632       5,389       6,170  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Pro forma net loss attributable to common shareholders—basic and diluted (unaudited)(3)

         
     

 

 

     

 

 

 

Pro forma net loss per share attributable to common shareholders—basic and diluted (unaudited)(3)

         
     

 

 

     

 

 

 

Pro forma weighted average shares of common stock outstanding—basic and diluted (unaudited)(3)

         
     

 

 

     

 

 

 

Non-GAAP Financial Data (unaudited)

         

Non-GAAP operating loss(4)

  $ (68,660   $ (41,107   $ (37,425   $ (10,738   $ (10,349

Free cash flow(5)

    (54,920     (28,356     (17,496     (8,319     (17,000


 

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(1)  The stock-based compensation expense included above was as follows:

 

     For the Year Ended
December 31,
     For the Three
Months Ended
March 31,
 
         2015              2016              2017              2017              2018      
                          (unaudited)  
     (in thousands)  

Cost of revenue

   $ 496      $ 856      $ 976      $ 226      $ 296  

Research and development

     1,120        1,265        2,391        491        581  

Sales and marketing

     1,705        2,209        3,789        837        1,045  

General and administrative

     3,699        3,782        4,601        1,468        1,588  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total stock-based compensation

   $ 7,020      $ 8,112      $ 11,757      $ 3,022      $ 3,510  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

The amortization of acquired intangibles included above was as follows:

 

     For the Year Ended
December 31,
     For the Three
Months Ended
March 31,
 
         2015              2016              2017              2017              2018      
                          (unaudited)  
     (in thousands)  

Cost of revenue

   $ 2,512      $ 3,244      $ 3,717      $ 915      $ 898  

Research and development

                                  

Sales and marketing

     1,423        1,706        1,913        480        502  

General and administrative

     128        124        102        38        10  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total amortization of acquired intangibles

   $ 4,063      $ 5,074      $ 5,732      $ 1,433      $ 1,410  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(2)  The goodwill impairment included above was $8.4 million and the restructuring charges were $0.8 million.
(3)  See Note 12 of the notes to our consolidated financial statements included in this prospectus for an explanation of the method used to calculate basic and diluted net loss per share and pro forma net loss per share attributable to common shareholders and the weighted-average number of shares used in the computation of the per share amounts.
(4)  We calculate non-GAAP operating loss as operating loss before stock-based compensation expense, amortization of acquired intangibles, and goodwill impairments. For more information about non-GAAP operating loss and a reconciliation of non-GAAP operating loss to operating loss, the most directly comparable financial measure calculated and presented in accordance with U.S. generally accepted accounting principles, or GAAP, see the section of this prospectus titled “Selected Consolidated Financial Data—Use of Non-GAAP Financial Measures.”
(5)  We define free cash flow as net cash used in operating activities less cash used for the purchase of property and equipment. For more information about free cash flow and a reconciliation of free cash flow to net cash used in operating activities, the most directly comparable financial measure calculated and presented in accordance with GAAP, see the section of this prospectus titled “Selected Consolidated Financial Data—Use of Non-GAAP Financial Measures.”

 

     As of March 31, 2018  
     Actual     Pro
Forma(1)
     Pro Forma
As
Adjusted(2)
 
    

(unaudited)

 
Consolidated Balance Sheet Data:    (in thousands)  

Cash and cash equivalents

   $ 12,622     $ 12,622      $               

Working capital (excluding deferred revenue)

     17,315       17,315     

Total assets

     208,865       208,865     

Deferred revenue (current and noncurrent)

     103,878       103,878     

Credit facility (current and noncurrent)

     57,529       57,529     

Total liabilities

     245,174       245,174     

Convertible preferred stock

     370,854           

Total shareholders’ deficit

     (407,163     

 

(1)  Reflects (1) the conversion of all outstanding shares of preferred stock into an aggregate of 50,888,014 shares of common stock as of March 31, 2018, (2) the issuance of              shares of common stock issuable upon the automatic net exercise of warrants outstanding as of March 31, 2018, with a weighted average exercise price of $10.15 per share, immediately prior to the closing of this offering, assuming an initial public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and (3) the filing and effectiveness of our amended and restated articles of incorporation, in each case as if such conversion, issuance, filing, and effectiveness had occurred on March 31, 2018.
(2)  Reflects the pro forma adjustments described in footnote (1) above and the sale and issuance of shares of our common stock in this offering at the initial public offering price of $             per share after deducting the underwriting discount and commissions and estimated offering expenses payable by us, and the application of the net proceeds therefrom as described in the section of this prospectus titled “Use of Proceeds.”


 

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this prospectus, including our consolidated financial statements and related notes, before deciding whether to purchase shares of our common stock. If any of the following risks is realized, our business, financial condition, results of operations, and prospects could be harmed. In that event, the price of our common stock could decline and you could lose part or all of your investment.

Risks Relating to Our Business and Industry

We have incurred significant operating losses in the past and may never achieve or maintain profitability.

We have incurred significant operating losses since our inception, including net losses of $77.8 million, $57.9 million, $64.1 million, and $15.2 million in 2015, 2016, 2017, and the three months ended March 31, 2018. We had an accumulated deficit of $427.3 million and a working capital deficit of $78.2 million as of March 31, 2018. Because the market for our solutions is not fully developed and is rapidly evolving, it is difficult for us to predict our results of operations. We expect our operating expenses to continue to increase in future periods as we hire additional sales and other personnel, improve the Avalara Compliance Cloud, invest in sales and marketing initiatives, expand our international reach, and potentially acquire complementary technology and businesses. If our revenue does not increase to offset increases in our operating expenses, we may never achieve or maintain profitability. Revenue growth may slow, revenue may decline, or we may incur significant losses in the future for a number of possible reasons, including slowing demand for our solutions, general macroeconomic conditions, increasing competition, a decrease or slowing in the growth of the markets in which we compete, or if we fail for any reason to capitalize on growth opportunities. Additionally, we may encounter unforeseen operating expenses, difficulties, complications, delays, service delivery and quality problems, regulatory or legislative changes, and other unknown factors that may result in losses in future periods. If these losses exceed our expectations or if our revenue growth expectations are not met in future periods, our financial performance will be harmed.

Our revenue growth rate depends on existing customers renewing and upgrading their subscriptions, and if we fail to retain our customers or upgrade their subscriptions, our business will be harmed.

We cannot accurately predict customer behavior. Our customers have no obligation to renew their subscriptions for our solutions after the expiration of their subscription periods and our customers may not renew subscriptions for a similar mix of solutions or transaction volumes. Our renewal rates may decline as a result of a number of factors, including customer dissatisfaction, customers’ spending levels, decreased customer transaction volumes, increased competition, changes in tax laws or rules, pricing changes, deteriorating general economic conditions, or legislative changes affecting tax compliance providers. If our customers do not renew their subscriptions, or reduce the solutions or transaction volumes purchased under their subscriptions, our revenue may decline and our business may be harmed.

Our future success also depends in part on our ability to sell additional solutions and transaction volumes to existing customers. For example, many of our customers initially start with our AvaTax sales tax determination solution and then later combine that determination solution with one or more of our other solutions, such as returns preparation and filing, tax remittance, determination for additional tax types, or tax exemption certificate management. If our efforts to sell our additional solutions to our customers are not successful, it may decrease our revenue growth and harm our business, results of operations, and financial condition.

 

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If we are unable to attract new customers on a cost-effective basis, our business will be harmed.

To grow our business, we must continue to grow our customer base in a cost-effective manner. Increasing our customer base and achieving broader market acceptance of our solutions will depend, to a significant extent, on our ability to effectively expand our sales and marketing activities, as well as our partner network of business application providers and other customer referral sources. We may not be able to recruit qualified sales and marketing personnel, train them to perform, and achieve an acceptable level of production from them on a timely basis or at all. In the past, it has usually taken new members of our sales force at least six months to integrate into our operations and start converting sales leads at our expected levels. In addition, if we cannot continue to maintain or expand our relationships with our partner network, we may receive fewer referrals, the set of integrations we offer may not keep up with the market, and our customer acquisition strategy may become less effective. If we are unable to maintain effective sales and marketing activities and maintain and expand our partner network, our ability to attract new customers could be harmed, our sales and marketing expenses could increase substantially, and our business, results of operations, and financial condition may suffer.

Our revenue growth rate may not be sustainable.

Our revenue has grown rapidly, from $123.2 million in 2015, and $167.4 million in 2016 to $213.2 million in 2017. As our revenue base grows, we expect that our revenue growth rate will decline over time, and you should not rely on the revenue growth of any prior period as an indication of our future performance. This risk may increase with any future acquisition, particularly if the revenue growth rate of the acquired business has been lower than ours.

If we fail to effectively manage our growth, our business, results of operations, and financial condition would likely be harmed.

We have experienced, and may continue to experience, rapid growth in our headcount and operations, both domestically and internationally, which has placed, and may continue to place, significant demands on our management and our administrative, operational, and financial reporting resources. We have also experienced significant growth in the number of customers, number of transactions, and the amount of tax content that our platform and solutions support. Our growth will require us to hire additional employees and make significant expenditures, particularly in sales and marketing but also in our technology, professional services, finance, and administration teams, as well as in our facilities and infrastructure. Our ability to effectively manage our growth will also require the allocation of valuable management and employee resources and improvements to our operational and financial controls and our reporting procedures and systems. In addition, as we seek to continue to expand internationally, we will likely encounter unexpected challenges and expenses due to unfamiliarity with local requirements, practices, and markets. Our expenses may increase more than we plan and we may fail to hire qualified personnel, expand our customer base, enhance our existing solutions, develop new solutions, integrate any acquisitions, satisfy the requirements of our existing customers, respond to competitive challenges, or otherwise execute our strategies. If we are unable to effectively manage our growth, our business, results of operations, and financial condition would likely be harmed.

We derive a substantial portion of our revenue from the delivery of our sales and use tax determination solution, and any failure of this solution to satisfy customer demands or to achieve increased market acceptance could adversely affect our business, results of operations, financial condition, and growth prospects.

We currently derive a substantial portion of our revenue from subscriptions to our sales and use tax determination solution. We have added, and will continue to add, additional solutions to expand our

 

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offerings, but, at least in the near term, we expect to continue to derive the majority of our revenue from sales and use tax determination. As such, market acceptance of our sales and use tax determination solution is critical to our success. Demand for any of our solutions is affected by a number of factors, many of which are beyond our control, such as continued market acceptance of our solutions by existing and new customers, the timing of development and release of upgraded or new solutions on our platform, products and services introduced or upgraded by our competitors, pricing offered by our competitors, technological change, and growth or contraction in our addressable market. If we are unable to meet customer demands to offer our sales and use tax determination solution in a manner that is effective and at a price that the market will accept, or if we otherwise fail to achieve more widespread market acceptance of alternative solutions, our business, results of operations, financial condition, and growth prospects will suffer.

We may not successfully develop or introduce new solutions that achieve market acceptance, or successfully integrate acquired products, services, or content with our existing solutions, and our business could be harmed and our revenue could suffer as a result.

Our ability to attract new customers and increase revenue from existing customers will likely depend upon the successful development, introduction, and customer acceptance of new and enhanced versions of our solutions and on our ability to integrate any products, services, and content that we may acquire into our existing and future solutions. Moreover, if we are unable to expand our solutions beyond our current transaction tax compliance solutions, our customers could migrate to competitors who may offer a broader or more attractive range of products and services. Our business could be harmed if we fail to deliver new versions, upgrades, or other enhancements to our existing solutions to meet customer needs on a timely and cost-effective basis. Unexpected delays in releasing new or enhanced versions of our solutions, or errors following their release, could result in loss of sales, delay in market acceptance of our solutions, or customer claims against us, any of which could harm our business. The success of any new solution depends on several factors, including timely completion, adequate quality testing, and market acceptance. We may not be able to develop new solutions successfully or to introduce and gain market acceptance of new solutions in a timely manner, or at all. Additionally, we must continually modify and enhance our solutions to keep pace with changes in hardware systems and software applications, database technology, and evolving technical standards and interfaces. As a result, uncertainties related to the timing and nature of business application providers, announcements or introductions of new solutions, or modifications by vendors of existing hardware systems or back-office or Internet-related software applications, could harm our business and cause our revenue to decline.

Our business and success depends in part on our strategic relationships with third parties, including our partner ecosystem, and our business would be harmed if we fail to maintain or expand these relationships.

We depend on, and anticipate that we will continue to depend on, various third-party relationships to sustain and grow our business. We are highly dependent on relationships with third-party publishers of software business applications, including accounting, enterprise resource planning (ERP), ecommerce, point-of-sale (POS), recurring billing, and customer relationship management (CRM) systems, because the integration of our solutions with their applications allows us to reach their sizeable customer bases. Our sales and our customers’ user experience are dependent on our ability to connect easily to such third-party software applications. We may fail to retain and expand these integrations or relationships for many reasons, including due to third parties’ failure to maintain, support, or secure their technology platforms in general and our integrations in particular, or errors, bugs, or defects in their technology, or changes in our technology platform. Any such failure could harm our relationship with our customers, our reputation and brand, and our business and results of operations.

 

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As we seek to add different types of partners to our partner ecosystem described in the section of this prospectus titled “Business—Partners,” including integration partners, referral partners, Avalara Included Partners, and professional service partners, it is uncertain whether these third parties will be successful in building integrations, co-marketing our solutions to provide a significant volume and quality of lead referrals and orders, and continuing to work with us as their own products evolve. Identifying, negotiating, and documenting relationships with additional partners requires significant resources. In addition, integrating third-party technology can be complex, costly, and time-consuming. Third parties may be unwilling to build integrations, and we may be required to devote additional resources to develop integrations for business applications on our own. Providers of business applications with which we have integrations may decide to compete with us or enter into arrangements with our competitors, resulting in such providers withdrawing support for our integrations. In addition, any failure of our solutions to operate effectively with business applications could reduce the demand for our solutions, resulting in customer dissatisfaction and harm to our business. If we are unable to respond to these changes or failures in a cost-effective manner, our solutions may become less marketable, less competitive, or obsolete, and our results of operations may be negatively impacted.

In addition, we leverage the sales and referral resources of our network of referral partners through a variety of incentive programs. In the event that we are unable to effectively utilize, maintain, and expand these relationships, our revenue growth would slow, we would need to devote additional resources to the development, sales, and marketing of our solutions, and our financial results and future growth prospects would be harmed. Additionally, our referral partners may demand, or demand greater, referral fees or commissions.

Our acquisitions of, and investments in, other businesses, products, or technologies may not yield expected benefits and our inability to successfully integrate acquisitions may negatively impact our business, financial condition, and results of operations.

We have acquired a significant number of businesses, products, content (such as tax rate information), and technologies over the past several years, and we may acquire or invest in other businesses, products, content, or technologies in the future. Since 2014 we have acquired our fuel excise tax, lodging tax, communications tax, portions of our European VAT, and Brazil tax solutions. We may not realize the anticipated benefits, or any benefits, from our past or future acquisitions. In addition, if we finance acquisitions by incurring debt or by issuing equity or convertible or other debt securities, our existing shareholders may be diluted or we could face constraints related to the repayment of indebtedness, which could affect the market value of our capital stock. To the extent that the acquisition consideration is paid in the form of an earn-out on future financial results, the success of such an acquisition will not be fully realized by us for a period of time as it is shared with the sellers. Further, if we fail to properly evaluate and execute acquisitions or investments, our business and prospects may be seriously harmed and the value of your investment may decline. For us to realize the benefits of past and future acquisitions, we must successfully integrate the acquired businesses, products, or technologies with ours, which may take time. Some of the challenges to successful integration of our acquisitions include:

 

    unanticipated costs or liabilities resulting from our acquisitions;

 

    retention of key employees from acquired businesses;

 

    difficulties integrating acquired operations, personnel, technologies, products, or content;

 

    diversion of management attention from business operations and strategy;

 

    diversion of resources that are needed in other parts of our business;

 

    potential write-offs of acquired assets or investments;

 

    inability to generate sufficient revenue to offset acquisition or investment costs;

 

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    inability to maintain relationships with customers and partners of the acquired business;

 

    difficulty of transitioning acquired technology and related infrastructures onto our existing platform;

 

    maintaining security and privacy standards consistent with our other solutions;

 

    potential financial and credit risks associated with the acquired business or customers;

 

    the need to implement controls, procedures, and policies at the acquired company; and

 

    the tax effects of any such acquisitions.

Our failure to address these risks or other problems encountered in connection with our past or future acquisitions and investments could cause us to fail to realize the anticipated benefits of such acquisitions or investments and negatively impact our business, financial condition, and results of operations.

We face significant competition from other transaction tax compliance software providers and professional services firms, as well as the challenge of convincing businesses using do-it-yourself approaches to switch to our solutions.

We face significant competitive challenges from do-it-yourself approaches, outsourced transaction tax compliance services offered by accounting and specialized consulting firms, and tax-specific software vendors. Traditional do-it-yourself approaches are people-intensive and involve internal personnel manually performing compliance processes, often relying on transaction-specific research, static tax tables, non-tax specific software, or rate calculator services, as well as manual filing and remittance activities. Many businesses using do-it-yourself approaches believe that these manual processes are adequate and may be unaware that there is an affordable solution that is more effective, resulting in an inertia that can be difficult to overcome. In addition, the up-front costs of our solutions can limit our sales to businesses using do-it-yourself processes.

In addition, there are a number of competing tax-specific software vendors, some of which have substantially greater revenue, personnel, and other resources than we do. Our larger competitors, such as CCH Incorporated (a subsidiary of Wolters Kluwer NV), ONESOURCE Indirect Tax (a division of Thomson Reuters), Sovos, and Vertex, Inc., as well as the state and local tax services offered by large accounting firms, have historically targeted primarily large enterprise customers, but many of them also market to small to medium-sized businesses in search of growth in revenue or market share. In addition, our competitors who currently focus their tax compliance services on small to medium-sized businesses, such as TPS Unlimited, Inc. d/b/a TaxJar, may be better positioned than larger competitors to increase their market share with small to medium-sized businesses, whether competing based on price, service, or otherwise. We also face a growing number of competing private transaction tax compliance businesses focused primarily on ecommerce. Increased competition may impact our ability to add new customers at the rates we have historically achieved. It is also possible that large enterprises with substantial resources that operate in adjacent compliance, finance, or ecommerce verticals may decide to pursue transaction tax compliance automation and become immediate, significant competitors. Our failure to successfully and effectively compete with current or future competitors could lead to lost business and negatively affect our revenue growth.

We face significant risks in selling our solutions to enterprise customers, and if we do not manage these efforts effectively, our results of operations and ability to grow our customer base could be harmed.

Sales to enterprise customers typically involve higher customer acquisition costs and longer sales cycles and we may be less effective at predicting when we will complete these sales. The historical

 

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sales cycle and conversion rate trends associated with our existing customers, most of whom to date have been mid-market businesses, may not apply to larger enterprise businesses for whom purchasing decisions may require the approval of more technical personnel and management levels. This potential customer base may require us to invest more time educating prospects about the benefits of our solutions, causing our sales cycle to lengthen and become less predictable. In addition, larger customers may demand more integration services and customization, and our standard pricing model may be less attractive to certain customers with very high volumes of transactions. As a result of these factors, sales opportunities to larger businesses may require us to devote greater research and development, sales, support, and professional services resources to individual prospective customers, resulting in increased acquisition costs and strains on our limited resources. Moreover, these larger transactions may require us to delay recognizing the associated revenue we derive from these prospective customers until any technical or implementation requirements have been met. Furthermore, because we have limited experience selling to larger businesses, our investment in marketing our solutions to these potential customers may not be successful, which could harm our results of operations and our overall ability to grow our customer base.

Our quarterly and annual results of operations are likely to fluctuate in future periods.

We expect to experience quarterly or annual fluctuations in our results of operations due to a number of factors, many of which are outside of our control. This makes our future results difficult to predict and could cause our results of operations to fall below expectations or our predictions. Factors that might cause quarterly or annual fluctuations in our results of operations include:

 

    our ability to attract new customers and retain and grow revenue from existing customers;

 

    our ability to maintain, expand, train, and achieve an acceptable level of production from our sales and marketing teams;

 

    our ability to find and nurture successful sales opportunities;

 

    the timing of our introduction of new solutions or updates to existing solutions;

 

    our ability to grow and maintain our relationships with our network of third-party partners, including integration partners, referral partners, Avalara Included Partners, and professional service partners;

 

    the success of our customers’ businesses;

 

    our ability to successfully sell to enterprise businesses;

 

    the timing of large subscriptions and customer renewal rates;

 

    new government regulation;

 

    changes in our pricing policies or those of our competitors;

 

    the amount and timing of our expenses related to the expansion of our business, operations, and infrastructure;

 

    any impairment of our intangible assets and goodwill;

 

    any seasonality in connection with new customer agreements, as well as renewal and upgrade agreements, each of which have historically occurred at a higher rate in the fourth quarter of each year;

 

    future costs related to acquisitions of content, technologies, or businesses and their integration; and

 

    general economic conditions.

Any one of the factors above, or the cumulative effect of some or all of the factors referred to above, may result in significant fluctuations in our quarterly and annual results of operations. This

 

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variability and unpredictability could result in our failure to meet or exceed our internal operating plan. In addition, a percentage of our operating expenses is fixed in nature and is based on forecasted financial performance. In the event of revenue shortfalls, we may not be able to mitigate the negative impact on our results of operations quickly enough to avoid short-term impacts.

Because we recognize revenue from subscriptions for our solutions over the terms of the subscriptions and expense commissions associated with sales of our solutions immediately upon execution of a subscription agreement with a customer, our financial results in any period may not be indicative of our financial health and future performance.

We generally recognize revenue from subscription fees paid by customers ratably over the terms of their subscription agreements. As a result, most of the subscription revenue we report in each quarter is the result of agreements entered into during previous quarters. Consequently, a decline in new or renewed subscriptions in any one quarter will not be fully reflected in our revenue results for that quarter. Any such decline, however, will negatively affect our revenue in future quarters. Our subscription model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, as subscription revenue from new customers must be recognized over the applicable subscription terms.

In contrast, we expense commissions paid to our sales personnel and to our referral partners in the period in which we enter into an agreement for the sale of our solutions. Although we believe increased sales is a positive indicator of the long-term health of our business, increased sales could increase our operating expenses and decrease earnings in any particular period. Thus, we may report poor results of operations due to higher sales or customer referral source commissions in a period in which we experience strong sales of our solutions. Alternatively, we may report better results of operations due to the reduction of sales or customer referral source commissions in a period in which we experience a slowdown in sales. Therefore, you should not rely on our financial results during any one quarter as an indication of our financial health and future performance.

Our business is substantially dependent upon the continued development of the market for cloud-based software solutions.

We derive, and expect to continue to derive, substantially all of our revenue from the sale of subscriptions for our cloud-based software solutions. The market for cloud-based software solutions is not as mature as the market for on-premises software applications. We do not know whether the trend of adoption of cloud-based software solutions that we have experienced in the past will continue in the future, and the adoption rate of cloud-based software solutions may be slower at companies in industries with heightened data security interests or sensitivity to communication network slowdowns or outages. Our success will depend to a substantial extent on the widespread adoption of cloud-based software solutions in general, and of cloud-based tax software solutions in particular. Many businesses have invested substantial personnel and financial resources to integrate on-premises software products into their businesses and have been reluctant or unwilling to migrate to cloud-based software solutions. Furthermore, many larger businesses have been reluctant or unwilling to use cloud-based solutions because they have concerns regarding the risks associated with the security of their data and the reliability of the technology and service delivery model associated with solutions like ours. In addition, if we or other cloud-based providers experience security incidents, loss of customer data, disruptions in delivery, or other problems, the market for cloud-based software solutions as a whole, including for our solutions, may be negatively impacted. If the adoption of cloud-based software solutions does not continue at the rate we anticipate, the market for these solutions may stop developing or may develop more slowly than we expect, either of which would harm our results of operations.

 

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We hold significant amounts of money that we remit to taxing authorities on behalf of our customers, and this may expose us to liability from errors, delays, fraud, or system failures, which may not be covered by insurance.

We handle significant amounts of our customers’ money so that we can remit those amounts to various taxing jurisdictions on their behalf. If our banks’ or our own internal compliance procedures regarding cash management fail, are hacked or sabotaged, or if our banks or we are the subject of fraudulent behavior by personnel or third parties, we could face significant financial losses. Our efforts to remit tax payments to applicable taxing jurisdictions only after receiving the corresponding funds from our customers may fail, which would expose us to the financial risk of collecting from our customers after we have remitted funds on their behalf.

Additionally, we are subject to risk from concentration of cash and cash equivalent accounts, including cash from our customers that is to be remitted to taxing jurisdictions, with financial institutions where deposits routinely exceed federal insurance limits. If the financial institutions in which we deposit our customers’ cash were to experience insolvency or other financial difficulty, our access to cash deposits could be limited, any deposit insurance may not be adequate, we could lose our cash deposits entirely, and we could be exposed to liability to our customers. Any of these events would negatively impact our liquidity, results of operations, and our reputation.

If we make errors in our customers’ transaction tax determinations, or remit their tax payments late or not at all, our reputation, results of operations, and growth prospects could suffer.

The tax determination functions we perform for customers are complicated from a data management standpoint, time-sensitive, and dependent on the accuracy of the database of tax content underlying our solutions. Some of our processes are not fully automated, such as our process for monitoring updates to tax rates and rules, and even to the extent our processes are automated, our solutions are not proven to be without any possibility of errors. If we make errors in our customers’ tax determinations, or remit their tax payments late or not at all, our customers may be assessed interest and penalties. For example, as a certified provider in the Streamlined Sales Tax program we determine and remit sales taxes to certain states on behalf of our customers, and that agreement contains provisions detailing the circumstances under which we may become liable to member states in the event of delinquent payment of taxes. In a situation where the state is conducting a sales tax audit and our customer has declared bankruptcy or otherwise terminated operations before the appropriate documentation or tax liabilities have been remitted to the taxing jurisdiction, we could be held to be financially responsible for certain tax liabilities. For certain of our solutions, we guarantee the accuracy of the results or output provided by those solutions, and could be liable under such guarantee for up to 12 months’ service fees for those solutions in the event of an error that results in uncollected taxes, penalties, or interest. Although our agreements have disclaimers of warranties and limit our liability (beyond the amounts we agree to pay pursuant to our guarantee, if applicable), a court could determine that such disclaimers and limitations are unenforceable as a matter of law and hold us liable for these errors. Further, in some instances we have negotiated agreements with specific customers or assumed agreements in connection with our acquisitions that do not limit this liability or disclaim these warranties. Additionally, erroneous tax determinations could result in overpayments to taxing authorities that are difficult to reclaim from the applicable taxing authorities. Any history of erroneous tax determinations for our customers could also cause our reputation to be harmed, could result in negative publicity, loss of or delay in market acceptance of our solutions, loss of customer renewals, and loss of competitive position. In addition, our errors and omissions insurance coverage may not cover all amounts claimed against us if such errors or failures occur. The financial and reputational costs associated with any erroneous tax determinations may be substantial and could harm our results of operations.

 

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Changes in tax laws and regulations or their interpretation or enforcement may cause us to invest substantial amounts to modify our solutions, cause us to change our business model, or draw new competitors to the market.

Changes in tax laws or regulations or interpretations of existing taxation requirements in the United States or in other countries may require us to change the manner in which we conduct some aspects of our business and could harm our ability to attract and retain customers. For example, a material portion of our revenue is generated by performing what can be complex transaction tax determinations and corresponding preparation of tax returns and remittance of taxes. Changes in tax laws or regulations that reduce complexity or decrease the frequency of tax filings could negatively impact our revenue. In addition, there is considerable uncertainty as to if, when, and how tax laws and regulations might change. As a result, we may need to invest substantially to modify our solutions to adapt to new tax laws or regulations. If our platform and solutions are not flexible enough to adapt to changes in tax laws and regulations, our financial condition and results of operations may suffer.

A number of states have considered or adopted laws that attempt to require out-of-state retailers to collect sales taxes on their behalf or to provide the jurisdiction with information enabling it to more easily collect use tax. On April 17, 2018, the U.S. Supreme Court heard oral arguments in a challenge to such legislation (South Dakota v. Wayfair, Inc.). There has also been consideration of federal legislation related to taxation of ecommerce sales, including the Marketplace Fairness Act, which, if enacted into law, would allow states to require online and other out of state merchants to collect and remit sales and use tax on products and services that they may sell. Similar issues exist outside of the United States, where the application of value-added taxes or other indirect taxes on online retailers is uncertain and evolving. The effect of changes in tax laws and regulations is uncertain and dependent on a number of factors. Depending on the content of any sales tax legislation, the role of third-party compliance vendors may change, we may need to invest substantial amounts to modify our solutions or our business model, we could see a decrease in demand, we could see new competitors enter the market, or we could be negatively impacted by such legislation in a way not yet known.

Cybersecurity, data security, and data privacy breaches may create liability for us, damage our reputation, and harm our business.

We face risks of cyber-attacks, computer break-ins, theft, denial-of-service attacks, and other improper activity that could jeopardize the performance of our platform and solutions and expose us to financial and reputational harm. Such harm could be in the form of theft of our, or our customers’ confidential information, the inability of our customers to access our systems, or the improper re-routing of customer funds through fraudulent transactions. Third parties, including vendors that provide products and services for our operations, could also be a source of security risk to us in the event of a failure of their own security systems and infrastructure. Our network of business application providers could also be a source of vulnerability to the extent their business applications interface with ours, whether unintentionally or through a malicious backdoor. We do not review the software code included in third-party integrations in all instances. Because the techniques used to obtain unauthorized access, or to sabotage systems, change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Malicious third parties may also conduct attacks designed to temporarily deny customers access to our solutions, such as denial of service attacks. Any of these occurrences could create liability for us, put our reputation in jeopardy, and harm our business.

Our customers provide us with information that our solutions store, some of which is confidential information about them or their financial transactions. In addition, we store personal information about our employees and, to a lesser extent, those who purchase products or services from our customers. We have security systems and information technology infrastructure designed to protect against unauthorized access to such information. The security systems and infrastructure we maintain may not

 

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be successful in protecting against all security breaches and cyber-attacks, social-engineering attacks, computer break-ins, theft, and other improper activity. Threats to our information technology security can take various forms, including viruses, worms, and other malicious software programs that attempt to attack our solutions or platform or to gain access to the data of our customers or their customers. Any significant violations of data privacy could result in the loss of business, litigation, regulatory investigations, loss of customers, and penalties that could damage our reputation and adversely affect the growth of our business.

Failures in Internet infrastructure or interference with broadband or wireless access could cause current or potential customers to believe that our platform or solutions are unreliable, leading these customers to switch to our competitors or to avoid using our solutions, which could negatively impact our revenue or harm our opportunities for customer growth.

Our solutions depend on our customers’ high-speed broadband or wireless access to the Internet, particularly for our POS and ecommerce customers whose businesses require real time tax determinations. Increasing numbers of customers and bandwidth requirements may degrade the performance of our solutions due to capacity constraints and other Internet infrastructure limitations, and additional network capacity to maintain adequate data transmission speeds may be unavailable or unacceptably expensive. If adequate capacity is not available to us, our solutions may be unable to achieve or maintain sufficient data transmission, reliability, or performance. In addition, if Internet service providers and other third parties providing Internet services, including incumbent phone companies, cable companies, and wireless companies, have outages or suffer deterioration in their quality of service, our customers may not have access to or may experience a decrease in the quality of our solutions. These providers may take measures that block, degrade, discriminate, disrupt, or increase the cost of customer access to our solutions. Any of these disruptions to data transmission could lead customers to switch to our competitors or avoid using our solutions, which could negatively impact our revenue or harm our opportunities for growth.

Our platform, solutions, and internal systems may be subject to disruption that could harm our reputation and future sales or result in claims against us.

Because our operations involve delivering a suite of transaction tax compliance solutions to our customers through a cloud-based software platform, our continued growth depends in part on the ability of our platform and related computer equipment, infrastructure, and systems to continue to support our solutions. In the past, we have experienced temporary platform disruptions, outages in our solutions, and degraded levels of performance due to human and software errors, file corruption, and capacity constraints associated with the number of customers accessing our platform simultaneously. While our past experiences have not materially impacted us, in the future we may face more extensive disruptions, outages, or performance problems. In addition, malicious third parties may also conduct attacks designed to sabotage our platform, impede the performance of our solutions, or temporarily deny customers access to our solutions. If an actual or perceived disruption, outage, performance problem, or attack occurs, it could:

 

    adversely affect the market perception of our solutions;

 

    harm our reputation;

 

    divert the efforts of our technical and management personnel;

 

    impair our ability to operate our business and provide solutions to our customers;

 

    cause us to lose customer information; or

 

    harm our customers’ businesses.

Any of these events may increase non-renewals, limit our ability to acquire new customers, result in delayed or withheld payments from customers, or result in claims against us.

 

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Undetected errors, bugs, or defects in our solutions could harm our reputation or decrease market acceptance of our solutions, which would harm our business and results of operations.

Our solutions may contain undetected errors, bugs, or defects. We have experienced these errors, bugs, or defects in the past in connection with new solutions and solution upgrades and we expect that errors, bugs, or defects may be found from time to time in the future in new or enhanced solutions after their commercial release. Our solutions are often used in connection with large-scale computing environments with different operating systems, system management software, equipment, and networking configurations, which may cause or reveal errors or failures in our solutions or in the computing environments in which they are deployed. Despite testing by us, errors, bugs, or defects may not be found in our solutions until they are deployed to or used by our customers. In the past, we have discovered software errors, bugs, and defects in our solutions after they have been deployed to customers.

Since our customers use our solutions for compliance reasons, any errors, bugs, defects, disruptions in service, or other performance problems with our solutions may damage our customers’ business and could hurt our reputation. We may also be required, or may choose, for customer relations or other reasons, to expend additional resources to correct actual or perceived errors, bugs, or defects in our solutions. If errors, bugs, or defects are detected or perceived to exist in our solutions, we may experience negative publicity, loss of competitive position, or diversion of the attention of our key personnel; our customers may delay or withhold payment to us or elect not to renew their subscriptions; or other significant customer relations problems may arise. We may also be subject to liability claims, including pursuant to our accuracy guarantee, for damages related to errors, bugs, or defects in our solutions. A material liability claim or other occurrence that harms our reputation or decreases market acceptance of our solutions may harm our business and results of operations.

We rely upon data centers and other systems and technologies provided by third parties to operate our business, and interruptions or performance problems with these centers, systems and technologies may adversely affect our business and operating results.

We rely on data centers and other technologies and services provided by third parties in order to operate our business. We operate both physical data centers supported by Equinix and cloud data centers supported by Amazon Web Services and Microsoft Azure. If any of these services becomes unavailable or otherwise is unable to serve our requirements, there could be a delay in activating a mirrored data center or our disaster recovery system.

Our business depends on our ability to protect the growing amount of information stored in our data centers and related systems, offices, and hosting facilities, against damage from earthquake, floods, fires, other extreme weather conditions, power loss, telecommunications failures, hardware failures, unauthorized intrusion, overload conditions, and other events. If our data centers or related systems fail to operate properly or become disabled even for a brief period of time, we could suffer financial loss, a disruption of our business, liability to customers, or damage to our reputation. Our response to any type of disaster may not be successful in preventing the loss of customer data, service interruptions, and disruptions to our operations, or damage to our important facilities.

Our data center providers have no obligations to renew their agreements with us on commercially reasonable terms, or at all, and it is possible that we will not be able to switch our operations to another provider in a timely and cost effective manner should the need arise. If we are unable to renew our agreements with these providers on commercially reasonable terms, or if in the future we add additional data center facility providers, we may face additional costs or expenses or downtime, which could harm our business.

 

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Any unavailability of, or failure to meet our requirements by, third-party data centers, technologies, or services, could impede our ability to provide services to our customers, harm our reputation, subject us to potential liabilities, result in contract terminations, and adversely affect our customer relationships. Any of these circumstances could adversely affect our business and operating results.

Incorrect or improper implementation, integration, or use of our solutions could result in customer dissatisfaction and negatively affect our business, results of operations, financial condition, and growth prospects.

Our solutions are deployed in a wide variety of technology environments and integrated into a broad range of complex workflows and third-party software. If we or our customers are unable to implement our solutions successfully, are unable to do so in a timely manner, or our integration partners are unable to integrate with our solutions through our integrations, customer perceptions of our solutions may be impaired, our reputation and brand may suffer, and customers may choose not to renew or expand the use of our solutions.

Our customers may need training or education in the proper use of and the variety of benefits that can be derived from our solutions to maximize their potential benefits. If our solutions are not implemented or used correctly or as intended, inadequate performance may result. Because our customers rely on our solutions to manage a wide range of tax compliance operations, the incorrect or improper implementation or use of our solutions, or our failure to provide adequate support to our customers, may result in negative publicity or legal claims against us, which could harm our business, results of operations and financial condition. Also, as we continue to expand our customer base, any failure by us to properly provide training and support will likely result in lost opportunities for additional subscriptions for our solutions.

We rely on third-party computer hardware, software, content, and services for use in our solutions. Errors and defects, or failure to successfully integrate or license necessary third-party software, content, or services, could cause delays, errors, or failures of our solutions, increases in our expenses, and reductions in our sales, which could harm our results of operations.

We rely on computer hardware purchased or leased from, software licensed from, content licensed from, and services provided by a variety of third parties to offer our solutions, including database, operating system, virtualization software, tax requirement content, and geolocation content and services. Any errors, bugs, or defects in third-party hardware, software, content, or services could result in errors or a failure of our solutions, which could harm our business. For example, in 2018, a third-party provider data center infrastructure failure resulted in a period of higher than usual latency and outages that impacted some customers. In the future, we might need to license other hardware, software, content, or services to enhance our solutions and meet evolving customer requirements. Any inability to use hardware or software could significantly increase our expenses and otherwise result in delays, a reduction in functionality, or errors or failures of our products until equivalent technology is either developed by us or, if available, is identified, obtained through purchase or license, and integrated into our solutions, any of which may reduce demand for our solutions. In addition, third-party licenses may expose us to increased risks, including risks associated with the integration of new technology, the diversion of resources from the development of our own proprietary technology, and our inability to generate revenue from new technology sufficient to offset associated acquisition and maintenance costs, all of which may increase our expenses and harm our results of operations.

 

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If we fail to effectively maintain and enhance our brand, our business may suffer.

We believe that continuing to strengthen our brand will be critical to achieving widespread acceptance of our solutions and will require continued focus on active marketing efforts. We may need to increase our investment in, and devote greater resources to, sales, marketing, and other efforts to create and maintain brand awareness among customers. Our brand awareness efforts will require investment not just in our core U.S. sales tax determination service, but also in newer services we have developed or acquired, such as our excise or lodging tax services, and in foreign markets. The demand for and cost of online and traditional advertising have been increasing and may continue to increase. Brand promotion activities may not yield increased revenue, and even if they do, any increased revenue may not offset the expenses incurred in building our brand. If we fail to promote and maintain our brand, or if we incur substantial expense in an unsuccessful attempt to promote and maintain our brand, our business could suffer.

Changes in the application, scope, interpretation, or enforcement of laws and regulations pertaining to our business may harm our business or results of operations, subject us to liabilities, and require us to implement new compliance programs or business methods.

We perform a number of critical business functions for our customers, including remittance of the taxes our customers owe to taxing authorities. Our electronic payment of customers’ taxes may be subject to federal or state laws or regulations relating to money transmission. The federal Bank Secrecy Act requires that financial institutions, of which money transmitters are a subset, register with the U.S. Department of Treasury’s Financial Crimes Enforcement Network and maintain policies and procedures reasonably designed to monitor, identify, report and, where possible, avoid money laundering and criminal or terrorist financing by customers. Most U.S. states also have laws that apply to money transmitters, and impose various licensure, examination, and bonding requirements on them. We believe these federal and state laws and regulations were not intended to cover the business activity of remitting transaction taxes that taxpayers owe to the various states. However, if federal or state regulators were to apply these laws and regulations to this business activity, whether through expansion of enforcement activities, new interpretations of the scope of certain of these laws or regulations or of available exemptions, or otherwise, or if our activities are held by a court to be covered by such laws or regulations, we could be required to expend time, money, and other resources to deal with enforcement actions and any penalties that might be asserted, to institute and maintain a compliance program specific to money transmission laws, and possibly to change aspects of how we conduct business to achieve compliance or minimize regulation. Application of these laws to our business could also make it more difficult or costly for us to maintain our banking relationships. Financial institutions may also be unwilling to provide banking services to us due to concerns about the large dollar volume moving in and out of our accounts on behalf of our customers in the ordinary course of our business. As we continue to expand the solutions we offer and the jurisdictions in which we offer them, we could become subject to other licensing, examination, or regulatory requirements relating to financial services.

Determining the transaction taxes owed by our customers involves providing our platform with the types and prices of products they sell, as well as information regarding addresses that products are shipped from and delivered to. Our tax exemption certificate management solution also requires input of certain information regarding the purchasers who are entitled to tax exemptions. Numerous federal, state, and local laws and regulations govern the collection, dissemination, use, and safeguarding of certain personal information. Although most of the data that is provided to our services by our customers cannot be used to identify individual consumers, we may be subject to these laws in certain circumstances. Most states have also adopted data security breach laws that require notice be given to affected consumers in the event of a security breach. In the event of a security breach, our compliance with these laws may subject us to costs associated with notice and remediation, as well as potential investigations from federal regulatory agencies and state attorneys general. A failure on our part to safeguard consumer data

 

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adequately or to destroy data securely may subject us, depending on the personal information in question, to costs associated with notice and remediation, as well as potential regulatory investigations or enforcement actions, and possibly to civil liability, under federal or state data security or unfair practices or consumer protection laws. If federal or state regulators were to expand their enforcement activities, or change their interpretation of the applicability of these laws, or if new laws regarding privacy and protection of consumer data were to be adopted, the burdens and costs of complying with them could increase significantly, harming our results of operations and possibly the manner in which we conduct our business. As our business increasingly involves dealings with foreign customers or compliance with foreign tax regimes, we may also become subject to similar data security and privacy protection requirements in foreign jurisdictions. For example, the European Union has adopted a General Data Protection Regulation (GDPR), which will take effect May 25, 2018. This regulation will require certain operational changes to be made by companies that receive or process personal data of residents of the EU and will include significant penalties for non-compliance. In addition, other governmental authorities around the world are considering implementing similar types of legislative and regulatory proposals concerning data protection. We may incur significant costs to comply with these mandatory privacy and security standards.

We may not be able to secure additional financing on favorable terms, or at all, to meet our future capital needs, which could harm our business, results of operations, financial condition, and prospects.

We intend to continue making substantial investments to fund our business and support our growth. In addition to the revenue we generate from our business, we may need to engage in equity or debt financings to provide necessary funds. The success of any future financing efforts depends on many factors outside of our control, including market forces, investment banking trends, and demand by investors. We may not be successful in raising additional capital at an acceptable valuation, on favorable terms, when we require it, or at all. If we raise additional funds through future issuances of equity or convertible debt securities, our existing shareholders could suffer dilution, and any new equity securities we issue could have rights, preferences, and privileges senior to those of holders of our capital stock. Debt financing, if available, may involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which could reduce our operational flexibility or make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may suffer. In addition, our inability to generate or obtain the financial resources needed may require us to delay, scale back, or eliminate some or all of our operations, which may harm our business, results of operations, financial condition, and prospects.

Debt service obligations, financial covenants, and other provisions of our credit agreement could adversely affect our financial condition and impair our ability to operate our business.

In November 2017, we amended our loan and security agreement with Silicon Valley Bank and Ally Bank, or the Lenders. The credit arrangements include a senior secured $30.0 million term loan facility and a $50.0 million revolving credit facility or, collectively, the Credit Facilities. The Credit Facilities are described in the section of this prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Borrowings.”

The Credit Facilities could have significant negative consequences to us, such as:

 

    requiring us to dedicate a substantial portion of our cash flow from operations to pay principal of, and interest on, our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, or other general corporate purposes, or to carry out other business strategies;

 

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    increasing our vulnerability to general adverse economic and industry conditions and limiting our ability to withstand competitive pressures;

 

    harming our results of operations, particularly if our interest expense increases due to an increase in our outstanding indebtedness or an increase in interest rates;

 

    harming our financial condition and impairing our ability to grow and operate our business;

 

    limiting our flexibility in planning for, or reacting to, changes in our business and future business opportunities; and

 

    limiting our ability to obtain additional financing for working capital, capital expenditures, and other business strategies.

Our ability to meet our debt obligations and other expenses will depend on our future performance, which will be affected by financial, business, economic, regulatory, and other factors, many of which we are unable to control. If our business does not perform as expected, or if we generate less than anticipated revenue or encounter significant unexpected costs, we may default under the Credit Facilities, which could require us to repay outstanding obligations, terminate the Credit Facilities, suffer cross-defaults in other contractual obligations, or pay significant damages. For example, for a period in early 2017, we were not in compliance with the minimum net billing covenant under the Credit Facilities and, as a result, we entered into amendments to the Credit Facilities to modify this covenant. If we are unable to satisfy our debt covenants in the future, or otherwise default under the Credit Facilities, our operations may be interrupted, and our ability to fund our operations or obligations, as well as our business, financial results, and financial condition, could suffer.

Our ability to use our net operating loss to offset future taxable income may be subject to certain limitations.

As of December 31, 2017, we had U.S. federal net operating loss carryforwards, or NOLs, of approximately $292.2 million due to prior period losses. In general, under Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its NOLs to offset future taxable income. Our existing NOLs may be subject to limitations arising from previous ownership changes and in addition, may become subject to limitations in connection with this offering. Future changes in our stock ownership, the causes of which may be outside of our control, could result in an ownership change under Section 382 of the Code. Our NOLs may also be impaired under state laws. Furthermore, our ability to utilize NOLs of companies that we may acquire in the future may be subject to limitations. There is also a risk that due to regulatory changes, such as suspensions on the use of NOLs, or other unforeseen reasons, our existing NOLs could expire or otherwise be unavailable to offset future income tax liabilities. For these reasons, we may not be able to realize a tax benefit from the use of our NOLs, whether or not we attain profitability.

If we fail to attract and retain qualified personnel, our business could be harmed.

Our success depends in large part on our ability to attract, integrate, motivate, and retain highly qualified personnel at a reasonable cost, particularly sales and marketing personnel, software developers, technical support, and research and development personnel on the terms we desire. Competition for skilled personnel is intense and we may not be successful in attracting, motivating, and retaining needed personnel. We also may be unable to attract or integrate into our operations qualified personnel on the schedule we desire. Our inability to attract, integrate, motivate, and retain the necessary personnel could harm our business. Dealing with the loss of the services of our executive officers or key personnel and the process to replace any of our executive officers or key personnel may involve significant time and expense, take longer than anticipated, and significantly delay or prevent the achievement of our business objectives, which would harm our financial condition, results of operations, and business.

 

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We need to continue making significant investments in software development and equipment to improve our business.

To improve the scalability, security, efficiency, and failover aspects of our solutions, and to support the expansion of our solutions into other tax types, such as international VAT, additional excise taxes, or additional lodging taxes, we will need to continue making significant capital equipment expenditures and also invest in additional software and infrastructure development. If we experience increasing demand in subscriptions, we may not be able to augment our infrastructure quickly enough to accommodate such increasing demand. In the event of decreases in subscription sales, certain of our fixed costs, such as for capital equipment, may make it difficult for us to adjust our expenses downward quickly. Additionally, we are continually updating our software and content, creating expenses for us. We may also need to review or revise our software architecture as we grow, which may require significant resources and investments.

If economic conditions worsen, it may negatively affect our business and financial performance.

Our financial performance depends, in part, on the state of the economy. Declining levels of economic activity may lead to declines in spending and fewer transactions for which transaction tax is due, which may result in decreased revenue for us. Concern about the strength of the economy may slow the rate at which businesses of all sizes are willing to hire an outside vendor to perform the determination and remittance of their transaction taxes and filing of related returns. If our customers and potential customers experience financial hardship as a result of a weak economy, industry consolidation, or other factors, the overall demand for our solutions could decrease. If economic conditions worsen, our business, results of operations, and financial condition could be harmed.

Sales to customers or operations outside the United States may expose us to risks inherent in international sales.

Historically, transactions occurring outside of the United States have represented a very small portion of our transactions processed. However, we intend to continue to expand our international sales efforts, and have recently acquired or developed sales operations in Europe, India, and Brazil. Operating in international markets requires significant resources and management attention and will subject us to regulatory, economic, and political risks that are different from those in the United States. Because of our limited experience with international operations, our international expansion efforts may not be successful. We may rely heavily on third parties outside of the United States, in which event we may be harmed if we invest time and resources into such business relationships but do not see significant sales from such efforts. Potential risks and challenges associated with sales to customers and operations outside the United States include:

 

    compliance with multiple conflicting and changing governmental laws and regulations, including employment, tax, money transmission, privacy, and data protection laws and regulations;

 

    laws and business practices favoring local competitors;

 

    new and different sources of competition;

 

    securing new integrations for international technology platforms;

 

    localization of our solutions, including translation into foreign languages, obtaining and maintaining local content, and customer care in various native languages;

 

    treatment of revenue from international sources and changes to tax rules, including being subject to foreign tax laws and being liable for paying withholding of income or other taxes in foreign jurisdictions;

 

    fluctuation of foreign currency exchange rates;

 

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    different pricing environments;

 

    restrictions on the transfer of funds;

 

    difficulties in staffing and managing foreign operations;

 

    availability of reliable broadband connectivity in areas targeted for expansion;

 

    different or lesser protection of our intellectual property;

 

    longer sales cycles;

 

    natural disasters, acts of war, terrorism, pandemics, or security breaches;

 

    compliance with various anti-bribery and anti-corruption laws such as the Foreign Corrupt Practices Act;

 

    regional or national economic and political conditions; and

 

    pressure on the creditworthiness of sovereign nations resulting from liquidity issues or political actions.

Any of these factors could negatively impact our business and results of operations.

Our ability to protect our intellectual property is limited and our solutions may be subject to claims of infringement by third parties.

Our success depends, in part, upon our proprietary technology, processes, trade secrets, and other proprietary information and our ability to protect this information from unauthorized disclosure and use. We primarily rely upon a combination of confidentiality procedures, contractual provisions, copyright, trademark, and trade secret laws, and other similar measures to protect our proprietary information and intellectual property. Our trademarks and service marks include Avalara, the Avalara logo, AvaTax, the Avalara Compliance Cloud, “Tax compliance done right,” marks for our acquired businesses, and various marketing slogans. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our solutions or to obtain and use information that we regard as proprietary, and third parties may attempt to develop similar technology independently. Our means of protecting our proprietary rights may not be adequate.

In addition, third parties may claim infringement by us with respect to current or future solutions or other intellectual property rights. The software and Internet industries are characterized by the existence of a large number of patents, trademarks, and copyrights and by frequent litigation based on allegations of infringement or other violations of intellectual property rights. The outcome of any claims or litigation, regardless of the merits, is inherently uncertain. Any claims and lawsuits, and the disposition of such claims and lawsuits, whether through settlement or licensing discussions, or litigation, could be time-consuming and expensive to resolve, divert management attention from executing our strategies, result in efforts to enjoin our activities, lead to attempts on the part of other parties to pursue similar claims, and, in the case of intellectual property claims, require us to change our technology, change our business practices, pay monetary damages, or enter into short- or long-term royalty or licensing agreements. Any adverse determination related to intellectual property claims or other litigation could prevent us from offering our solutions to others, could be material to our financial condition or cash flows, or both, or could otherwise harm our results of operations.

Indemnity provisions in our subscription agreements potentially expose us to substantial liability for intellectual property infringement and other losses.

In many of our subscription agreements with our customers, we agree to indemnify our customers against any losses or costs incurred in connection with claims by a third party alleging that a customer’s use of our solutions infringes on the intellectual property rights of the third party. Customers

 

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facing infringement claims may in the future seek indemnification from us under the terms of our contracts. If such claims are successful, or if we are required to indemnify or defend our customers from these or other claims, these matters could be disruptive to our business and management and harm our business, results of operations, and financial condition.

We use open source software in our platform and solutions, which may subject us to litigation or other actions that could harm our business.

We use open source software in our platform and solutions, and we may use more open source software in the future. In the past, companies that have incorporated open source software into their products have faced claims challenging the ownership of open source software or compliance with open source license terms. Accordingly, we could be subject to suits by parties claiming ownership of what we believe to be open source software or claiming noncompliance with open source licensing terms. Some open source software licenses require users who distribute open source software as part of their software to publicly disclose all or part of the source code to such software or make available any derivative works of the open source code on unfavorable terms or at no cost. If we were to use open source software subject to such licenses, we could be required to release our proprietary source code, pay damages, re-engineer our applications, discontinue sales, or take other remedial action, any of which could harm our business. In addition, if the license terms for updated or enhanced versions of the open source software we utilize change, we may be forced to re-engineer our platform or solutions or incur additional costs.

Risks Relating to this Offering and Our Common Stock

There has been no prior market for our common stock. An active market may not develop or be sustainable, and investors may not be able to resell their shares at or above the initial public offering price.

Prior to this offering, there has been no public market for our common stock. The initial public offering price for our common stock will be determined through negotiations between the representatives of the underwriters and us and may vary from the market price of our common stock following the closing of this offering. An active or liquid market in our common stock may not develop following the closing of this offering or, if it does develop, it may not be sustainable. In the absence of an active trading market for our common stock, you may not be able to resell those shares at or above the initial public offering price or at the time you would like to sell. We cannot predict the prices at which our common stock will trade.

Our stock price may be volatile or may decline regardless of our operating performance, resulting in substantial losses for investors purchasing shares in this offering.

The market price and trading volume of our common stock may fluctuate significantly regardless of our operating performance, in response to numerous factors, many of which are beyond our control, including:

 

    actual or anticipated fluctuations in our results of operations;

 

    the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

 

    failure of securities analysts to initiate or maintain coverage of our company, changes in financial estimates or ratings by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

 

    announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, results of operations, or capital commitments;

 

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    changes in our Board of Directors or management;

 

    changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;

 

    price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

 

    sales of large blocks of our common stock, including sales by our executive officers, directors, or significant shareholders;

 

    lawsuits threatened or filed against us;

 

    changes in laws or regulations applicable to our business;

 

    the expiration of contractual lock-up agreements;

 

    changes in our capital structure, such as future issuances of debt or equity securities;

 

    short sales, hedging, and other derivative transactions involving our capital stock;

 

    general economic conditions in the United States and internationally;

 

    other events or factors, including those resulting from war, incidents of terrorism, or responses to these events; and

 

    the other factors described in these Risk Factors.

In addition, stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many technology companies. Stock prices of many technology companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, shareholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and harm our business, financial condition, and results of operations.

We may not be able to determine in the future that our internal controls over financial reporting are effective, and we may not receive an auditor attestation regarding our internal controls in the foreseeable future.

When we become a public company following this initial public offering, we will be required to furnish a report by management on, among other things, the effectiveness of our internal controls over financial reporting for the first fiscal year beginning after the effective date of this offering. As discussed below in these risk factors, we have identified a significant deficiency in our internal controls over financial reporting as of December 31, 2017 and previously identified a material weakness in our internal controls over financial reporting as of December 31, 2016. The material weakness was remediated as of December 31, 2017. If we identify other material weaknesses in the future, our management will be unable to conclude that our internal controls over financial reporting are effective. Our independent registered public accounting firm will not be required to attest formally to the effectiveness of our internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until the later of the year following our first annual report required to be filed with the SEC or the date we are no longer an “emerging growth company” as defined in the JOBS Act. Accordingly, you will not be able to depend on any attestation concerning our internal controls over financial reporting from our independent registered public accountants for the foreseeable future.

 

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Substantial future sales of shares of our common stock could cause the market price of our common stock to decline.

Sales of a substantial number of shares of our common stock following the closing of this offering, particularly sales by our directors, executive officers, and significant shareholders, or the perception that these sales might occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of our common stock.

All of our executive officers, directors, and the holders of substantially all of our capital stock are subject to lock-up agreements or other contractual limitations that restrict their ability to transfer shares of our capital stock for 180 days from the date of this prospectus. Subject to certain exceptions, the lock-up agreements or other contractual limitations limit the number of shares of capital stock that may be sold immediately following this offering. We will have            outstanding shares of our common stock upon the closing of this offering, based on the number of shares outstanding as of March 31, 2018 and assuming the issuance of              shares of common stock upon the net exercise of warrants that will terminate if not exercised in connection with this offering. This includes the shares included in this offering, which may be sold in the public market immediately without restriction or further registration under the Securities Act of 1933, as amended, or the Securities Act, except for any shares held by our affiliates as defined in Rule 144 under the Securities Act. Subject to certain limitations, as of                     , 2018, approximately              shares of our common stock will become eligible for sale upon expiration of the 180-day lock-up period. Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC may, in their sole discretion, permit our shareholders who are subject to these lock-up agreements or other contractual limitations to sell shares prior to the expiration of the lock-up agreements or other contractual limitations.

In addition, as of March 31, 2018, there were 11,213,733 shares of common stock issuable upon exercise of outstanding options. Following the closing of this offering, we intend to file a registration statement on Form S-8 under the Securities Act to register shares of our common stock issued or reserved for issuance under our equity compensation plans and agreements. Accordingly, these shares will be able to be freely sold in the public market upon issuance as permitted by any applicable securities laws, applicable vesting requirements, and the lock-up agreements described above. See the section of this prospectus titled “Shares Eligible for Future Sale” for a more detailed description of sales that may occur in the future.

After the closing of this offering, the holders of an aggregate of              shares of our common stock, including shares of common stock issuable upon the conversion of our preferred stock and shares of common stock issuable upon the net exercise of warrants that will terminate if not exercised in connection with this offering, or their permitted transferees, will be entitled to rights, subject to some conditions, to require us to file registration statements covering their shares, or to include their shares in registration statements that we may file for ourselves or our shareholders.

Upon the completion of this offering, our directors, officers, and 5% or greater shareholders will beneficially own a majority of our outstanding voting stock and will be able to control shareholder decisions on very important matters.

Upon completion of this offering, the members of our Board of Directors, our executive officers, our 5% or greater shareholders, and their respective affiliates will beneficially own, in the aggregate, approximately     % of our outstanding voting stock. As a result, such shareholders will collectively have the power to control our management policy, fundamental corporate actions, including mergers, substantial acquisitions and dispositions, and election of directors to our Board of Directors. The concentrated voting power of these shareholders could have the effect of delaying or preventing a significant corporate transaction such as a sale, merger, or public offering of our capital stock. This

 

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influence over our affairs could, under some circumstances, be adverse to the interests of the other shareholders.

If securities or industry analysts do not publish research or reports about our business, or publish inaccurate or negative reports about our business, our share price and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business, our market, and our competitors. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade our shares or publish inaccurate or negative reports about our business, our share price would likely decline. If few securities analysts commence coverage of us, or if one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

We may invest or spend the proceeds of this offering in ways with which you may not agree or in ways that may not yield a return.

Our management will have broad discretion to use our net proceeds from this offering, and you will be relying on the judgment of our management regarding the application of these proceeds. Our management might not apply our net proceeds of this offering in ways that increase the value of your investment. We expect to use the net proceeds we receive for working capital and other general corporate purposes. In addition to other investments in our growth strategies, we may also use a portion of the net proceeds that we receive to acquire or invest in complementary businesses, products, services, technologies, or other assets. As of the date of this prospectus, we have not entered into any agreements or commitments with respect to any specific acquisitions or investments at this time. We cannot specify with certainty all of the particular uses of the net proceeds that we will receive from this offering. Accordingly, we will have broad discretion in using these proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. Furthermore, the amount and timing of our actual expenditures will depend on numerous factors, including the cash used in or generated by our operations, the status of our development, the level of our sales and marketing activities, the pace of our international expansion plans, and our investments and acquisitions. The net proceeds may be used for purposes that do not increase the value of our business or increase the risks to you, which could cause the price of our stock to decline. Until net proceeds are used, they may be placed in investments that do not produce significant income or that may lose value.

We are an “emerging growth company” and intend to comply with the reduced disclosure and regulatory requirements, which may make our common stock less attractive to investors.

We qualify as an “emerging growth company” as defined in the JOBS Act, and we intend to take advantage of reduced disclosure and regulatory requirements that are otherwise generally applicable to public companies. As an emerging growth company:

 

    we are not required to obtain an attestation report from our independent registered public accounting firm on our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act;

 

    we may present reduced disclosure regarding executive compensation in our periodic reports and proxy statements; and

 

    we are not required to hold nonbinding advisory shareholder votes on executive compensation or golden parachute arrangements.

 

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We may take advantage of these reduced requirements until we are no longer an “emerging growth company,” which will occur upon the earlier of (1) the last day of the fiscal year following the fifth anniversary of this offering, (2) the last day of the first fiscal year in which our annual gross revenue is $1.07 billion or more, (3) the date on which we have, during the previous rolling three-year period, issued more than $1.0 billion in non-convertible debt securities, and (4) the date on which we are deemed to be a “large accelerated filer” as defined in the Securities Exchange Act of 1934, as amended, or the Exchange Act. Investors may find our common stock less attractive or our company less comparable to certain other public companies because we will rely on these reduced requirements.

In addition, pursuant to the JOBS Act, as an “emerging growth company” we have elected to take advantage of an extended transition period for complying with new or revised accounting standards. This effectively permits us to delay adoption of certain accounting standards until those standards would otherwise apply to private companies. As a result, our consolidated financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies, which may make our common stock less attractive to investors.

The requirements of being a public company may strain our resources, divert management’s attention, affect our ability to attract and retain additional executive management and qualified board members, and result in litigation.

As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the listing requirements of the New York Stock Exchange, and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming, or costly, and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company.” The Exchange Act requires, among other things, that we timely file annual, quarterly, and current reports with respect to our business and results of operations. The Sarbanes-Oxley Act also requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. Significant resources and management oversight will be required to improve and maintain our disclosure controls and procedures and internal control over financial reporting. As a result, management’s attention may be diverted from other business concerns, which could harm our business and results of operations. We will likely need to hire additional employees or engage outside consultants to comply with these requirements, increasing our costs and expenses.

In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time-consuming. These laws, regulations, and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations, and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from other business concerns. If our efforts to comply with new laws, regulations, and standards do not meet the standards intended by regulatory or governing bodies, regulatory authorities may initiate legal proceedings against us, and our business may suffer.

We also expect that being a public company will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain

 

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qualified executive officers and qualified members of our Board of Directors, particularly to serve on our Audit Committee and our Compensation and Leadership Development Committee.

As a result of disclosure of information in this prospectus and in filings required of a public company, our business and financial condition will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and results of operations could suffer, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and harm our business, financial condition, and results of operations.

We have identified a significant deficiency, and have in the past experienced a material weakness, in our internal controls over financial reporting, and if we fail to remediate this significant deficiency or experience additional material weaknesses in the future or to otherwise maintain effective financial reporting systems and processes, we may be unable to accurately and timely report our financial results or comply with the requirements of being a public company, which could cause the price of our common stock to decline and harm our business.

To date, we have not been required to complete our annual or quarterly financial reporting on the timeline that we will be required to meet to comply with our Exchange Act reporting obligations after this offering. Only in the last six months, have we been able to complete periodic financial reports on a timeline that would satisfy these obligations. We identified a significant deficiency in our internal controls over financial reporting as of December 31, 2017, which has not been remediated. The significant deficiency resulted from not having sufficient general information technology controls responsive to risk in the information technology environment. We are currently developing a remediation plan for this significant deficiency. We previously identified a material weakness in our internal controls over financial reporting as of December 31, 2016, which has been remediated. For discussion of the remediated material weakness, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Internal Controls Over Financial Reporting.”

We cannot assure you that the measures we have taken to date, and are continuing to implement, will be sufficient to avoid potential future material weaknesses or significant deficiencies. Moreover, we cannot be certain that we will not in the future have additional significant deficiencies or material weaknesses in our internal controls over financial reporting, or that we will successfully remediate any that we find. In addition, because we are not yet subject to Exchange Act reporting obligations, the processes and systems we have developed to date have not been fully tested, and they may not be adequate. Accordingly, there could continue to be a reasonable possibility that the significant deficiency we have identified or other material weaknesses or deficiencies could result in a misstatement of our accounts or disclosures that would result in a material misstatement of our financial statements that would not be prevented or detected on a timely basis, or cause us to fail to meet our obligations to file periodic financial reports on a timely basis. Any of these failures could result in adverse consequences that could materially and adversely affect our business, including an adverse impact on the market price of our common stock, potential action by the SEC against us, possible defaults under our debt agreements, shareholder lawsuits, delisting of our stock, and general damage to our reputation.

Provisions in our charter documents and under Washington law could make an acquisition of our company more difficult and limit attempts by our shareholders to replace or remove our current management.

Upon the closing of this offering, our amended and restated articles of incorporation, in the form to be effective upon the closing of this offering, or our Articles, and our amended and restated bylaws, in the form to become effective upon the closing of this offering, or our Bylaws, will include a number of provisions that may have the effect of deterring takeovers or delaying or preventing changes in control

 

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or changes in our management that a shareholder might deem to be in his or her best interest. These provisions include the following:

 

    our Board of Directors may issue up to 20,000,000 shares of preferred stock, with any rights or preferences as it may designate;

 

    our Articles and Bylaws provide (1) for the division of our Board of Directors into three classes, as nearly equal in number as possible, with the directors in each class serving for three-year terms, and one class being elected each year by our shareholders, (2) that a director may only be removed from the Board of Directors for cause by the affirmative vote of our shareholders, (3) that vacancies on our Board of Directors may be filled only by the Board of Directors, and (4) that only our Board of Directors may change the size of our Board of Directors, which provisions together generally make it more difficult for shareholders to replace a majority of our Board of Directors;

 

    Washington law, our Articles, and Bylaws limit the ability of shareholders from acting by written consent by requiring unanimous written consent for shareholder action to be effective;

 

    our Bylaws limit who may call a special meeting of shareholders to our Board of Directors, chairperson of our Board of Directors, chief executive officer, or president;

 

    our Bylaws provide that shareholders seeking to present proposals before a meeting of shareholders or to nominate candidates for election as directors at a meeting of shareholders must provide timely advance written notice to us, and specify requirements as to the form and content of a shareholder’s notice, which may preclude shareholders from bringing matters before a meeting of shareholders or from making nominations for directors at a meeting of shareholders;

 

    our Articles do not provide for cumulative voting for our directors, which may make it more difficult for shareholders owning less than a majority of our capital stock to elect any members to our Board of Directors; and

 

    our Articles and Bylaws provide that shareholders can amend or repeal the Bylaws only by the affirmative vote of the holders of at least two-thirds of the outstanding voting power of our capital stock entitled to vote generally in the election of directors, voting together as a single group.

Additionally, unless approved by a majority of our “continuing directors,” as that term is defined in our Articles, specified provisions of our Articles may not be amended or repealed without the affirmative vote of the holders of at least two-thirds of the outstanding voting power of our capital stock entitled to vote on the action, voting together as a single group, including the following provisions:

 

    those providing that shareholders can amend or repeal the Bylaws only by the affirmative vote of the holders of at least two-thirds of the outstanding voting power of our capital stock entitled to vote generally in the election of directors, voting together as a single group;

 

    those providing for the division of our Board of Directors into three classes, as nearly equal in number as possible, with the directors in each class serving for three-year terms, and one class being elected each year by our shareholders;

 

    those providing that a director may only be removed from the Board of Directors for cause by the affirmative vote of our shareholders;

 

    those providing that vacancies on our Board of Directors may be filled only by the affirmative vote of a majority of the directors then in office or by the sole remaining director;

 

    those providing that only our Board of Directors may change the size of our Board of Directors;

 

    those requiring the affirmative vote of the holders of at least two-thirds of the outstanding voting power of our capital stock entitled to vote on the action, voting together as a single group, to amend or repeal specified provisions of our Articles; and

 

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    those that limit who may call a special meeting of shareholders to only our Board of Directors, chairperson of our Board of Directors, chief executive officer, or president.

The provisions described above may frustrate or prevent any attempts by our shareholders to replace or remove our current management by making it more difficult for shareholders to replace members of our Board of Directors, which is responsible for appointing our management. In addition, because we are incorporated in the State of Washington, we are governed by the provisions of Chapter 23B.19 of the Washington Business Corporation Act, which prohibits certain business combinations between us and certain significant shareholders unless specified conditions are met. These provisions may also have the effect of delaying or preventing a change in control of our company, even if this change in control would benefit our shareholders. See the section of this prospectus titled “Description of Capital Stock.”

We have never paid cash dividends and do not anticipate paying any cash dividends on our capital stock.

We have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our capital stock in the foreseeable future. In addition, our ability to pay dividends on our capital stock is restricted by our Credit Facilities and may be prohibited or limited by the terms of our current and future debt financing arrangements.

 

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding future events or our future results of operations, financial condition, business, strategies, financial needs, and the plans and objectives of management, are forward-looking statements. In some cases you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “likely,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or similar expressions and the negatives of those terms. We have based these forward-looking statements largely on our current plans, expectations, and projections about future events and financial trends that we believe may affect our results of operations, financial condition, business, strategies, financial needs, and the plans and objectives of management. You should read this prospectus and the documents that we have filed as exhibits to the registration statement of which this prospectus forms a part completely and with an understanding that our actual future results may be materially different from what we expect. Forward-looking statements are based on information available to our management as of the date of this prospectus and our management’s good faith belief as of such date with respect to future events and are subject to a number of risks, uncertainties, and assumptions that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

 

    our ability to sustain our revenue growth rate, to achieve or maintain profitability, and to effectively manage our anticipated growth;

 

    our ability to attract new customers on a cost-effective basis and the extent to which existing customers renew and upgrade their subscriptions;

 

    the timing of our introduction of new solutions or updates to existing solutions;

 

    our ability to successfully diversify our solutions by developing or introducing new solutions or acquiring and integrating additional businesses, products, services, or content;

 

    our ability to maintain and expand our strategic relationships with third parties;

 

    our ability to deliver our solutions to customers without disruption or delay;

 

    our exposure to liability from errors, delays, fraud, or system failures, which may not be covered by insurance;

 

    our ability to expand our international reach; and

 

    other factors discussed in other sections of this prospectus, including the sections of this prospectus titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in, or implied by, any forward-looking statements. Further, our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this

 

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prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should not place undue reliance on our forward-looking statements and you should not rely on forward-looking statements as predictions of future events. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements. The forward-looking statements made in this prospectus speak only as of the date of this prospectus. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

 

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INDUSTRY AND MARKET DATA

Unless otherwise indicated, information contained in this prospectus concerning our industry and the market in which we operate, including our market position, market opportunity, and market size, is based on information from various sources, on assumptions that we have made based on such data and other similar sources, and on our knowledge of the markets for our solutions. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such information. In addition, projections, assumptions, and estimates of our future performance and the future performance of the industry in which we operate is necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section of this prospectus titled “Risk Factors” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates, projections, and assumptions made by third parties and by us.

The following reports present data, research opinions, or viewpoints published by each of the respective publishers thereof and are not representations of fact. Such reports speak as of their respective original publication dates (and not as of the date of this prospectus), and the opinions expressed in such reports are subject to change without notice. References to websites where such reports can be found are inactive textual references only. We believe the information from the industry publication and other third-party sources included in this prospectus is reliable. The industry publications, reports, surveys, and forecasts containing the market and industry data cited in this prospectus are provided below:

 

    OECD (2016), “Revenue Statistics: Comparative tables (Edition 2016),” OECD Tax Statistics (database) (Accessed on March 15, 2018);

 

    S&P Global Market Intelligence; Capital IQ Company Screening Report (Accessed on March 1, 2018); and

 

    U.S. Census Bureau 2015 Statistics of U.S. Businesses.

 

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USE OF PROCEEDS

We estimate that the net proceeds to us from the sale of              shares of our common stock that we are selling in this offering will be approximately $        million, based upon the assumed initial public offering price of $        per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the underwriting discount and estimated offering expenses payable by us. If the underwriters exercise their option to purchase additional shares in full, we estimate that the net proceeds to us will be approximately $        million, after deducting the underwriting discount and estimated offering expenses payable by us.

Each $1.00 increase (decrease) in the assumed initial public offering price of $        per share would increase (decrease) the net proceeds to us from this offering by approximately $        million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discount and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1,000,000 shares of common stock offered by us would increase (decrease) the net proceeds to us from this offering by approximately $        million, assuming that the assumed initial public offering price remains the same, and after deducting the underwriting discount and estimated offering expenses payable by us.

The principal purposes of this offering are to increase our financial flexibility, improve brand awareness, create a public market for our common stock, and facilitate our future access to the public capital markets. We intend to use the net proceeds that we receive from this offering for general corporate purposes, which we currently expect will include headcount expansion, continued investment in our sales and marketing efforts, product development, general and administrative matters, and working capital. We also intend to use a portion of the net proceeds from this offering to repay the outstanding balance under our revolving credit facility. As of March 31, 2018, we had $28.0 million outstanding under our revolving credit facility bearing interest at an annual rate of 6.50%. The revolving credit facility must be repaid in November 2019. We borrowed approximately $26.0 million under the revolving credit facility in the twelve months ended March 31, 2018 and used the proceeds for general corporate purposes, including working capital. In addition to other investments in our growth strategies, we may also use a portion of the net proceeds that we receive to acquire or invest in complementary businesses, products, services, technologies, or other assets. However, we have not entered into any agreements or commitments with respect to any specific acquisitions or investments at this time.

We cannot specify with certainty all of the particular uses of the net proceeds that we will receive from this offering and have not quantified or allocated any specific portion of the net proceeds or range of net proceeds to any particular purpose. Accordingly, we will have broad discretion in using these proceeds. Furthermore, the amount and timing of our actual expenditures will depend on numerous factors, including the cash used in or generated by our operations, the status of our development, the level of our sales and marketing activities, the pace of our international expansion plans, and our investments and acquisitions. Pending the use of proceeds as described above, we plan to invest the net proceeds that we receive in short-term and intermediate-term interest-bearing obligations, investment-grade investments, certificates of deposit, or direct or guaranteed obligations of the U.S. government. We cannot predict whether the invested proceeds will yield a favorable return.

 

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DIVIDEND POLICY

We have never declared or paid cash dividends on our common stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our common stock in the foreseeable future. Our ability to pay dividends on our common stock is restricted by the Credit Facilities. Any future determination to declare dividends will be made at the discretion of our Board of Directors and will depend on our financial condition, results of operations, capital requirements, general business conditions, and other factors that our Board of Directors may deem relevant.

 

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2018:

 

    on an actual basis;

 

    on a pro forma basis, giving effect to (1) the conversion of all outstanding shares of preferred stock into an aggregate of 50,888,014 shares of common stock immediately prior to the closing of this offering, (2) the issuance of                  shares of common stock issuable upon the automatic net exercise of warrants outstanding as of March 31, 2018, with a weighted average exercise price of $10.15 per share, immediately prior to the closing of this offering, assuming an initial public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and (3) the filing and effectiveness of our amended and restated articles of incorporation, in each case as if such conversion, issuance, filing, and effectiveness had occurred on March 31, 2018; and

 

    on a pro forma as adjusted basis to reflect, in addition to the pro forma adjustments set forth above, our sale and issuance of              shares of common stock at the assumed initial public offering price of $        per share, which is the midpoint of the price range shown on the cover page of this prospectus, after deducting the underwriting discount and estimated offering expenses payable by us, and the application of the net proceeds therefrom as described under “Use of Proceeds.”

You should read the following table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Capital Stock,” and our consolidated financial statements and related notes included elsewhere in this prospectus.

 

    As of March 31, 2018  
    Actual     Pro Forma     Pro Forma
As Adjusted
 
          (unaudited)        
   

(in thousands, except share

and per share data)

 

Cash and cash equivalents

  $ 12,622     $ 12,622     $  
 

 

 

   

 

 

   

 

 

 

Credit Facilities (current and noncurrent)

  $ 57,529     $ 57,529     $  

Convertible preferred stock, $0.0001 par value—106,346,091 shares authorized and 101,776,205 shares issued and outstanding, actual; no shares authorized, issued, and outstanding, pro forma and pro forma as adjusted

    370,854              

Total shareholders’ equity (deficit):

     

Preferred stock, $0.0001 par value—no shares authorized, issued and outstanding, actual and pro forma;              shares authorized, no shares issued and outstanding, pro forma as adjusted

                 

Common stock, $0.0001 par value—153,944,895 shares authorized and 6,264,422 shares issued and outstanding, actual;              shares authorized and              shares issued and outstanding, pro forma;              shares authorized and              shares issued and outstanding, pro forma as adjusted

    1      

Additional paid-in capital

    19,196      

Accumulated other comprehensive income (loss)

    941       941    

Accumulated deficit

    (427,301     (427,301  
 

 

 

   

 

 

   

 

 

 

Total shareholders’ equity (deficit)

    (407,163    
 

 

 

   

 

 

   

 

 

 

Total capitalization

  $ 21,220     $     $                   
 

 

 

   

 

 

   

 

 

 

 

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Each $1.00 increase (decrease) in the assumed initial public offering price of $        per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the amount of cash and cash equivalents, additional paid-in capital, total shareholders’ equity (deficit), and total capitalization by approximately $        million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discount and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1,000,000 shares of our common stock offered by us would increase (decrease) the amount of cash and cash equivalents, total shareholders’ equity (deficit), and total capitalization by approximately $        million, assuming that the assumed initial public offering price remains the same, after deducting the underwriting discount and estimated offering expenses payable by us. The pro forma as adjusted information discussed above is illustrative only and will be adjusted based on the actual initial public offering price and the other terms of this offering determined at pricing.

Except as otherwise indicated, the above discussion and table are based on 57,152,436 shares of our common stock outstanding as of March 31, 2018, do not reflect any other issuance of our securities after that date, and exclude the following:

 

    11,213,733 shares of common stock issuable upon the exercise of options outstanding as of March 31, 2018, with a weighted average exercise price of $10.99 per share;

 

    1,584,824 shares of common stock reserved for future issuance under our 2006 Plan;

 

    an estimated              shares of common stock reserved for future issuance under our 2018 Plan, to be effective on the date of this prospectus; and

 

    an estimated              shares of common stock reserved for future issuance under our ESPP, to be effective on the date of this prospectus.

 

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DILUTION

If you invest in our common stock in this offering, your ownership interest will be diluted immediately to the extent of the difference between the initial public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock immediately after this offering. Net tangible book value dilution per share to new investors represents the difference between the amount per share paid by purchasers of shares of our common stock in this offering and the pro forma as adjusted net tangible book value per share of our common stock immediately after the closing of this offering.

Our pro forma net tangible book value as of March 31, 2018 was $(121.2) million, or $2.10 per share, based on the number of shares of our common stock outstanding as of March 31, 2018, after giving effect to (1) the conversion of our preferred stock into 50,888,014 shares of common stock upon the effectiveness of the registration statement of which this prospectus forms a part and (2) the issuance of                  shares of common stock issuable upon the automatic net exercise of warrants outstanding as of March 31, 2018, with a weighted average exercise price of $10.15 per share, immediately prior to the closing of this offering, assuming an initial public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus.

After giving effect to the sale by us of              shares of common stock offered by in this offering at the assumed initial public offering price of $        per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the underwriting discount and estimated offering expenses payable by us and the application of the net proceeds therefrom as described under “Use of Proceeds,” our pro forma as adjusted net tangible book value as of March 31, 2018 would have been $        million, or $        per share. This represents an immediate increase in pro forma net tangible book value of $        per share to existing shareholders and an immediate dilution in pro forma net tangible book value of $        per share to investors in purchasing shares of our common stock in this offering at the assumed initial public offering price. The following table illustrates this dilution on a per share basis:

 

Assumed initial public offering price per share

      $               

Pro forma net tangible book value per share as of March 31, 2018, before giving effect to this offering

   $                  

Increase in net tangible book value per share attributable to new investors

     
  

 

 

    

Pro forma as adjusted net tangible book value per share after giving effect to this offering

     
     

 

 

 

Dilution in pro forma as adjusted net tangible book value per share to new investors in this offering

      $  
     

 

 

 

If the underwriters exercise their option to purchase additional shares of our common stock in full, our pro forma as adjusted net tangible book value will be $        million, or $        per share, and the dilution per share of common stock to new investors will be $        per share.

Each $1.00 increase (decrease) in the assumed initial public offering price of $        per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted net tangible book value by $        per share and the dilution to new investors by $        per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting the underwriting discount and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1,000,000 shares of our common stock offered by us would increase (decrease) our pro forma as adjusted net tangible book value by approximately $        per share and the dilution to new investors by $        per share, assuming the assumed initial public offering price remains the same and after deducting the

 

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underwriting discount and estimated offering expenses payable by us. The pro forma as adjusted information discussed above is illustrative only and will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing.

The following table presents, as of March 31, 2018, after giving effect to (1) the conversion of our preferred stock into 50,888,014 shares of common stock immediately prior to the closing of this offering and (2) the issuance of              shares of common stock issuable upon the automatic net exercise of warrants outstanding as of March 31, 2018, with a weighted average exercise price of $10.15 per share, immediately prior to the closing of this offering, assuming an initial public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, the differences between existing shareholders and new investors purchasing shares of our common stock in this offering with respect to the number of shares of common stock purchased from us, the total consideration paid to us, and the average price per share paid to us, which includes net proceeds received from the issuance of our common stock and preferred stock, cash received from the exercise of stock options and warrants, or to be paid to us at the assumed initial public offering price of $        per share, which is the midpoint of the price range set forth on the cover page of this prospectus, before deducting the underwriting discount and estimated offering expenses payable by us:

 

     Shares Purchased     Total Consideration     Average
Price Per
Share
 
     Number      Percent     Amount      Percent    

Existing shareholders

               $                            $               

New investors

            
  

 

 

    

 

 

   

 

 

    

 

 

   

Totals

        100     $        100  
  

 

 

    

 

 

   

 

 

    

 

 

   

Each $1.00 increase (decrease) in the assumed initial public offering price of $        per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the total consideration paid to us by new investors and total consideration paid to us by all shareholders by $        million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, before deducting the underwriting discount and estimated offering expenses payable by us.

Except as otherwise indicated, the above discussion and tables assume no exercise of the underwriters’ option to purchase additional shares of our common stock from us. If the underwriters exercise their option to purchase additional shares of our common stock in full, the number of shares held by existing shareholders would be             , or     % of the total number of shares of our common stock outstanding after this offering, and the number of shares held by new investors would increase to             , or     % of the total number of shares of our common stock outstanding after this offering.

Except as otherwise indicated, the above discussion and tables are based on 57,152,436 shares of common stock outstanding as of March 31, 2018, do not reflect any other issuance of our securities after that date, and exclude the following:

 

    11,213,733 shares of common stock issuable upon the exercise of options outstanding as of March 31, 2018, with a weighted average exercise price of $10.99 per share;

 

    1,584,824 shares of common stock reserved for future issuance under our 2006 Plan;

 

    an estimated              shares of common stock reserved for future issuance under our 2018 Plan, to be effective on the date of this prospectus; and

 

    an estimated              shares of common stock reserved for future issuance under our ESPP, to be effective on the date of this prospectus.

 

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The shares reserved for future issuance under our 2018 Plan and our ESPP will be subject to automatic annual increases in accordance with the terms of the plans. To the extent that options are exercised, new options or restricted stock units are issued under our equity incentive plans, or we issue additional shares of common stock in the future, there will be further dilution to investors participating in this offering. In addition, we may choose to raise additional capital because of market conditions or strategic considerations, even if we believe that we have sufficient funds for our current or future operating plans. If we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our shareholders.

 

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SELECTED CONSOLIDATED FINANCIAL DATA

We derived the following selected consolidated statements of operations data for the years ended December 31, 2015, 2016, and 2017 and the selected consolidated balance sheet data as of December 31, 2016 and 2017 from audited consolidated financial statements appearing elsewhere in this prospectus. We derived the following selected consolidated statements of operations data for the three months ended March 31, 2017 and 2018 and the summary consolidated balance sheet data as of March 31, 2018 from unaudited consolidated financial statements appearing elsewhere in this prospectus. In the opinion of management, the unaudited consolidated financial statements reflect all adjustments, which include normal recurring adjustments, necessary for a fair presentation of the financial statements. Historical results are not necessarily indicative of the results that may be expected in the future and the results for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the full year or any other period. The selected financial data set forth below should be read together with the financial statements and the related notes to those statements, as well as the sections of this prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

    For the Year Ended
December 31,
    For the
Three Months
Ended March 31,
 
    2015     2016     2017     2017     2018  
                      (unaudited)  
   

(in thousands, except per share data)

 

Consolidated Statements of Operations Data:

         

Revenue:

         

Subscription and returns

  $ 112,804     $ 154,967     $ 199,942     $ 45,848     $ 57,870  

Professional services and other

    10,354       12,459       13,217       3,117       3,507  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

    123,158       167,426       213,159       48,965       61,377  

Cost of revenue(1):

         

Subscription and returns

    34,856       41,307       48,849       11,244       14,817  

Professional services and other

    5,889       7,206       9,128       2,319       2,692  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total cost of revenue

    40,745       48,513       57,977       13,563       17,509  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

    82,413       118,913       155,182       35,402       43,868  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses:

         

Research and development(1)

    29,787       32,848       41,264       9,682       12,619  

Sales and marketing(1)

    98,686       103,483       133,794       30,300       37,307  

General and administrative(1)

    33,683       36,875       34,286       10,613       9,211  

Goodwill impairment and restructuring charges(2)

                9,170              
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

    162,156       173,206       218,514       50,595       59,137  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

    (79,743     (54,293     (63,332     (15,193     (15,269
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other (income) expense, net

    1,614       2,955       2,013       954       828  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

    (81,357     (57,248     (65,345     (16,147     (16,097
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Provision for (benefit from) income taxes

    (3,593     640       (1,219     (149     (848
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

  $ (77,764   $ (57,888   $ (64,126   $ (15,998   $ (15,249
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to common shareholders—basic and diluted(3)

  $ (77,764   $ (57,888   $ (64,126   $ (15,998   $ (15,249
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share attributable to common shareholders—basic and diluted(3)

  $ (16.96   $ (10.15   $ (11.39   $ (2.97   $ (2.47
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares of common stock outstanding—basic and diluted(3)

    4,586       5,706       5,632       5,389       6,170  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Pro forma net loss attributable to common shareholders—basic and diluted (unaudited)(3)

         
     

 

 

     

 

 

 

Pro forma net loss per share attributable to common shareholders—basic and diluted (unaudited)(3)

         
     

 

 

     

 

 

 

Pro forma weighted average shares of common stock outstanding—basic and diluted (unaudited)(3)

         
     

 

 

     

 

 

 

Non-GAAP Financial Data (unaudited)

         

Non-GAAP operating loss(4)

  $ (68,660   $ (41,107   $ (37,425   $ (10,738   $ (10,349

Free cash flow(5)

    (54,920     (28,356     (17,496     (8,319     (17,000

 

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(1) The stock-based compensation expense included above was as follows:

 

     For the Year Ended
December 31,
     For the
Three Months
Ended March 31,
 
         2015              2016              2017              2017              2018      
                         

(unaudited)

 
    

(in thousands)

 

Cost of revenue

   $ 496      $ 856      $ 976      $ 226      $ 296  

Research and development

     1,120        1,265        2,391        491        581  

Sales and marketing

     1,705        2,209        3,789        837        1,045  

General and administrative

     3,699        3,782        4,601        1,468        1,588  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total stock-based compensation

   $ 7,020      $ 8,112      $ 11,757      $ 3,022      $ 3,510  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

The amortization of acquired intangibles included above was as follows:

 

     For the Year Ended
December 31,
     For the
Three Months
Ended March 31,
 
         2015              2016              2017              2017              2018      
                         

(unaudited)

 
    

(in thousands)

 

Cost of revenue

   $ 2,512      $ 3,244      $ 3,717      $ 915      $ 898  

Research and development

                                  

Sales and marketing

     1,423        1,706        1,913        480        502  

General and administrative

     128        124        102        38        10  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total amortization of acquired intangibles

   $ 4,063      $ 5,074      $ 5,732      $ 1,433      $ 1,410  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(2)  The goodwill impairment included above was $8.4 million and the restructuring charges were $0.8 million.
(3)  See Note 12 of the notes to our consolidated financial statements included in this prospectus for an explanation of the method used to calculate basic and diluted net loss per share and pro forma net loss per share attributable to common shareholders and the weighted-average number of shares used in the computation of the per share amounts.
(4)  We calculate non-GAAP operating loss as operating loss before stock-based compensation expense, amortization of acquired intangibles, and goodwill impairments. For more information about non-GAAP operating loss and a reconciliation of non-GAAP operating loss to operating loss, the most directly comparable financial measure calculated and presented in accordance with GAAP, see “—Use of Non-GAAP Financial Measures” below in this section.
(5)  We define free cash flow as net cash used in operating activities less cash used for the purchase of property and equipment. For more information about free cash flow and a reconciliation of free cash flow to net cash used in operating activities, the most directly comparable financial measure calculated and presented in accordance with GAAP, see “—Use of Non-GAAP Financial Measures” below in this section.

 

     As of December 31,     As of March 31,  
       2016         2017         2018    
                 (unaudited)  
    

(in thousands)

 

Consolidated Balance Sheet Data:

      

Cash and cash equivalents

   $ 20,230     $ 14,075     $ 12,622  

Working capital (excluding deferred revenue)

     13,341       7,998       17,315  

Total assets

     182,514       178,812       208,865  

Deferred revenue (current and noncurrent)

     72,480       92,231       103,878  

Credit facility (current and noncurrent)

     24,683       39,465       57,529  

Total liabilities

     154,754       201,483       245,174  

Convertible preferred stock

     370,921       370,921       370,854  

Total shareholders’ deficit

     (343,161     (393,592     (407,163

 

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Use of Non-GAAP Financial Measures

In addition to our results determined in accordance with GAAP, we have disclosed non-GAAP operating loss and free cash flow, which are non-GAAP financial measures. We have provided a reconciliation of each non-GAAP financial measure used in this prospectus to its most directly comparable GAAP financial measure.

 

    Non-GAAP operating loss: Non-GAAP operating loss is a non-GAAP financial measure used by our management and Board of Directors in measuring trends and financial performance. We consider non-GAAP operating loss to be an important measure because we believe it provides useful information in understanding and evaluating our operating results period-over-period without the impact of certain expenses that do not directly correlate to our operating performance and that vary significantly from period to period. Non-GAAP operating loss excludes stock-based compensation expense, amortization expense from acquired intangible assets, and goodwill impairments from GAAP operating loss.

 

    Free cash flow: Free cash flow is a non-GAAP financial measure used by our management and Board of Directors in facilitating period-to-period comparisons of liquidity. We consider free cash flow to be an important measure because it measures the amount of cash we generate from our operations after our capital expenditures and reflects changes in working capital. We use free cash flow in conjunction with traditional GAAP measures as part of our overall assessment of liquidity. Free cash flow is the total of net cash used in operating activities and purchases of property and equipment.

Management uses these non-GAAP financial measures to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, and to evaluate financial performance and liquidity. We believe that non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our results, prospects, and liquidity and in comparing our financial results to those of other companies.

Our definitions of non-GAAP operating loss and free cash flow may differ from the definitions used by other companies and therefore comparability may be limited. In addition, other companies may not publish these or similar metrics. Thus, our non-GAAP operating loss and free cash flow should be considered in addition to, not as a substitute for, or in isolation from, measures prepared in accordance with GAAP.

We provide investors and other users of our financial information reconciliations of non-GAAP operating loss and free cash flow to the related GAAP financial measures, operating loss and net cash used in operating activities. We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure and to view non-GAAP operating loss and free cash flow in conjunction with the related GAAP financial measure.

 

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The following schedule reflects our non-GAAP financial measures and reconciles our non-GAAP financial measures to the related GAAP financial measures:

 

     For the Year Ended
December 31,
    For the
Three Months
Ended March 31,
 
         2015             2016             2017             2017             2018      
    

(unaudited)

(in thousands)

 

Non-GAAP Financial Measures:

          

Non-GAAP operating loss

   $ (68,660   $ (41,107   $ (37,425   $ (10,738   $ (10,349

Free cash flow

     (54,920     (28,356     (17,496     (8,319     (17,000

Reconciliation of Non-GAAP Financial Measures:

          

Non-GAAP Operating Loss:

          

Operating loss

   $ (79,743   $ (54,293   $ (63,332   $ (15,193   $ (15,269

Stock-based compensation expense

     7,020       8,112       11,757       3,022       3,510  

Amortization of acquired intangibles

     4,063       5,074       5,732       1,433       1,410  

Goodwill impairment

                 8,418              
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP Operating Loss

   $ (68,660   $ (41,107   $ (37,425   $ (10,738   $ (10,349
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Free Cash Flow:

          

Net cash used in operating activities

   $ (47,008   $ (21,696   $ (3,541   $ (7,282   $ (13,375

Purchases of property and equipment

     (7,912     (6,660     (13,955     (1,037     (3,625
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Free cash flow

   $ (54,920   $ (28,356   $ (17,496  

 

$

 

(8,319

 

 

 

$

 

(17,000

 

  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the consolidated financial statements and the notes thereto included elsewhere in this prospectus. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, beliefs and expectations that involve risks and uncertainties. Our actual results and the timing of events could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in the sections of this prospectus titled “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

Overview

We provide a leading suite of cloud-based solutions that help businesses of all types and sizes comply with tax requirements for transactions worldwide. Our Avalara Compliance Cloud offers a broad and growing suite of compliance solutions that enable businesses to address the complexity of transaction tax compliance, process transactions in real time, produce detailed records of transaction tax determinations, and reduce errors, audit exposure, and total transaction tax compliance costs. Businesses that use our solutions can allocate fewer personnel to manage transaction tax compliance and focus their efforts on core business operations. Businesses across industries and of all sizes, ranging from small businesses to Fortune 100 companies, use our solutions.

We generated revenue of $123.2 million, $167.4 million, $213.2 million, and $61.4 million in 2015, 2016, 2017, and the three months ended March 31, 2018, respectively. We derive most of our revenue from subscriptions to our solutions. Subscription and returns revenue accounted for 92%, 93%, 94%, and 94% of our total revenue during 2015, 2016, 2017, and the three months ended March 31, 2018, respectively. We also derive revenue from providing professional services, which accounted for 8%, 7%, 6%, and 6% of our total revenue during 2015, 2016, 2017, and the three months ended March 31, 2018, respectively. In 2017, we generated approximately 95% of our revenue in North America, but we are expanding our international presence to support transaction tax compliance in Europe, South America, and Asia. During the first quarter of 2018, we generated approximately 94% of our revenue in North America.

Our revenue churn rate for each of 2016 and 2017 was less than 5%. We calculate our revenue churn rate by measuring the revenue contribution associated with billing accounts that cancel all of their product and service agreements with us over the measurement year. This cancelled revenue contribution for each such billing account is calculated as the revenue recognized for such billing accounts over the trailing four quarters prior to the quarter in which such billing account cancelled its product and service agreements. We then divide this cancelled revenue contribution by our total annual revenue recognized for the measurement year to calculate our revenue churn rate. Our calculation of revenue churn rate includes only customers with unique account identifiers in our primary U.S. billing systems and does not include customers who subscribe to our solutions through our international subsidiaries or legacy billing systems, primarily related to past acquisitions.

We sell our solutions primarily through our sales force, which focuses on selling to qualified leads provided by our marketing efforts, and network of referral partners. The majority of these sales, to new and existing customers, are direct and are conducted via telephone, requiring minimal in-person interactions with customer prospects. In some cases, particularly for customers with larger and more complex needs, we conduct in-person sales. In addition, our marketing investments and activities generate interest from large numbers of small businesses that also are burdened by transaction tax

 

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compliance requirements. Because these customers typically purchase smaller plans at lower price points, we have established an online marketplace through which these customers purchase and configure their solutions without the involvement of our primary selling or customer onboarding teams. Additionally, we have relationships with business application providers that, in some cases, purchase functionality from us for use by their customers, many of which are small businesses.

We launched our first solution, AvaTax, in 2004, and have continued investing organically and through acquisitions to provide best-in-class solutions and to expand our market opportunity. We devote substantial resources to continuously improve the Avalara Compliance Cloud, add innovative new features and functionalities, build technology to support new content types, and improve the user experience for our solutions. We have also made, and expect to continue to make, significant investments to acquire accurate, relevant content and expertise to best serve the transaction tax compliance needs of customers.

 

LOGO

We focus on expanding and maintaining our partner network, which has been an essential part of our growth. As transactions are executed in our customers’ business applications, the Avalara Compliance Cloud performs a series of functions to deliver tax compliance functionality in real time. We enable this through our more than 600 pre-built integrations that are designed to link our platform to business applications including accounting, ERP, ecommerce, POS, recurring billing, and CRM systems. Some of our integration partners are the actual publishers of the business applications, who work with us to provide transaction tax functionality to their customers through those business applications. Other integration partners are independent software developers or resellers who we engage to build and maintain the integrations. In either case, the integration partners are paid a commission based on a percentage of the sales of our solutions that use the integration. In general, integration partners are paid a higher commission for the initial sale to a new customer and lower recurring commissions for renewal subscription terms.

We also work with referral partners who refer new customers to us and receive a commission based on a percentage of the first-year sales of our solutions to those new customers. Many referral partners are software resellers, or other participants in the marketplace who have access to high

 

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quality new customer leads. In 2015, 2016, 2017, and for the three months ended March 31, 2018, commissions earned by our partners amounted to approximately 7%, 6%, 7%, and 6% of total revenue, respectively, and was recorded as a component of sales and marketing expense.

The growth of our business and our future success depends on many factors, including our ability to continue to expand our customer base and the solutions used by existing customers, innovate and broaden our solutions, integrate acquisitions, and expand our content types and geographic scope. While these areas represent significant opportunities for us, we also face significant risks and challenges that we must successfully address in order to sustain the growth of our business and improve our operating results. We anticipate that we will continue to expand our operations and headcount. The expected addition of new personnel and the investments that we anticipate will be necessary to manage our anticipated growth will make it more difficult for us to achieve or maintain profitability. Many of these investments will occur in advance of experiencing any direct benefit and will make it difficult to determine if we are allocating our resources efficiently.

Key Business Metrics

We regularly review several metrics to evaluate growth trends, measure our performance, formulate financial projections, and make strategic decisions. We discuss revenue and the components of operating results below under “Key Components of Consolidated Statements of Operations,” and we discuss other key business metrics below.

We disclose the number of core customers as of each quarter-end beginning with June 30, 2016 and our net revenue retention rate for each quarter beginning with the second quarter of 2016. Our accounting and financial reporting systems and processes in place prior to the second quarter of 2016 were not configured to allow us to calculate our core customer count or net revenue retention rate on a comparable basis.

 

                                                                                                                                                                                                       
    June 30,
2016
  September 30,
2016
  December 31,
2016
  March 31,
2017
  June 30,
2017
  September 30,
2017
  December 31,
2017
  March 31,
2018

Number of core customers (as of end of period)

  5,660   5,990   6,250   6,650   6,970   7,250   7,490   7,760

Net revenue retention rate

  107%   106%   104%   109%   106%   107%   105%   109%

Number of Core Customers

We believe core customers is a key indicator of our market penetration, growth, and potential future revenue. The mid-market has been and remains our primary target market segment for marketing and selling our solutions. We use core customers as a metric to focus our customer count reporting on our primary target market segment. As of December 31, 2016 and 2017, and March 31, 2018, we had approximately 6,250, 7,490, and 7,760 core customers, respectively, representing less than half of our total number of customers. In 2017, our core customers represented more than 85% of our total revenue.

We define a core customer as:

 

    a unique account identifier in our billing system, or a billing account (multiple companies or divisions within a single consolidated enterprise that each have a separate unique account identifier are each treated as separate customers);

 

    that is active as of the measurement date; and

 

    for which we have recognized, as of the measurement date, greater than $3,000 in total revenue during the last twelve months.

 

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Currently, our core customer count includes only customers with unique account identifiers in our primary U.S. billing systems and does not include customers who subscribe to our solutions through our international subsidiaries or certain legacy billing systems, primarily related to past acquisitions. As we increase our international operations and sales in future periods, we may add customers billed from our international subsidiaries to the core customer metric.

We also have a substantial number of customers of various sizes who do not meet the revenue threshold to be considered a core customer. Many of these customers are in the small business and self-serve segment of the marketplace, which represents strategic value and a growth opportunity for us. Customers who do not meet the revenue threshold to be considered a core customer provide us with market share and awareness, and we anticipate that some may grow into core customers.

Net Revenue Retention Rate

We believe that our net revenue retention rate provides insight into our ability to retain and grow revenue from our customers, as well as their potential long-term value to us. We also believe it reflects the stability of our revenue base, which is one of our core competitive strengths. We calculate our net revenue retention rate by dividing (a) total revenue in the current quarter from any billing accounts that generated revenue during the corresponding quarter of the prior year by (b) total revenue in such corresponding quarter from those same billing accounts. This calculation includes changes for these billing accounts, such as additional solutions purchased, changes in pricing and transaction volume, and terminations, but does not reflect revenue for new billing accounts added during the one year period. Currently, our net revenue retention rate calculation includes only customers with unique account identifiers in our primary U.S. billing systems and does not include customers who subscribe to our solutions through our international subsidiaries or certain legacy billing systems, primarily related to past acquisitions. Our net revenue retention rate was 107% on average for the four quarters ended March 31, 2018.

Key Components of Consolidated Statements of Operations

Revenue

We generate revenue from two sources: (1) subscriptions and returns; and (2) professional services. Subscription and returns revenue is driven primarily by the acquisition of customers, customer renewals, and additional product offerings purchased by existing customers. Revenue from subscriptions and returns comprised approximately 92%, 93%, 94%, and 94% of our revenue for 2015, 2016, and 2017, and the three months ended March 31, 2018, respectively.

Subscription and Returns Revenue.    Subscription and returns revenue primarily consists of fees paid by customers to use our solutions. Subscription plan customers select a price plan that includes an allotted maximum number of transactions over the subscription term. Unused transactions are not carried over to the customer’s next subscription term, and our customers are not entitled to any refund of fees paid or relief from fees due if they do not use the allotted number of transactions. If a subscription plan customer exceeds the selected maximum transaction level, we will generally upgrade the customer to a higher tier or, in some cases, charge overage fees on a per transaction or return basis. Customers who purchase tax return preparation can purchase on a subscription basis for an allotted number of returns or on a per filing basis.

Our subscription contracts are generally non-cancelable after the first 60 days of the contract term. We reserve for estimated cancellations based on actual history. We generally invoice our subscription plan customers for the initial term at contract signing and in advance for renewals. Our

 

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initial terms generally range from twelve to eighteen months, and renewal periods are typically one year. Amounts that have been invoiced are initially recorded as deferred revenue. Subscription revenue is recognized on a straight-line basis over the service term of the arrangement beginning on the date that our solution is made available to the customer and ending at the expiration of the subscription term. We recognize revenue for returns purchased on a per filing basis when the return is filed. Since our customers typically file tax returns on a monthly or quarterly basis continuously through the year, the pattern of revenue recognition is similar regardless of the selling arrangement.

Professional Services.    We generate professional services revenue from providing tax analysis, configurations, data migrations, integration, training and other support services. We bill for service arrangements on a fixed fee or time and materials basis, and we recognize revenue as services are performed and are collectable under the terms of the associated contracts.

Costs and Expenses

Cost of Revenue.    Cost of revenue consists of costs related to providing the Avalara Compliance Cloud and supporting our customers and includes personnel and related expenses, including salaries, benefits, bonuses, and stock-based compensation. In addition, cost of revenue includes direct costs associated with information technology, such as data center and software hosting costs, and tax content maintenance. Cost of revenue also includes allocated costs for certain information technology and facility expenses, along with depreciation of equipment and amortization of intangibles such as acquired technology from acquisitions. We plan to continue to significantly expand our infrastructure and personnel to support our future growth, including through acquisitions, which we expect to result in higher cost of revenue in absolute dollars.

Sales and Marketing.    Sales and marketing expenses consist primarily of personnel and related expenses for our sales and marketing staff, including salaries, benefits, bonuses, commissions to our sales personnel, stock-based compensation, costs of marketing and promotional events, corporate communications, online marketing, solution marketing, and other brand-building activities. Sales and marketing expenses include allocated costs for certain information technology and facility expenses, along with depreciation of equipment and amortization of intangibles such as customer databases from acquisitions.

Integration and referral partner commissions are also included in sales and marketing expenses. We expense commissions as incurred rather than recognizing them over the subscription period. Our partner commission expense has historically been, and will continue to be, impacted by many factors, including the proportion of new and renewal revenues, the nature of the partner relationship, and the sales mix among similar types of partners during the period. In general, integration partners are paid a higher commission for the initial sale to a new customer and a lower commission for renewal sales. Additionally, we have several types of partners (e.g., integration and referral) that each earn different commission rates. For 2015, 2016, 2017, and the three months ended March 31, 2018, we incurred $9.0 million, $9.9 million, $14.3 million, and $3.9 million in commission expense to partners, respectively.

We intend to continue to invest in sales and marketing and expect spending in these areas to increase in absolute dollars as we continue to expand our business. We expect sales and marketing expenses to continue to be among the most significant components of our operating expenses.

Research and Development.    Research and development expenses consist primarily of personnel and related expenses for our research and development staff, including salaries, benefits, bonuses, and stock-based compensation, and the cost of third-party developers and other contractors. Research and development costs, other than software development expenses qualifying for

 

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capitalization, are expensed as incurred. For the years ended December 31, 2015, 2016, and 2017, and the three months ended March 31, 2018, $0.7 million, $0.8 million, $1.0 million, and $0.3 million of software development costs were capitalized, respectively. Capitalized software development costs consist primarily of employee-related costs. Research and development expenses also includes allocated costs for certain information technology and facility expenses.

We devote substantial resources to enhancing the Avalara Compliance Cloud, developing new and enhancing existing solutions, conducting quality assurance testing, and improving our core technology. We expect research and development expenses to increase in absolute dollars.

General and Administrative.    General and administrative expenses consist primarily of personnel and related expenses for administrative, finance, information technology, legal, and human resources staff, including salaries, benefits, bonuses, and stock-based compensation, professional fees, insurance premiums, and other corporate expenses that are not allocated to the above expense categories.

We expect our general and administrative expenses to increase in absolute dollars as we continue to expand our operations, hire additional personnel, integrate acquisitions, and incur costs as a public company. We expect to incur increased expenses related to accounting, tax and auditing activities, legal, insurance, SEC compliance, and internal control compliance.

Total Other (Income) Expense, Net.    Total other (income) expense, net consists of interest income, interest expense, fair value expense of common and preferred stock warrants, quarterly remeasurement of contingent consideration, realized foreign currency changes and other nonoperating gains and losses. Interest expense results from interest payments on our borrowings, which are based on a floating per annum rate at specified percentages above the prime rate. Fair value expense of preferred stock warrants consisted of changes in the fair value during the period, which include preferred stock warrants and other similar instruments that contain down-round provisions. During 2016, all remaining preferred stock warrants were exercised.

Results of Operations

The period-to-period comparison of financial results is not necessarily indicative of financial results to be achieved in future periods.

We have pursued and expect to continue to pursue acquisitions to increase the scope of our product offerings. The comparability of periods covered by our financial statements can be, and may be in the future, impacted by acquisitions. In February 2015, we acquired a U.S. business that provides comprehensive, cloud-based, automated software solutions for lodging tax compliance. In June 2015, we acquired a business in Belgium that was a developer of VAT compliance software and compliance services for the European market. Also in June 2015, we acquired a U.S. business that provides automated software solutions for telecommunications sales tax compliance. In September 2016, we acquired a business in Brazil that provides certain tax-related compliance solutions and content for the Brazilian market.

 

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The following sets forth our results of operations for the periods presented.

 

    For the Year Ended December 31,     For the Three Months
Ended March 31,
 
    2015     2016     2017     2017     2018  
                     

(unaudited)

 
   

(in thousands)

 

Revenue:

         

Subscription and returns

  $ 112,804     $ 154,967     $ 199,942     $ 45,848     $ 57,870  

Professional services and other

    10,354       12,459       13,217       3,117       3,507  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

    123,158       167,426       213,159       48,965       61,377  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cost of revenue:

         

Subscription and returns

    34,856       41,307       48,849       11,244       14,817  

Professional services and other

    5,889       7,206       9,128       2,319       2,692  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total cost of revenue(1)

    40,745       48,513       57,977       13,563       17,509  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

    82,413       118,913       155,182       35,402       43,868  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses:

         

Research and development(1)

    29,787       32,848       41,264       9,682       12,619  

Sales and marketing(1)

    98,686       103,483       133,794       30,300       37,307  

General and administrative(1)

    33,683       36,875       34,286       10,613       9,211  

Goodwill impairment and restructuring charges(2)

                9,170              
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

    162,156       173,206       218,514       50,595       59,137  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

    (79,743     (54,293     (63,332     (15,193     (15,269
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other (income) expense, net

    1,614       2,955       2,013       954       828  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

    (81,357     (57,248     (65,345     (16,147     (16,097

Provision for (benefit from) income taxes

    (3,593     640       (1,219     (149     (848
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

  $ (77,764   $ (57,888   $ (64,126   $ (15,998   $ (15,249
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) The stock-based compensation expense included above was as follows:

 

     For the Year Ended December 31,      For the Three Months
Ended March 31,
 
         2015              2016              2017              2017              2018      
                         

(unaudited)

 
    

(in thousands)

 

Cost of revenue

   $ 496      $ 856      $ 976      $ 226      $ 296  

Research and development

     1,120        1,265        2,391        491        581  

Sales and marketing

     1,705        2,209        3,789        837        1,045  

General and administrative

     3,699        3,782        4,601        1,468        1,588  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total stock-based compensation

   $ 7,020      $ 8,112      $ 11,757      $ 3,022      $ 3,510  

The amortization of acquired intangibles included above was as follows:

 

     For the Year Ended December 31,      For the Three Months
Ended March 31,
 
         2015              2016              2017              2017              2018      
                         

(unaudited)

 
    

(in thousands)

 

Cost of revenue

   $ 2,512      $ 3,244      $ 3,717      $ 915      $ 898  

Research and development

                                  

Sales and marketing

     1,423        1,706        1,913        480        502  

General and administrative

     128        124        102        38        10  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total amortization of acquired intangibles

   $ 4,063      $ 5,074      $ 5,732      $ 1,433      $ 1,410  

 

(2) The goodwill impairment included above was $8.4 million and the restructuring charges were $0.8 million.

 

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The following sets forth our results of operations as a percentage of our total revenue for the periods presented.

 

    For the Year Ended December 31,     For the Three Months
Ended March 31,
 
    2015     2016     2017     2017     2018  
                      (unaudited)  

Revenue:

         

Subscription and returns

    92     93     94     94     94

Professional services and other

    8     7     6     6     6
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

    100     100     100     100     100
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cost of revenue:

         

Subscription and returns

    28     25     23     23     24

Professional services and other

    5     4     4     5     4
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total cost of revenue

    33     29     27     28     29
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

    67     71     73     72     71
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses:

         

Research and development

    24     20     19     20     21

Sales and marketing

    80     62     63     62     61

General and administrative

    27     22     16     22     15

Goodwill impairment and restructuring charges

    0     0     4     0     0
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

    132     103     103     103     96
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

    (65 )%      (32 )%      (30 )%      (31 )%      (25 )% 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other (income) expense:

         
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other (income) expense, net

    1     2     1     (2 )%      (1 )% 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

    (66 )%      (34 )%      (31 )%      (33 )%      (26 )% 

Provision for (benefit from) income taxes

    (3 )%      0     (1 )%      0     (1 )% 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

    (63 )%      (35 )%      (30 )%      (33 )%      (25 )% 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Three Months Ended March 31, 2017 Compared to Three Months Ended March 31, 2018

Revenue

 

     For the Three Months
Ended March 31,
     Change  
     2017      2018      Amount      Percentage  
     (dollars in thousands)  

Revenue:

           

Subscription and returns

   $ 45,848      $ 57,870      $ 12,022        26

Professional services and other

     3,117        3,507        390        13
  

 

 

    

 

 

    

 

 

    

Total revenue

   $ 48,965      $ 61,377      $ 12,412        25
  

 

 

    

 

 

    

 

 

    

Total revenue for the three months ended March 31, 2018 increased by $12.4 million, or 25%, compared to the three months ended March 31, 2017. Subscription and returns revenue for the three months ended March 31, 2018 increased by $12.0 million, or 26%, compared to the three months ended March 31, 2017. Growth in total revenue was due primarily to increased demand for our products and services from new and existing customers. Of the increase in total revenue for the three months ended March 31, 2018 compared to the same period of 2017, approximately $4.1 million was attributable to existing customers and approximately $8.3 million was attributable to new customers.

 

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Cost of Revenue

 

     For the Three Months
Ended March 31,
     Change  
     2017      2018      Amount      Percentage  
     (dollars in thousands)  

Cost of revenue

           

Subscription and returns

   $ 11,244      $ 14,817      $ 3,573        32

Professional services and other

     2,319        2,692        373        16
  

 

 

    

 

 

    

 

 

    

Total cost of revenue

   $ 13,563      $ 17,509      $ 3,946        29
  

 

 

    

 

 

    

 

 

    

Cost of revenue for the three months ended March 31, 2018 increased by $3.9 million, or 29%, compared to the three months ended March 31, 2017. The increase in cost of revenue in absolute dollars was due primarily to an increase of $2.4 million in employee-related costs from higher headcount, an increase of $0.7 million in software hosting costs, and an increase of $0.7 million in allocated overhead cost. Our cost of revenue headcount increased approximately 18% from the first quarter of 2017 to the first quarter of 2018 due to our continued growth to support our solutions and expand content. Software hosting costs have increased due primarily to higher transaction volumes and transitioning to a third-party hosting vendor. Allocated overhead consists primarily of facility expenses and shared information technology expenses. Facility expenses increased in the first quarter of 2018 due primarily to the costs associated with our new corporate headquarters in Seattle, Washington. We moved into these facilities in February 2018.

Gross Profit

 

     For the Three Months
Ended March 31,
    Change  
     2017     2018     Amount      Percentage  
     (dollars in thousands)  

Gross profit

         

Subscription and returns

   $ 34,604     $ 43,053     $ 8,449        24

Professional services and other

     798       815       17        2
  

 

 

   

 

 

   

 

 

    

Total gross profit

   $ 35,402     $ 43,868     $ 8,466        24
  

 

 

   

 

 

   

 

 

    

Gross margin

         

Subscription and returns

     75     74     

Professional services and other

     26     23     
  

 

 

   

 

 

      

Total gross margin

     72     71     
  

 

 

   

 

 

      

Total gross profit for the three months ended March 31, 2018 increased $8.5 million, or 24%, compared to the three months ended March 31, 2017. Total gross margin was 71% for the three months ended March 31, 2018 compared to 72% for the same period of 2017. This decrease was due primarily to higher software hosting costs and allocated overhead costs.

Research and Development

 

     For the Three Months
Ended March 31,
     Change  
     2017      2018      Amount      Percentage  
     (dollars in thousands)  

Research and development

   $ 9,682      $ 12,619      $ 2,937        30

 

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Research and development expenses for the three months ended March 31, 2018 increased $2.9 million, or 30%, compared to the three months ended March 31, 2017. The increase was due primarily to an increase of $2.3 million in employee-related costs from higher headcount and an increase of $0.4 million in allocated overhead cost. Research and development headcount increased approximately 11% from the first quarter of 2017 to the first quarter of 2018 due primarily to increasing headcount in our U.S. operations as we continue to enhance existing solutions.

Sales and Marketing

 

     For the Three Months
Ended March 31,
     Change  
     2017      2018      Amount      Percentage  
     (dollars in thousands)  

Sales and marketing

   $ 30,300      $ 37,307      $ 7,007        23

Sales and marketing expenses for the three months ended March 31, 2018 increased $7.0 million, or 23%, compared to the three months ended March 31, 2017. The increase was due primarily to $6.1 million in employee-related costs (including $3.0 million increase in sales commissions expense), an increase of $1.3 million for partner commission expense, and an increase of $0.8 million in allocated overhead cost offset, in part, by a decrease of $1.4 million for marketing campaign expenses. Sales and marketing headcount increased approximately 23% from the first quarter of 2017 to the first quarter of 2018. Sales commissions expense increased due to strong sales-related activity. Partner commission expense increased due primarily to higher revenues and an increase in the proportion of sales eligible for partner commissions. Marketing campaign expenses decreased due to a reduction in our discretionary spending on advertising and marketing in the first quarter of 2018 compared to the first quarter of 2017.

General and Administrative

 

     For the Three Months
Ended March 31,
     Change  
     2017      2018      Amount      Percentage  
     (dollars in thousands)  

General and administrative

   $ 10,613      $ 9,211      $ (1,402      (13 )% 

General and administrative expenses for the three months ended March 31, 2018 decreased $1.4 million, or 13%, compared to the three months ended March 31, 2017. The decrease was due primarily to a $1.1 million decrease in professional services expenses. Professional services expenses were lower due primarily to expenses incurred in the prior year’s quarter for legal and accounting fees related to our preliminary activities related to our anticipated initial public offering of our common stock, or IPO. In the first quarter of 2018, IPO-related costs were recorded to deferred financing costs.

Total Other (Income) Expense, Net

 

     For the Three Months
Ended March 31,
     Change  
     2017      2018      Amount  
     (dollars in thousands)  

Other (income) expense, net

        

Interest income

   $ (10    $ (36    $ (26

Interest expense

     528        894        366  

Other (income) expense, net

     436        (30      (466
  

 

 

    

 

 

    

 

 

 

Total other (income) expense, net

   $ 954      $ 828      $ (126
  

 

 

    

 

 

    

 

 

 

 

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Total other (income) expense, net for the three months ended March 31, 2018 decreased $0.1 million compared to the three months ended March 31, 2017 due primarily to the change in the fair value of earnout liabilities, partially offset by higher interest expense on borrowings under our credit facility during the first quarter of 2018.

Provision for (Benefit from) Income Taxes

 

     For the Three Months
Ended March 31,
     Change  
     2017      2018      Amount  
     (dollars in thousands)  

Provision for (benefit from) income taxes

   $ (149    $ (848    $ (699

Benefit from income taxes for the three months ended March 31, 2018 increased by $0.7 million compared to the three months ended March 31, 2017. The effective income tax rate was a benefit of 0.9% and 5.3% for the three months ended March 31, 2017 and 2018, respectively. The difference is due primarily to an update to the provisional amount recorded as of December 31, 2017. We determined that indefinite lived goodwill would provide a source of income to realize indefinite lived deferred tax assets resulting in a tax benefit of $0.9 million during the three months ended March 31, 2018. We continue to analyze changes under The Tax Cut and Jobs Act and anticipate recording any additional resulting adjustments within the measurement period.

We have assessed our ability to realize our deferred tax assets and have recorded a valuation allowance against such assets to the extent that, based on the weight of all available evidence, it is more likely than not that all or a portion of the deferred tax assets will not be realized. In assessing the likelihood of future realization of our deferred tax assets, we placed significant weight on our history of generating U.S. tax losses, including in the first quarter of 2018. As a result, we have a full valuation allowance against our net deferred tax assets, including net operating loss carryforwards, and tax credits related primarily to research and development. We expect to maintain a full valuation allowance for the foreseeable future.

Year Ended December 31, 2016 Compared to Year Ended December 31, 2017

Revenue

 

     For the Year Ended
December 31,
     Change  
     2016      2017      Amount      Percentage  
     (dollars in thousands)  

Revenue:

           

Subscription and returns

   $ 154,967      $ 199,942      $ 44,975        29

Professional services and other

     12,459        13,217        758        6
  

 

 

    

 

 

    

 

 

    

Total revenue

   $ 167,426      $ 213,159      $ 45,733        27
  

 

 

    

 

 

    

 

 

    

Total revenue increased by $45.7 million, or 27%, from 2016 to 2017. Subscription and returns revenue increased by $45.0 million, or 29%, from 2016 to 2017. Growth in total revenue was due primarily to increased demand for our products and services from new and existing customers. In September 2016, we acquired a business in Brazil that provides transaction tax compliance solutions and content. Excluding the impact of the Brazil acquisition, revenue increased by $42.3 million, or 25%, from 2016 to 2017. Of this increase, $23.7 million was attributable to existing customers and $18.6 million was attributable to new customers.

 

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Professional services and other revenue increased $0.8 million, or 6%, from 2016 to 2017 due primarily to the Brazil acquisition.

Cost of Revenue

 

     For the Year Ended
December 31,
     Change  
     2016      2017      Amount      Percentage  
     (dollars in thousands)  

Cost of revenue

           

Subscription and returns

   $ 41,307      $ 48,849      $ 7,542        18

Professional services and other

     7,206        9,128        1,922        27
  

 

 

    

 

 

    

 

 

    

Total cost of revenue

   $ 48,513      $ 57,977      $ 9,464        20
  

 

 

    

 

 

    

 

 

    

Total cost of revenue increased $9.5 million, or 20%, from 2016 to 2017. The increase in cost of revenue in absolute dollars was due primarily to an increase of $6.4 million in employee-related costs due to our September 2016 acquisition in Brazil and higher headcount, an increase of $1.0 million in software hosting costs, $0.9 million in higher depreciation and amortization expense, and an increase of $0.6 million in outside services expense. Our cost of revenue headcount increased approximately 19% from December 31, 2016 to December 31, 2017 due to our continued growth to support our solutions and expand content. Software hosting costs have increased due primarily to higher transaction volumes. Amortization expense increased due primarily to intangible assets acquired as part of the Brazil acquisition. As we expanded our product offerings in Europe in 2017, our outside services expenses increased as we temporarily engaged third parties to assist with certain projects.

Gross Profit

 

     For the Year Ended
December 31,
    Change  
     2016     2017     Amount     Percentage  
     (dollars in thousands)  

Gross profit

        

Subscription and returns

   $ 113,660     $ 151,093     $ 37,433       33

Professional services and other

     5,253       4,089       (1,164     (22 )% 
  

 

 

   

 

 

   

 

 

   

Total gross profit

   $ 118,913     $ 155,182     $ 36,269       31
  

 

 

   

 

 

   

 

 

   

Gross margin

        

Subscription and returns

     73     76    

Professional services and other

     42     31    
  

 

 

   

 

 

     

Total gross margin

     71     73    
  

 

 

   

 

 

     

Gross profit improved $36.3 million, or 31%, from 2016 to 2017. Our total gross margin improved from 71% in 2016 to 73% in 2017. The increase in gross margin was due primarily to increased automation of compliance processes and growing revenue relative to fixed costs of operations.

Research and Development

 

     For the Year Ended
December 31,
     Change  
     2016      2017      Amount      Percentage  
     (dollars in thousands)  

Research and development

   $ 32,848      $ 41,264      $ 8,416        26

 

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Research and development expenses increased $8.4 million, or 26%, from 2016 to 2017. The increase was due primarily to a $6.8 million increase in employee-related costs due to our September 2016 acquisition in Brazil and higher headcount, a $1.0 million increase in allocated overhead cost, and a $0.2 million increase in outside services expense. Research and development headcount increased approximately 18% from December 31, 2016 to December 31, 2017 due primarily to increasing headcount in our U.S operations as we continue to enhance existing solutions. Allocated overhead consists primarily of facility expenses and shared information technology expenses.

Sales and Marketing

 

     For the Year Ended
December 31,
     Change  
     2016      2017      Amount      Percentage  
     (dollars in thousands)  

Sales and marketing

   $ 103,483      $ 133,794      $ 30,311        29

Sales and marketing expenses increased $30.3 million, or 29%, from 2016 to 2017. The increase was due primarily to an increase of $20.3 million in employee-related costs from higher headcount, an increase of $4.9 million for marketing campaign and professional services expenses, and an increase of $4.4 million for partner commissions expense. During 2017, we engaged in a salesforce reorganization and continued to expand our sales force and marketing teams as we seek to accelerate sales growth and new customer acquisition. Sales and marketing headcount increased approximately 30% from December 31, 2016 to December 31, 2017. In pursuing our strategy to accelerate sales growth, we also increased marketing spending primarily on demand generation and customer base marketing activities in 2017. Partner commission expense increased by 44%, from $9.9 million to $14.3 million, due primarily to an increase in the proportion of sales eligible for partner commissions.

General and Administrative

 

     For the Year Ended
December 31,
     Change  
     2016      2017      Amount      Percentage  
     (dollars in thousands)  

General and administrative

   $ 36,875      $ 34,286      $ (2,589      (7 )% 

General and administrative expenses decreased $2.6 million, or 7%, from 2016 to 2017. The decrease was due primarily to a $3.2 million reduction in bad debt expense, a $1.5 million non-recurring charge to terminate a contract in 2016, lower depreciation of $0.7 million, and $0.7 million lower allocated overhead costs, partially offset by a $2.8 million increase in employee-related costs from higher headcount. Bad debt expense decreased due primarily to improved cash collections from our customers compared to the prior year. In 2016, we agreed to terminate a long-term software development agreement with a vendor for $1.5 million. Depreciation expenses decreased due to asset disposals for our Bainbridge Island and Harrisburg offices, which were downsized in 2016. Allocated overhead consists primarily of facility expenses and shared information technology expenses. General and administrative headcount increased approximately 21% from December 31, 2016 to December 31, 2017 as we expanded our support services personnel to effectively handle growth.

Goodwill Impairment and Restructuring Charges

Goodwill impairment and restructuring charges for 2017 were $9.2 million. There were no similar charges in 2016. A goodwill impairment charge of $8.4 million was recorded related to our Brazilian

 

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operations. See Note 6 of the Notes to Consolidated Financial Statements. Separately, we also incurred restructuring charges of $0.8 million in 2017 associated with our plan to close our Overland Park office, including termination benefits and other reorganization costs, primarily associated with integrating operations.

Total Other (Income) Expense, Net

 

     For the Year Ended
December 31,
    Change  
     2016     2017     Amount  
     (dollars in thousands)  

Other (income) expense, net

      

Interest income

   $ (18   $ (77   $ (59

Interest expense

     2,301       2,585       284  

Change in fair value of preferred stock warrants

     (28     —         28  

Other (income) expense, net

     700       (495     (1,195
  

 

 

   

 

 

   

 

 

 

Total other (income) expense, net

   $ 2,955     $ 2,013     $ (942
  

 

 

   

 

 

   

 

 

 

Total other (income) expense, net decreased by $0.9 million from 2016 to 2017 due primarily to the change in the fair value of earnout liabilities, partially offset by higher interest expense on borrowings under our credit facility during 2017. We estimate the fair value of earnout liabilities related to acquisitions quarterly. The $1.0 million reduction in the fair value of earnout liabilities resulted from income of $0.7 million in 2017, compared to $0.3 million of expense in 2016. Of the $0.7 million recognized in income, $0.4 million was attributable to the reduction in fair value of the VAT Applications earnout, and $0.3 million to the reduction in the fair value of the earnout for our acquisition in Brazil. Interest expense increased 12% in 2017 compared to 2016 due primarily to higher debt levels. As of December 31, 2017, we had variable rate borrowings of $30.0 million outstanding under the term loan facility and $10.0 million under the revolving credit facility bearing interest at an annual rate of 6.75% and 6.25%, respectively.

Provision for (Benefit from) Income Taxes

 

     For the Year Ended
December 31,
    Change  
     2016      2017     Amount  
     (dollars in thousands)  

Provision for (benefit from) income taxes

   $ 640      $ (1,219   $ (1,859

Provision for income taxes decreased by $1.9 million from 2016 to 2017 due primarily to net operating losses in Brazil. In 2017, a deferred tax benefit was recorded for losses incurred up to the amount of our deferred tax liability attributable to our Brazil operations. Upon extinguishment of the deferred tax liability, additional net operating losses resulted in a deferred tax asset for which we have established a full valuation allowance.

We have assessed our ability to realize our deferred tax assets and have recorded a valuation allowance against such assets to the extent that, based on the weight of all available evidence, it is more likely than not that all or a portion of the deferred tax assets will not be realized. In assessing the likelihood of future realization of our deferred tax assets, we placed significant weight on our history of generating U.S. tax losses, including in 2017. As a result, we have a full valuation allowance against our net deferred tax assets, including net operating loss carryforwards, and tax credits related primarily to research and development. We reported a net deferred tax liability as of December 31, 2016 and

 

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2017 of $3.2 million and $1.9 million, respectively. We expect to maintain a full valuation allowance for the foreseeable future.

Year Ended December 31, 2015 Compared to Year Ended December 31, 2016

Revenue

 

     For the Year Ended
December 31,
     Change  
     2015      2016      Amount      Percentage  
     (dollars in thousands)  

Revenue:

           

Subscription and returns

   $ 112,804      $ 154,967      $ 42,163        37

Professional services and other

     10,354        12,459        2,105        20
  

 

 

    

 

 

    

 

 

    

Total revenue

   $ 123,158      $ 167,426      $ 44,268        36
  

 

 

    

 

 

    

 

 

    

Total revenue increased by $44.3 million, or 36%, from 2015 to 2016. Subscription and returns revenue increased by $42.2 million, or 37%, from 2015 to 2016. Professional services and other revenue increased $2.1 million, or 20%, from 2015 to 2016.

The increase was due primarily to higher revenue from existing customers, revenues from new customers, and acquisitions in 2015 and 2016. Revenue increased by $10.7 million, or 9%, from acquisitions that were made in 2015 and 2016. Excluding the impact of acquisitions made in 2015 and 2016, revenue increased by $33.6 million, or 30%, from 2015 to 2016. Of this increase, $21.2 million was attributable to existing customers and $12.4 million was attributable to new customers.

Cost of Revenue

 

     For the Year Ended
December 31,
     Change  
           2015                  2016            Amount      Percentage  
     (dollars in thousands)  

Cost of revenue:

           

Subscription and returns

   $ 34,856      $ 41,307      $ 6,451        19

Professional services and other

     5,889        7,206        1,317        22
  

 

 

    

 

 

    

 

 

    

Total cost of revenue

   $ 40,745      $ 48,513      $ 7,768        19
  

 

 

    

 

 

    

 

 

    

Total cost of revenue increased $7.8 million, or 19%, from 2015 to 2016. The increase in cost of revenue in absolute dollars was due primarily to an increase of $4.3 million in employee related payroll expenses, $0.9 million in higher allocated overhead costs, $0.8 million in higher data center and software hosting costs, and $0.7 million in higher amortization expense. Our employee related payroll expenses increased due primarily to higher headcount due to supporting continued customer growth and recent acquisitions. Cost of revenue headcount increased approximately 32% from 2015 to 2016. Allocated overhead costs consists primarily of facility expenses and shared information technology expenses.

 

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Gross Profit

 

     For the Year Ended
December 31,
     Change  
           2015                 2016            Amount      Percentage  
     (dollars in thousands)  

Gross profit:

          

Subscription and returns

   $ 77,948     $ 113,660      $ 35,712        46

Professional services and other

     4,465       5,253        788        18
  

 

 

   

 

 

    

 

 

    

Total gross profit

   $ 82,413     $ 118,913      $ 36,500        44
  

 

 

   

 

 

    

 

 

    

Gross margin:

          

Subscription and returns

     69     73      

Professional services and other

     43     42      

Total gross margin

     67     71      

Gross profit improved $36.5 million, or 44%, from 2015 to 2016. Our total gross margin improved from 67% in 2015 to 71% in 2016. The increase in gross margin was due primarily to increased automation of compliance processes and growing revenue relative to fixed costs of operations.

Research and Development

 

    For the Year Ended
December 31,
    Change  
          2015                 2016           Amount     Percentage  
    (dollars in thousands)  

Research and development

  $ 29,787     $ 32,848     $ 3,061       10

Research and development expenses increased $3.1 million, or 10%, from 2015 to 2016. The increase was due primarily to higher employee related costs of $3.5 million driven by increased headcount, partially offset by lower third party software development costs of $0.3 million. Research and development headcount increased approximately 9% from 2015 to 2016.

Sales and Marketing

 

     For the Year Ended
December 31,
     Change  
           2015                  2016            Amount      Percentage  
     (dollars in thousands)  

Sales and marketing

   $ 98,686      $ 103,483      $ 4,797        5

Sales and marketing expenses increased $4.8 million, or 5%, from 2015 to 2016. The increase was due primarily to the expansion of our sales force and $0.7 million in higher allocated overhead costs. We added employees within our sales, business development, and marketing organizations, which contributed to $4.1 million of increased personnel and related expenses, including commissions and bonuses. Sales and marketing headcount increased approximately 9% from 2015 to 2016. Allocated overhead cost consists primarily of facility expenses and shared information technology.

General and Administrative

 

     For the Year Ended
December 31,
     Change  
           2015                  2016            Amount      Percentage  
     (dollars in thousands)  

General and administrative

   $ 33,683      $ 36,875      $ 3,192        9

 

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General and administrative expenses increased $3.2 million, or 9%, from 2015 to 2016. The increase was due primarily to an increase of $1.5 million for development agreement termination costs, $1.2 million for employee related costs, and $1.0 million for professional services expense, partially offset by lower allocated overhead and depreciation expense of $0.8 million. The increase in employee related costs was driven by higher general and administrative headcount, which increased approximately 34% from 2015 to 2016. In 2016, we agreed to terminate a long-term software development agreement with a vendor for $1.5 million. Professional services expense increased from 2015 to 2016 due primarily to higher acquisition related costs.

Total Other (Income) Expense, Net

 

     For the Year Ended
December 31,
     Change  
           2015                  2016            Amount  
     (in thousands)  

Total other (income) expense, net

   $ 1,614      $ 2,955      $ 1,341  

Total other (income) expense, net increased by $1.3 million from 2015 to 2016 due primarily to higher interest expense on borrowings under our credit facility during 2016. As of December 31, 2016, we had borrowings of $25.0 million outstanding under the term loan facility bearing interest at an annual rate of 6.75%.

Provision for (Benefit from) Income Taxes

 

     For the Year Ended
December 31,
     Change  
           2015                  2016            Amount  
     (in thousands)      

Provision for (benefit from) income taxes

   $ (3,593    $ 640      $ 4,233  

Provision for income taxes increased by $4.2 million from 2015 to 2016 due primarily to tax purchase accounting benefits of $3.5 million recorded in 2015. During 2015, we acquired the stock of two U.S. companies for which we recorded deferred tax liabilities through purchase accounting. These acquired deferred tax liabilities provided a future source of taxable income to support the realization of existing U.S. deferred tax assets, resulting in a discrete income tax benefit during 2015.

 

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Quarterly Results of Operations

The following table sets forth our unaudited quarterly consolidated statements of operations data for each of the periods presented as well as the percentage of total revenue that each line item represented for each quarter. In management’s opinion, the data below have been prepared on the same basis as the audited consolidated financial statements included elsewhere in this prospectus and reflect all necessary adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of this data. The results of historical periods are not necessarily indicative of the results to be expected for a full year or any future period. Historical periods are also impacted by acquisitions. In September 2016, we acquired a business in Brazil that provides certain tax-related compliance solutions and content for the Brazilian market. The following quarterly financial data should be read in conjunction with our audited financial statements and related notes included elsewhere in this prospectus.

 

    For the Three Months Ended  
    Mar 31,
2016
    Jun 30,
2016
    Sep 30,
2016
    Dec 31,
2016
    Mar 31,
2017
    Jun 30,
2017
    Sep 30,
2017
    Dec 31,
2017
    Mar 31,
2018
 
    (unaudited)  
    (in thousands)  

Revenue:

                 

Subscription and returns

  $ 35,944     $ 35,929     $ 38,942     $ 44,152     $ 45,848     $ 48,309     $ 51,668     $ 54,117     $ 57,870  

Professional services and other

    2,843       3,100       2,988       3,528       3,117       2,582       3,600       3,918       3,507  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

    38,787       39,029       41,930       47,680       48,965       50,891       55,268       58,035       61,377  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cost of revenue:

                 

Subscription and returns

    9,823       10,153       10,110       11,221       11,244       12,109       12,330       13,166       14,817  

Professional services and other

    1,771       1,824       1,728       1,883       2,319       2,258       2,329       2,222       2,692  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total cost of revenue(1)

    11,594       11,977       11,838       13,104       13,563       14,367       14,659       15,388       17,509  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

    27,193       27,052       30,092       34,576       35,402       36,524       40,609       42,647       43,868  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses:

                 

Research and development(1)

    8,422       8,691       7,724       8,011       9,682       10,291       10,401       10,890       12,619  

Sales and marketing(1)

    23,665       26,379       25,825       27,614       30,300       33,191       33,151       37,152       37,307  

General and administrative(1)

    8,668       8,375       10,260       9,572       10,613       7,484       8,092       8,097       9,211  

Goodwill impairment and restructuring charges(2)

                                        793       8,377        
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

    40,755       43,445       43,809       45,197       50,595       50,966       52,437       64,516       59,137  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

    (13,562     (16,393     (13,717     (10,621     (15,193     (14,442     (11,828     (21,869     (15,269
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other (income) expense, net

    74       1,081       1,033       767       954       1,148       (1,391     1,302       828  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

    (13,636     (17,474     (14,750     (11,388     (16,147     (15,590     (10,437     (23,171     (16,097
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Provision for (benefit from) income taxes

    101       198       118       223       (149     (141     (172     (757     (848
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

  $ (13,737   $ (17,672   $ (14,868   $ (11,611   $ (15,998   $ (15,449   $ (10,265   $ (22,414   $ (15,249
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)   The stock-based compensation expense included above was as follows:

 

    

 
    For the Three Months Ended  
    Mar 31,
2016
    Jun 30,
2016
    Sep 30,
2016
    Dec 31,
2016
    Mar 31,
2017
    Jun 30,
2017
    Sep 30,
2017
    Dec 31,
2017
    Mar 31,
2018
 
    (unaudited)  
    (in thousands)  

Cost of revenue

  $ 194     $ 212     $ 227     $ 223     $ 226     $ 237     $ 277     $ 236     $ 296  

Research and development

    320       335       299       311       491       548       761       591       581  

Sales and marketing

    470       556       519       664       837       933       985       1,034       1,045  

General and administrative

    1,088       753       859       1,082       1,468       1,074       1,159       900       1,588  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total stock-based compensation

  $ 2,072     $ 1,856     $ 1,904     $ 2,280     $ 3,022     $ 2,792     $ 3,182     $ 2,761     $ 3,510  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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     The amortization of acquired intangibles included above was as follows:

 

    For the Three Months Ended  
    Mar 31,
2016
    Jun 30,
2016
    Sep 30,
2016
    Dec 31,
2016
    Mar 31,
2017
    Jun 30,
2017
    Sep 30,
2017
    Dec 31,
2017
    Mar 31,
2018
 
    (unaudited)  
    (in thousands)  

Cost of revenue

  $ 767     $ 767     $ 810     $ 900     $ 915     $ 912     $ 938     $ 952     $ 898  

Research and development

                                                     

Sales and marketing

    428       425       370       483       480       455       482       496       502  

General and administrative

    29       26       21       48       38       29       26       9       10  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total amortization of acquired intangibles

  $ 1,224     $ 1,218     $ 1,201     $ 1,431     $ 1,433     $ 1,396     $ 1,446     $ 1,457     $ 1,410  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(2)   The goodwill impairment and restructuring charges above include $0.8 million of restructuring charges recorded in the third quarter of 2017 and $8.4 million of goodwill impairment recorded in the fourth quarter of 2017.

 

    

 
    For the Three Months Ended  
    Mar 31,
2016
    Jun 30,
2016
    Sep 30,
2016
    Dec 31,
2016
    Mar 31,
2017
    Jun 30,
2017
    Sep 30,
2017
    Dec 31,
2017
    Mar 31,
2018
 
    (unaudited)  

Revenue:

                 

Subscription and returns

    93     92     93     93     94     95     93     93     94

Professional services and other

    7     8     7     7     6     5     7     7     6
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

    100     100     100     100     100     100     100     100     100
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cost of revenue:

                 

Subscription and returns

    25     26     24     24     23     24     22     23     24

Professional services and other

    5     5     4     4     5     4     4     4     4
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total cost of revenue

    30     31     28     27     28     28     27     27     29
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

    70     69     72     73     72     72     73     73     71
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses:

                 

Research and development

    22     22     18     17     20     20     19     19     21

Sales and marketing

    61     68     62     58     62     65     60     64     61

General and administrative

    22     21     24     20     22     15     15     14     15

Goodwill impairment and restructuring charges

    0     0     0     0     0     0     1     14     0
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

    105     111     104     95     103     100     95     111     96
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

    (35 )%      (42 )%      (33 )%      (22 )%      (31 )%      (28 )%      (21 )%      (38 )%      (25 )% 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other (income) expense, net

    0     3     2     2     2     2     (3 )%      2     (1 )% 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

    (35 )%      (45 )%      (35 )%      (24 )%      (33 )%      (31 )%      (19 )%      (40 )%      (26 )% 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Provision for (benefit from) income taxes

    0     1     0     0     (0 )%      (0 )%      (0 )%      (1 )%      1
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

    (35 )%      (45 )%      (35 )%      (24 )%      (33 )%      (30 )%      (19 )%      (39 )%      (25 )% 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    For the Three Months Ended  
    Mar 31,
2016
    Jun 30,
2016
    Sep 30,
2016
    Dec 31,
2016
    Mar 31,
2017
    Jun 30,
2017
    Sep 30,
2017
    Dec 31,
2017
    Mar 31,
2018
 
   

(unaudited)

(in thousands)

 

Non-GAAP Financial Data:

                 

Free cash flow(1)

                 

Net cash provided by (used in) operating activities

  $ (10,194   $ (5,781   $ (4,558   $ (1,163   $ (7,282   $ 403     $ 5,314     $ (1,976   $ (13,375

Purchases of property and equipment

    (1,773     (868     (2,658     (1,361     (1,037     (5,078     (4,235     (3,605     (3,625
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Free cash flow

  $ (11,967   $ (6,649   $ (7,216   $ (2,524   $ (8,319   $ (4,675   $ 1,079     $ (5,581   $ (17,000
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)  Free cash flow is a non-GAAP financial measure. For more information about free cash flow, see the section of this prospectus titled “Selected Consolidated Financial Data—Use of Non-GAAP Financial Measures.”

 

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Seasonality and Quarterly Trends

We have historically signed a higher percentage of agreements with new customers, as well as renewal and upgrade agreements with existing customers, in the fourth quarter of each year and usually during the last month of the quarter. This can be attributed to buying patterns typical in the software industry. Since the terms of most of our customer agreement terms are annual, agreements initially entered into the fourth quarter or last month of any quarter will generally come up for renewal at that same time in subsequent years. As a result, we have historically seen a higher percentage of customer agreement cancellations in the fourth quarter of each year. This seasonality is reflected in our revenues, though the impact to overall annual or quarterly revenues is minimal since we recognize subscription revenue ratably over the term of the customer contract. Additionally, this seasonality is reflected in commission expenses to our sales personnel and our partners.

Our quarterly revenue has increased in each period presented primarily due to increased sales to new customers, as well as increased usage by our existing customers. We cannot assure you that this pattern of sequential growth in revenue will continue.

Our operating expenses generally have increased sequentially in every quarter primarily due to increases in headcount and related expenses to support our growth. Quarterly fluctuations in our costs and expenses overall primarily reflect changes in our headcount, timing of acquisitions, and other costs related to providing the Avalara Compliance Cloud. In particular, research and development expenses have fluctuated based on the timing of personnel additions and related spending on product development. Increases in our sales and marketing expenses primarily reflects personnel additions and various sales and marketing initiatives that may fluctuate from quarter to quarter. We anticipate our operating expenses will continue to increase in absolute dollars in future periods as we invest in the long-term growth of our business. We also anticipate that gross profit and gross margin for professional services and other will fluctuate from quarter to quarter because of variability in our professional services projects and changes in headcount. Historical patterns should not be considered a reliable indicator of our future sales activity or performance.

Liquidity and Capital Resources

We require cash to fund our operations, including outlays for infrastructure growth, acquisitions, geographic expansion, expanding our sales and marketing activities, and working capital for our growth. Since our inception, we have financed our operations primarily through cash received from customers for our solutions, private placements, and, to a lesser extent, our bank borrowings. As of December 31, 2016 and 2017, and March 31, 2018, we had $20.2 million, $14.1 million, and $12.6 million, respectively, of cash and cash equivalents, most of which was held in money market accounts.

Borrowings

In November 2017, we amended our June 2016 loan and security agreement with Silicon Valley Bank and Ally Bank (the “Lenders”). The credit arrangements include a senior secured $30.0 million term loan facility and a $50.0 million revolving credit facility (collectively, the “Credit Facilities”). The $30.0 million term loan must be repaid in November 2020 with principal payments beginning December 2018. The $50.0 million revolving credit facility, which is subject to a borrowing base limitation and is reduced by outstanding letters of credit, must be repaid in November 2019. The obligations under the Credit Facilities are collateralized by substantially all the assets of the Company, including intellectual property, receivables and other tangible and intangible assets.

Collectively, the Credit Facilities include several affirmative and negative covenants, including a requirement that we maintain minimum net billings, minimum liquidity and observe restrictions on

 

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dispositions of property, changes in our business, mergers or acquisitions, incurring indebtedness, and distributions or investments. Written consent of the Lenders is required to pay dividends to shareholders, with the exception of dividends payable in common stock. As of December 31, 2017 and March 31, 2018, we were in compliance with all covenants of the Credit Facilities.

We are required to pay a quarterly fee of 0.50% per annum on the undrawn portion available under the revolving credit facility plus the sum of outstanding letters of credit. Under the Credit Facilities, the interest rate on the term loan and the revolving credit facility is based on the greater of either 4.25% or the current prime rate plus 2.25% for the term loan and plus 1.75% for the revolving credit facility. As of December 31, 2017, we had borrowings of $30.0 million outstanding under the term loan facility bearing interest at an annual rate of 6.75% and borrowings of $10.0 million outstanding under the revolving credit facility bearing interest at an annual rate of 6.25%. As of March 31, 2018, we had borrowings of $30.0 million outstanding under the term loan bearing interest at an annual rate of 7.00% and borrowings of $28.0 million outstanding under the revolving credit facility bearing interest at an annual rate of 6.50%.

In November 2017, Silicon Valley Bank issued a $2.5 million standby letter of credit under the Credit Facilities in connection with the lease agreement for our new corporate headquarters. As of December 31, 2017, after reducing for outstanding borrowings and letters of credit totaling $2.5 million, $37.5 million remained available for borrowing under the revolving credit facility. As of March 31, 2018, after reducing for outstanding borrowings and letters of credit totaling $2.5 million, $19.5 million remained available for borrowing under the revolving credit facility.

Future Cash Requirements

As of December 31, 2017 and March 31, 2018, our cash and cash equivalents were held for working capital purposes. We intend to increase our operating expenses and our capital expenditures to support the growth in our business and operations. We believe that our existing cash and cash equivalents of $12.6 million as of March 31, 2018, together with cash generated from operations, cash available under our current borrowing arrangements, and the net proceeds of this offering, will be sufficient to meet our anticipated cash needs for at least the next 12 months. Our financial position and liquidity are, and will be, influenced by a variety of factors, including our growth rate, the timing and extent of spending to support research and development efforts, the continued expansion of sales and marketing spending, the introduction of new and enhanced solutions, the cost of any acquisitions, and the continued market acceptance of our solutions.

The following table shows our cash flows from operating activities, investing activities, and financing activities for the stated periods:

 

     For the Year Ended
December 31,
     For the Three Months
Ended March 31,
 
     2015      2016      2017            2017            2018  
     (in thousands)  

Cash (used in) provided by:

              

Operating activities

   $ (47,008    $ (21,696    $ (3,541    $ (7,282    $ (13,375

Investing activities

     (53,773      (29,694      (16,256      2,356        (22,152

Financing activities

     22,489        61,000        13,695        (1,374      34,018  

Operating Activities

Our largest source of operating cash is cash collections from our customers for subscriptions and returns services. Our primary uses of cash from operating activities are for employee-related

 

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expenditures, marketing expenses, and commissions paid to our partners. Cash used in operating activities consists primarily of net loss adjusted for certain non-cash items, including goodwill impairment, stock-based compensation, depreciation and amortization, and other non-cash charges.

For the three months ended March 31, 2017, cash used in operating activities was $7.3 million compared to $13.4 million for the three months ended March 31, 2018. This increase in cash used of $6.1 million was due primarily to a negative working capital change of $6.8 million. Our net working capital decreased during the first quarter of 2018 compared to the first quarter of 2017 due primarily to a decrease in accrued payroll expenses and an increase in prepaid expenses. During the three months ended March 31, 2018, we had higher cash outflows for annual bonus payments and tradeshows occurring in future periods, when compared to similar-type payments in the prior year’s quarter.

For 2016, cash used in operating activities was $21.7 million compared to cash used in operating activities of $3.5 million for 2017. This reduction in cash used of $18.2 million was due primarily to reimbursements for tenant improvement expenditures of $10.5 million, and a positive working capital change of $5.5 million (excluding $10.5 million of lease incentives) for 2017. In 2016, we entered a ten-year lease for our new corporate headquarters in Seattle, Washington. Under the lease, we were granted approximately $10.5 million of tenant improvements to be paid by the landlord. We initially funded these improvements, which are recorded in Investing Activities as capital expenditures, and record the reimbursement of these expenditures to deferred rent, which increases cash from operating activities. Our net working capital improved during 2017 compared to 2016 due primarily to higher sales and improved cash collections on accounts receivable.

For 2015, cash used in operating activities was $47.0 million compared to cash used in operating activities of $21.7 million for 2016. This reduction in cash used of $25.3 million was due primarily to a lower net loss in 2016. Working capital sources of cash in 2016 included a $16.2 million increase in deferred revenue and a $7.3 million net increase in trade payables, accrued expenses and other current liabilities. These sources of cash were offset by a $11.1 million increase in accounts receivable in 2016.

Investing Activities

Our investing activities primarily include cash outflows related to purchases of property and equipment, changes in customer fund assets, and, from time-to-time, the cash paid for business acquisitions.

For the three months ended March 31, 2017, cash provided by investing activities was $2.4 million, compared to cash used of $22.2 million for the three months ended March 31, 2018. The increase in cash used of $24.5 million was due primarily to an increase of $21.9 million in customer fund assets. Capital expenditures increased $2.6 million from the prior year due primarily to tenant improvements for our new corporate headquarters. Our customer fund assets increased due primarily to a brief delay in processing remittance payments with one of the state tax authorities, and to a lesser extent, an increase in the number of customers using our remittance services.

For 2016, cash used in investing activities was $29.7 million compared to cash used in investing activities of $16.3 million for 2017. The decrease in cash used of $13.4 million was due primarily to cash used in 2016 for the acquisition of the Brazil business of $17.2 million, partially offset by an increase in capital expenditures of $7.3 million. Capital expenditures increased from the prior year due primarily to tenant improvements for our new corporate headquarters. See further discussion in Operating Activities above.

For 2015, cash used in investing activities was $53.8 million compared to cash used in investing activities of $29.7 million for 2016. During 2015, cash paid for acquisitions was $43.3 million compared to $17.2 million during 2016.

 

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Financing Activities

Our financing activities primarily include cash inflows and outflows from our Credit Facilities, issuance and repurchases of common and convertible preferred stock, changes in customer fund obligations, and cash flows related to stock option exercises.

For the three months ended March 31, 2017, cash used in financing activities was $1.4 million compared to cash provided by financing activities of $34.0 million for the three months ended March 31, 2018. This increase in cash provided of $35.4 million was due primarily to a net increase in customer fund obligations of $21.9 million and an increase in borrowings under our Credit Facilities of $16.0 million.

For 2016, cash provided by financing activities was $61.0 million compared to cash provided by financing activities of $13.7 million for 2017. In September 2016, we raised gross proceeds of $96.2 million from the sale of our Series D-2 preferred stock. In conjunction with this financing, we repurchased with cash $43.2 million of preferred and common stock from our shareholders through a limited time tender offer. See “Borrowings” above for a discussion of our Credit Facilities.

For 2015, cash provided by financing activities was $22.5 million compared to cash provided by financing activities of $61.0 million for 2016. In January 2015, in conjunction with closing a repurchase of common and preferred stock, we raised gross proceeds of $42.3 million from the sale of Series D-1 preferred stock. In December 2015, we amended and restated our then-existing loan and security agreement. The credit arrangements included a senior secured $10.0 million term loan and a $25.0 million revolving credit facility.

Funds Held from Customers and Customer Funds Obligations

We maintain trust accounts with financial institutions, which allows our customers to outsource their tax remittance functions to us. We have legal ownership over the accounts utilized for this purpose. Funds held from customers represents cash and cash equivalents that, based upon our intent, are restricted solely for satisfying the obligations to remit funds relating to our tax remittance services. Funds held from customers are not commingled with our operating funds, but typically are deposited with funds also held on behalf of our other customers.

Customer funds obligations represent our contractual obligations to remit collected funds to satisfy customer tax payments. Customer funds obligations are reported as a current liability on the consolidated balance sheets, as the obligations are expected to be settled within one year. Cash flows related to the cash received from and paid on behalf of customers are reported as follows:

 

  1) changes in customer funds obligations liability are presented as cash flows from financing activities;

 

  2) changes in customer fund assets (e.g., customer funds held in cash and cash equivalents and receivable from customers and taxing authorities) are presented as net cash flows from investing activities; and

 

  3) changes in customer fund asset account that relate to paying for the trust operations, such as banking fees, are presented as cash flows from operating activities.

 

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Contractual Obligations and Commitments

The following table summarizes our contractual obligations as of December 31, 2017:

 

     Total      Less than
1 year
     1-3 years      3-5 years      More than
5 years
 
     (unaudited)  
     (in thousands)  

Principal payments on debt obligations

   $ 40,234      $ 859      $ 39,375      $ —        $ —    

Interest payments on debt obligations

     6,194        2,583        3,611        —          —    

Operating lease obligations

     85,307        7,680        17,941        19,610        40,076  

Purchase obligations(1)

     15,170        5,115        6,555        3,500        —    

Customer funds obligations(2)

     14,061        14,061        —          —          —    

Other long-term liabilities(3)

     3,051        3,051        —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 164,017      $ 33,349      $ 67,482      $ 23,110      $ 40,076  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Purchase obligations are comprised primarily of long-term software licenses, subscriptions, and software hosting services.
(2) We maintain trust accounts with financial institution that are solely for satisfying the obligations to remit funds relating to our tax remittance services. Customer funds obligation represent our contractual obligations to remit collected funds to satisfy customer tax payments. At December 31, 2017, we had $13.1 million of funds held from (collected from) customers. Because of in-transit payments and changes in the amounts owed to us or to the taxing authority, the asset and liability amounts presented for any period will generally not offset.
(3) We have not included amounts related to our earnout liabilities (contingent consideration) for our acquisition in Brazil as these amounts will not be known until the end of the performance period. See Note 3 of the Notes to Consolidated Financial Statements for fair value estimates recorded at December 31, 2017.

There were no material changes to our contractual obligations as of March 31, 2018.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements in 2016, 2017, or the three months ended March 31, 2018.

Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

We had cash and cash equivalents of $20.2 million, $14.1 million, and $12.6 million as of December 31, 2016 and 2017, and March 31, 2018, respectively. We maintain our cash and cash equivalents in deposit accounts and money market funds with financial institutions. Due to the short-term nature of these instruments, we believe that we do not have any material exposure to changes in the fair value of our investment portfolio as a result of changes in interest rates. Declines in interest rates, however, would reduce future interest income.

We are exposed to risk related to changes in interest rates. Borrowings under the Credit Facilities bear interest at rates that are variable. Increases in the prime rate would increase the interest rate on these borrowings.

At March 31, 2018, we had borrowings under the Credit Facilities of $58.0 million. As a result, each change of one percentage point in interest rates would result in an approximate $0.6 million increase in our annual interest expense. Any debt we incur in the future may also bear interest at variable rates.

 

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Foreign Currency Exchange Risk

Our revenue and expenses are primarily denominated in U.S. dollars. For our foreign operations, the majority of our revenues and expenses are denominated in other currencies, such as the Euro, British Pound, and Brazilian Real. Decreases in the relative value of the U.S. dollar as compared to these currencies may negatively affect our revenue and other operating results as expressed in U.S. dollars. For 2016, 2017, and the first quarter of 2018, approximately 3%, 5%, and 6%, respectively, of our revenues were generated in currencies other than U.S. dollars.

We have experienced and will continue to experience fluctuations in our net loss as a result of transaction gains or losses related to revaluing certain current asset and current liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded. We recognized immaterial amounts of foreign currency gains and losses in each of the periods presented. We have not engaged in the hedging of our foreign currency transactions to date. We may in the future hedge selected significant transactions denominated in currencies other than the U.S. dollar as we expand our international operation and our risk grows.

Inflation

We do not believe that inflation had a material effect on our business, financial condition, or results of operations in the last two fiscal years. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition, and results of operations.

Internal Controls Over Financial Reporting

We previously identified a material weakness in our internal controls over financial reporting as of December 31, 2016, which has been remediated as of December 31, 2017. The material weakness was due to not having sufficient entity-level controls to design and implement systems and processes that allowed for the timely production of accurate financial information. The resulting lack of integrated financial reporting systems necessitated a highly manual and error prone internal control environment. The material weakness resulted in several significant deficiencies that impacted the following areas:

 

    Inappropriately designed controls to review and evaluate the assumptions used in the allocation and classification of expenses in our financial statements;

 

    Ineffective controls related to the review of the balance sheet classification of debt arrangements in our financial statements;

 

    Inappropriately designed controls related to the review of revenue recognition when subscription terms were greater than twelve months and when the subscription and activation charges were invoiced separately;

 

    Inappropriately designed controls related to the review of revenue recognition and bad debt expense when a partial payment was made by customer; and

 

    Ineffective controls related to the review of the consolidated statements of cash flows, including the operating and financing cash flows for repurchases of common stock when employee sellers exercised stock options and could net settle the exercise price and/or tax withholdings.

This material weakness resulted in immaterial errors that were not identified timely in conjunction with the issuance of our financial statements as of and for the year ended December 31, 2016 and the quarter ended March 31, 2017.

 

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A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by a company’s internal controls. A significant deficiency is a deficiency, or combination of deficiencies, in internal controls over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the registrant’s financial reporting.

We have been investing in improving our internal control environment throughout 2016 and 2017, including the following:

 

    hired additional experienced finance and accounting personnel, including those with prior experience working for public companies or audit firms of public companies;

 

    developed and began implementing information technology systems to automate certain processes to enhance our ability to complete our financial reporting accurately and timely; and

 

    began implementing a formal control framework and financial reporting risk assessment, including documenting areas of key risk and our internal controls over financial reporting as we prepare to assess the effectiveness of our internal controls.

Beginning in July 2017, we started specific efforts to remediate the material weakness and significant deficiencies as of December 31, 2016 (described above), including the following:

 

    implemented controls for creating an effective and timely quarterly close process (e.g., implementing and monitoring a detailed daily financial close checklist on a quarterly basis for accountability and timely resolution of financial reporting);

 

    preparing accounting memos when accounting for significant or unusual accounting transactions and ensuring that such documentation is prepared and reviewed by personnel with appropriate competence and authority; and

 

    implemented additional and more precise review controls over revenue recognition, particularly where the processes are currently manual.

We identified a significant deficiency in our internal controls over financial reporting as of December 31, 2017, which has not been remediated. The significant deficiency resulted from not having sufficient general information technology controls responsive to risk in the information technology environment. We are currently developing a remediation plan for this significant deficiency.

We continue to implement new technology systems to automate certain processes, particularly with respect to revenue recognition. We expect these efforts to continue throughout 2018 and, in the meantime, we will continue to employ enhanced review controls. As we continue to implement these technology systems and prepare to meet the financial reporting requirements of a public company, we expect additional changes will be necessary to our internal controls over financial reporting. Additionally, in 2018 we expect to significantly enhance our financial reporting risk assessment as part of evaluating our current control environment against a formal control framework (the COSO 2013 Framework). We currently expect to complete this evaluation and implement a control framework in 2019.

We cannot assure you that the measures we have taken to date, and are continuing to implement, will be sufficient to avoid potential future material weaknesses or significant deficiencies. Moreover, we cannot be certain that we will not in the future have additional significant deficiencies or material weaknesses in our internal controls over financial reporting, or that we will successfully remediate any that we find. Accordingly, there could continue to be a reasonable possibility that the significant deficiency we have previously identified or other material weaknesses or deficiencies could

 

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result in a misstatement of our accounts or disclosures that would result in a material misstatement of our financial statements that would not be prevented or detected on a timely basis, or cause us to fail to meet our obligations to file periodic financial reports on a timely basis.

Critical Accounting Policies and Significant Judgments and Estimates

Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements. The preparation of these financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liability at the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting periods. These estimates, assumptions, and judgments are necessary because future events and their effects on our consolidated financial statements cannot be determined with certainty, and are made based on our historical experience and on other assumptions that we believe to be reasonable under the circumstances. These estimates may change as new events occur or additional information is obtained, and we may periodically be faced with uncertainties, the outcomes of which are not within our control and may not be known for a prolonged period of time. Because the use of estimates is inherent in the financial reporting process, actual results could materially differ from those estimates.

We believe the following critical accounting policies affect our most significant judgments and estimates used in preparation of our consolidated financial statements:

 

    Revenue Recognition;

 

    Stock-based Compensation;

 

    Common Stock Valuations; and

 

    Business Combinations, including Contingent Consideration, Intangible Assets, and Goodwill.

Revenue Recognition

Our consolidated statement of operations includes two major revenue categories: subscriptions and returns, and professional services and other. We primarily generate revenue from subscriptions and returns, which consists primarily of fees paid for subscriptions to our solutions and fees paid for services performed in preparing and filing tax returns on behalf of our customers. Revenue generated from our professional services is reported under professional services and other. Amounts that have been invoiced are recorded in accounts receivable and deferred revenue or revenue, depending upon whether the revenue recognition criteria have been met.

In most instances, the initial arrangement with customers includes multiple elements, comprised of subscription and/or professional services, along with non-refundable upfront fees for new customers. We evaluate each element in a multiple-element arrangement to determine whether it represents a separate unit of accounting. An element constitutes a separate unit of accounting when the delivered item has standalone value and delivery of the undelivered element is probable and within our control. Other than nonrefundable upfront fees, our services typically have standalone value because they are routinely sold separately. Professional services also have standalone value because there are third party vendors that provide similar professional services to customers on a standalone basis. If one or more of the deliverables does not have standalone value upon delivery, the deliverables that do not have standalone value are generally combined with the final deliverable within the arrangement and treated as a single unit of accounting. Revenue for arrangements treated as a single unit of accounting is generally recognized over the period beginning upon delivery of the final deliverable and continuing over the remaining term of the subscription contract.

 

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We allocate revenue to each element in an arrangement based on the selling price hierarchy. The selling price for a deliverable is based on its vendor-specific objective evidence (VSOE), if available, third-party evidence (TPE), or best estimate of selling price (BESP), if neither VSOE nor TPE is available. As we have been unable to establish VSOE or TPE for the elements of our arrangements, we establish the BESP for each element. The determination of BESP requires significant estimates and judgments. BESP is determined by considering our overall pricing objectives and current market conditions. Other factors considered include existing pricing and discounting practices, historical comparisons of contract prices to list prices, customer demographics, and gross margin objectives. We may modify pricing practices in the future, which could result in changes in relative selling prices and BESP.

Revenue recognition begins when all the following criteria are met:

 

    There is persuasive evidence of an arrangement;

 

    The product or service is delivered to the customer;

 

    The amount of fees to be paid by the customer is fixed or determinable; and

 

    The collection of the fees is reasonably assured.

Subscription and returns revenue primarily consists of contractually agreed upon fees paid to use our cloud-based solutions, as well as fees paid to us for preparing and filing sales tax returns on behalf of our customers. Our subscription arrangements do not provide the customer with the right to take possession of the software supporting the cloud-based application services.

We generally invoice our subscription customers for the initial term at contract signing and at each renewal. Our initial terms generally range from twelve to eighteen months, and renewal periods are typically one year. Amounts that are contractually billable and have been invoiced, or which have been collected as cash are initially recorded as deferred revenue. While most of our customers are invoiced once at the beginning of the term, a portion of our customers are invoiced quarterly or monthly. As a result, at any point in time our current deferred revenue balance may not necessarily represent revenue to be recognized by us over the next twelve months. Our subscription contracts are generally non-cancelable except for where contract terms provide rights to cancel in the first 60 days of the contract term. We reserve for estimated cancellations based on actual history. To date, customer cancellations have not had a significant impact on revenue recognized.

Tax returns processing services include collection of tax data and amounts, preparation of all compliance forms, and submission to taxing authorities. Returns processing services are charged on a subscription basis for an allotted number of returns to process within a given time period or per return filing. The consideration allocated to a returns subscription is recognized as revenue over the contract period commencing when the subscription services are made available to the customer. We recognize revenue when the return is filed when purchased on a per return filing basis.

Included in the total subscription fee for our cloud-based solutions are non-refundable upfront fees that are typically charged to each new customer. These fees are associated with work performed by us to set up a customer with our services, and do not have standalone value. We recognize revenue for these fees over the expected term of the customer relationship, beginning when services commence. For 2016 and 2017, and solely for revenue recognition purposes, we estimated an expected customer relationship term of six years. We continue to evaluate the expected customer life and it is possible that the expected term of customer relationships may change in future periods. If such a change does occur, the periods over which any remaining deferred revenue will be recognized will be increased or decreased, as appropriate. As of December 31, 2015, 2016, and 2017, a one-year increase in the estimated term of customer relationships would reduce annual revenue by $0.4 million, $0.6 million, and $0.4 million, respectively.

 

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We bill for service arrangements on a fixed fee or time and materials basis. Professional services and other revenue include fees from providing tax analysis, configurations, data migrations, integration, training, and other support services. The consideration allocated to professional services is recognized as revenue when services are performed and are collectable under the terms of the associated contracts.

Stock-Based Compensation

Stock-based compensation expense is measured and recognized in our consolidated financial statements based on the fair value of our common stock underlying our stock-based awards. These awards include stock options and warrants that function substantially as stock options granted to employees and non-employee directors. The fair value of each award is estimated on the grant date using the Black-Scholes option-pricing model. The stock-based compensation expense is recognized using a straight-line basis over the requisite service period, which is generally four years. Beginning January 1, 2017, we elected to account for forfeitures upon occurrence.

Determining the fair value of stock-based awards at the grant date requires significant judgment. The determination of the grant date fair value of stock-based awards using the Black-Scholes option-pricing model is affected by our estimated common stock fair value as well as other highly subjective assumptions including, the expected term of the awards, our expected volatility over the expected term of the awards, expected dividend yield, and risk-free interest rates. The assumptions used in our option-pricing model represent management’s best estimates. These assumptions and estimates are as follows:

 

    Fair Value of Common Stock.    As our stock is not publicly traded, we estimate the fair value of common stock as discussed in “Common Stock Valuations” below.

 

    Expected Term.    The expected term of employee stock options represents the weighted average period that the stock options are expected to remain outstanding. To determine the expected term, we generally apply the simplified approach in which the expected term of an award is presumed to be the mid-point between the vesting date and the expiration date of the award.

 

    Expected Volatility.    As we do not have trading history for our common stock, the selected volatility used is representative of expected future volatility. We based expected future volatility on the historical and implied volatility of comparable publicly traded companies over a similar expected term.

 

    Expected Dividend Yield.    We have never declared or paid any cash dividends and do not presently intend to pay cash dividends in the foreseeable future. As a result, we used an expected dividend yield of zero.

 

    Risk-Free Interest Rates.    We based the risk-free interest rate on the rate for a U.S. Treasury zero-coupon issue with a term that closely approximates the expected life of the option grant at the date nearest the option grant date.

If any assumptions used in the Black-Scholes option-pricing model change significantly, stock-based compensation for future awards may differ materially compared with the awards granted previously. For 2015, 2016, 2017, and the three months ended March 31, 2018, stock-based compensation expense was $7.0 million, $8.1 million, $11.8 million, and $3.5 million, respectively. As of March 31, 2018, we had approximately $30.7 million of total unrecognized stock-based compensation expense, which we expect to recognize over a period of approximately three years.

Based upon the assumed initial public offering price of $     per share, which is the midpoint of the price range set forth on the cover of this prospectus, the aggregate intrinsic value of stock-based

 

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awards outstanding as of March 31, 2018 was approximately $     million, of which approximately $ million related to vested awards and approximately $     million related to unvested awards.

Common Stock Valuations

The fair value of the common stock underlying our stock options and common stock warrants was estimated by our Board of Directors, with input from management. Our Board of Directors intends all options granted to be exercisable at a price per share not less than the per share fair value of our common stock underlying those options on the date of grant. The estimated fair value of our common stock was determined at each valuation date in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. Each valuation of our common stock was done using significant judgment and considering a variety of factors, including the following:

 

    contemporaneous valuations performed at periodic intervals by unrelated third-party valuation firms;

 

    the prices, rights, preferences and privileges of our preferred stock relative to our common stock;

 

    the lack of marketability of our common stock;

 

    our actual operating and financial performance;

 

    current business conditions and projections;

 

    hiring of key personnel and the experience of our management;

 

    our stage of development;

 

    the likelihood of achieving a liquidity event, such as an initial public offering, a merger, or an acquisition of our business;

 

    the market performance of comparable publicly traded companies; and

 

    macroeconomic conditions, including U.S. and global capital market conditions.

The enterprise value utilized in determining the fair value of common stock for financial reporting purposes was estimated using the market approach and the income approach. Under the market approach, we used the guideline public company method, which estimates the fair value of the business enterprise based on market prices of stock of guideline public companies and an option pricing method (OPM) that considered our September 12, 2016 Series D-2 preferred stock financing. Indications of value were estimated by utilizing revenue multiples to measure enterprise value. The guideline merged and acquired company method was not utilized in our valuation, as we regarded the method as less reliable as we believe it does not directly reflect our future prospects. The income approach estimates the enterprise value based on the present value of our future estimated cash flows and our residual value beyond the forecast period. The residual value was based on an exit (or terminal) multiple observed in the comparable company method analysis. The future cash flows and residual value are discounted to their present value to reflect the risks inherent in us achieving these estimated cash flows. The discount rate is based on venture capital rates of return for companies nearing an initial public offering. The discount rate is applied using the mid-year convention. Mid-year convention assumes that cash flows are generated evenly throughout the year, as opposed to in a lump sum at the end of the year.

Our indicated enterprise value at each valuation date was allocated to the shares of our convertible preferred stock, common stock, warrants, and options using either an OPM or a probability-weighted expected return method, or PWERM. An OPM treats common stock and convertible

 

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preferred stock as call options on a business, with exercise prices based on the liquidation preference of the convertible preferred stock. Therefore, the common stock has value only if the funds available for distribution to shareholders exceed the value of the liquidation preference at the time of a liquidity event, such as a merger, sale, or initial public offering, assuming the business has funds available to make a liquidation preference meaningful and collectible by shareholders. The common stock is modeled as a call option with a claim on the business at an exercise price equal to the remaining value immediately after the convertible preferred stock is liquidated. The OPM uses the Black-Scholes option-pricing model to price the call option. Under a PWERM approach, the value ascribed to each share is based upon the probability-weighted present value of expected future investment returns, considering each of the possible future scenarios available to the business enterprise, as well as the rights of each class of stock. Finally, because we are a privately held company, we also applied a non-marketability discount in determining the fair value of our common stock based on the protective put model, which we deemed appropriate because it typically results in a low discount, to derive a fair value of our common stock on a non-marketable basis.

Following the closing of this initial public offering the fair value per share of our common stock for purposes of determining stock-based compensation will be the closing price of our common stock as reported on the applicable grant date.

Business Combinations, including Contingent Consideration, Intangible Assets, and Goodwill

The results of a business acquired in a business combination are included in our consolidated financial statements from the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business being recorded at their estimated fair values on the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill.

We perform valuations of assets acquired and liabilities assumed and allocate the purchase price to the respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed requires significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates, and selection of comparable companies. We engage the assistance of third-party valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination.

These estimates are inherently uncertain and unpredictable, and if different estimates were used the purchase price for the acquisition could be allocated to the acquired assets and liabilities differently from the allocation that we have made. In addition, unanticipated events and circumstances may occur which may affect the accuracy or validity of such estimates, and if such events occur we may be required to record a charge against the value ascribed to an acquired asset or an increase in the amounts recorded for assumed liabilities. Under the current accounting guidance, we are allowed a one-year measurement period from the date of the acquisition to finalize our preliminary valuation of the tangible and intangibles assets and liabilities acquired and make necessary adjustments to goodwill.

Contingent Consideration (Earnout Liability).    Contingent consideration payable in cash arising from business combinations is recorded as a liability upon acquisition and measured at fair value each subsequent reporting period. Changes in fair value are recorded in Other (income) expense, net in the consolidated statements of operations. As of December 31, 2017, our total liability related to contingent consideration was $3.4 million. For 2015, 2016, and 2017, (income) expense charged for subsequent period fair value measurements was $0.6 million, $0.3 million, and $(0.7) million, respectively.

 

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Determining the fair value of contingent consideration requires us to make assumptions and judgments. We estimate the fair value of contingent consideration using the probability-weighted discounted cash flow and Monte Carlo simulations. These estimates involve inherent uncertainties and if different assumptions had been used, the fair value of contingent consideration could have been materially different from the amounts recorded.

Intangible Assets.    We evaluate our intangible assets for indications of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Our intangible assets consist primarily of developed technology and customer relationships arising from business acquisitions. Factors that could trigger an impairment analysis include significant under-performance relative to historical or projected future operating results, significant changes in the manner of our use of the acquired assets or the strategy for our overall business or significant negative industry or economic trends. If this evaluation indicates that the value of the intangible asset may be impaired, we assess the likelihood of recoverability of the net carrying value of the asset over its remaining useful life. If this assessment indicates that the intangible asset is not recoverable, based on the estimated undiscounted future cash flows of the technology over the remaining useful life, we reduce the net carrying value of the related intangible asset to fair value.

Our updated internal cash flow forecast for the Brazil reporting unit in 2017 indicated a potential impairment of the asset group. Prior to performing the goodwill impairment analysis described below, we tested the recoverability of the Brazil asset group. This analysis did not result in an impairment of the tangible or intangible assets of the Brazil asset group. Determining the recoverability of the asset group requires significant estimates and assumptions by management.

Goodwill.    Goodwill is assessed for impairment at the reporting unit level at least annually on October 31, or in the event of certain occurrences. We have three reporting units for purposes of analyzing goodwill, consisting of our U.S., European, and Brazilian operations. Our impairment assessment involves comparing the fair value of each reporting unit to its carrying value, including goodwill. If the fair value exceeds the carrying value, we conclude that no goodwill impairment has occurred. Based on the results of our most recent annual assessment performed as of October 31, 2017, we identified an $8.4 million goodwill impairment for our Brazilian reporting unit. No goodwill impairments were recorded during the three months ended March 31, 2018.

In assessing goodwill for impairment, we first assess the qualitative factors to determine whether events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. The next step in our assessment is to perform a quantitative analysis, if necessary, which involves determining the fair value of the reporting unit. We estimate the fair value of the reporting unit using both an income approach and a market approach, which are Level 3 measurements under the fair value hierarchy. The income approach uses discounted future cash flows derived from current internal forecasts, which include assumptions for long-term growth rates and a residual value (the hypothetical terminal value) for the reporting unit. Cash flows are discounted using the weighted average cost of capital, which is risk-adjusted to reflect the specific risk profile of the reporting unit. The market approach identifies similar publicly traded companies to the reporting unit and develops a correlation, referred to as a multiple, to apply to the operating results of the reporting unit. The primary market multiple we compare to is revenue. The market approach also reflects a reasonable control premium to compute the fair value. These estimates involve inherent uncertainties and if different assumptions are used, the fair value of a reporting unit could be materially different from the amount we computed.

The U.S. reporting unit had goodwill with a carrying value of $50.7 million as of October 31, 2017. As the carrying amount of the entire U.S. reporting unit was negative, we performed a qualitative

 

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assessment, and concluded it was not more likely than not that a goodwill impairment existed. As a result, a quantitative assessment was not performed, but we believe that the fair value of the U.S reporting unit was substantially in excess of its carrying value.

The European reporting unit had goodwill with a carrying value of $11.1 million as of October 31, 2017. From our quantitative assessment, we determined that the fair value of the European reporting unit was substantially in excess of its carrying value. Our internal cash flow forecast includes significant revenue growth attributable to a single customer. While this single customer is not currently significant to our consolidated results, it is expected to be significant to the European reporting unit representing approximately 30% of assumed future revenues in the near-term and approximately 35% of assumed future revenues in the long-term. If our revenue growth assumptions are not realized or our expectations with respect to future revenue growth are reduced, the fair value of the European reporting unit would be adversely impacted.

The Brazilian reporting unit had goodwill with a carrying value of $19.8 million as of October 31, 2017. We acquired the Brazilian reporting unit in September 2016. During 2017, the Brazilian reporting unit did not meet revenue or cash flow objectives due primarily to longer than expected integration efforts and a smaller proportion of recurring revenues than previously anticipated. As a result, our updated internal cash flow forecast deferred the timing of future revenue and cash flows compared to our previous expectations. In addition to delaying cash flows, we also updated our internal forecast to reflect lower assumed future revenue growth rates compared to previous expectations based on recent operating results. Some of the significant estimates and assumptions used in the income approach, included using a discount rate of 25% and a hypothetical terminal value of 3.0 times revenue. For the market approach, significant estimates and assumptions included our selection of an appropriate peer group, consisting of publicly traded U.S. and Brazilian companies, which allowed us to derive revenues multiples (e.g., trailing twelve months and next fiscal year) averaging approximately 2.5 times revenue, and a selected control premium of 10%.

Following this assessment, we concluded that the fair value was less than the carrying value of the Brazilian reporting unit and recorded an $8.4 million impairment adjustment, leaving a remaining carrying value of $11.4 million. Due to our limited operating experience (approximately 18 months since acquisition) as well as economic and political risks in Brazil that are different from our U.S. and European operations, our future cash flows used to assess goodwill are inherently less certain for the Brazil reporting unit and may continue to materially change as we gain additional operating experience. For example, all other assumptions remaining the same, a 10% decrease in future forecasted revenue and the resultant cash flows would have increased the Brazil reporting unit impairment by approximately $1 million.

JOBS Act Accounting Election

We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (1) are no longer an emerging growth company or (2) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

 

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Recently Adopted Accounting Standards

In March 2016, the FASB issued ASU No. 2016-09, related to Compensation—Stock Compensation, or Topic 718. This standard makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. ASU No. 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The standard is effective for interim and annual reporting periods beginning after December 15, 2017, for business entities that are not public, although early adoption is permitted. We early adopted ASU No. 2016-09 on January 1, 2017. We elected to account for forfeitures upon occurrence and the net cumulative-effect was recognized as a $0.1 million increase to additional paid-in capital and a $0.1 million increase to accumulated deficit upon adoption. Also upon adoption, we recorded an $11.3 million cumulative-effect adjustment decrease in accumulated deficit and an offsetting increase in deferred tax assets for previously unrecognized excess tax benefits that existed as of January 1, 2017. Since the realization of these deferred tax assets is not more likely than not to be recovered, we recorded an $11.3 million valuation allowance against these deferred tax assets with an offsetting increase in accumulated deficit.

In January 2017, the FASB issued ASU No. 2017-04, which eliminates step two from the goodwill impairment test. Under the amendments in ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. ASU 2017-04 is effective for us in the first quarter of fiscal 2021 on a prospective basis, however earlier adoption is permitted for goodwill impairment tests performed after January 1, 2017. We adopted ASU No. 2017-04 on January 1, 2017.

New Accounting Standards Not Yet Adopted

In May 2014, the FASB issued ASU 2014-09 which, along with subsequent ASUs, amends the existing accounting standards for revenue recognition. This guidance is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled to receive when products are transferred to customers. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period for public business entities, and for annual reporting periods beginning after December 15, 2018 for business entities that are not public. This guidance may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. Additionally, the new guidance requires enhanced disclosures, including revenue recognition policies to identify performance obligations to customers and significant judgments in measurement and recognition. We are currently in the process of assessing our adoption methodology and have not yet selected a method. We are also evaluating the impact of the adoption on our consolidated financial statements. While we believe that adoption will require capitalization of certain selling costs that are currently expensed, such as sales and partner commissions, we have not yet determined whether the effect of these, or other adjustments will be material to revenue or results of operations. We are continuing to assess the impact of adoption, which may identify other impacts on our financial statements. We expect to adopt and implement the new revenue recognition guidance effective January 1, 2019.

In February 2016, the FASB issued ASU No. 2016-02, which requires lessees to generally recognize most operating leases on the balance sheets but record expenses on the income statements in a manner similar to current accounting. The guidance is effective in 2020 for business entities that are not public with early adoption permitted. We are currently evaluating the impact this guidance will have on our consolidated financial statements. We currently expect that most operating lease

 

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commitments will be subject to the new standard and will be recognized as operating lease liabilities and right-of-use assets upon adoption. While we have not yet quantified the impact, these adjustments will increase total assets and total liabilities relative to such amounts reported prior to adoption.

In August 2016, the FASB issued ASU No. 2016-15, related to classification of certain cash receipts and payments. ASU 2016-15 is intended to add or clarify guidance on the classification of certain cash receipts and payments in the statement of cash flows and to eliminate the diversity in practice related to such classifications. The guidance in ASU 2016-15 is required for annual reporting periods beginning after December 15, 2018 for business entities that are not public, with early adoption permitted. We are currently evaluating the impact this guidance will have on our consolidated financial statements.

In November 2016, the FASB issued ASU, No. 2016-18, related to restricted cash, which is intended to add or clarify guidance on the classification and presentation of changes in restricted cash on the statement of cash flows and to eliminate the diversity in practice related to such classifications. The guidance in ASU 2016-18 is required for annual reporting periods ending after December 15, 2018, for business entities that are not public, with early adoption permitted. We are currently evaluating the impact this guidance will have on our consolidated financial statements.

 

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BUSINESS

Overview

Avalara’s motto is “Tax compliance done right.” The rise of digital commerce and international trade, coupled with constantly shifting taxation and reporting obligations imposed by the global patchwork of local, regional, state, and national taxing authorities, has created a tremendously complex and onerous compliance burden for businesses of all sizes. Avalara’s mission is to provide solutions for this challenge, allowing companies to focus on their core operations. We provide a leading suite of cloud-based solutions designed to improve accuracy and efficiency by automating the processes of determining taxability, identifying applicable tax rates, determining and collecting taxes, preparing and filing returns, remitting taxes, maintaining tax records, and managing compliance documents. In 2017, we processed an average of over 16 million tax determinations per day. Our vision is to be part of every transaction in the world.

Thousands of local, regional, state, and national taxing authorities in the United States and internationally impose a variety of transaction taxes that businesses operating in those jurisdictions collect from customers. Businesses must comply with these transaction tax obligations, which require determination, collection, and remittance of taxes, as well as maintaining records of registrations, taxes collected, tax exemption certificates, and other compliance documents. Transaction tax rules and regulations change frequently and are neither intuitive nor consistent across taxing jurisdictions, of which there are more than 12,000 in the United States alone, creating a massively complex compliance challenge. Determining the tax due on a particular sale depends not only on the precise geographic location of the transaction within the relevant taxing jurisdictions and the classification of the product or service in one of thousands of categories, it can also vary because of temporary tax incentives that change the tax rate for specific products, time periods, and transaction thresholds. Further complications arise from the thousands of rule changes enacted every year as taxing authorities amend their tax rates and taxability rules, modify jurisdictional boundaries, and implement other regulatory changes.

In addition to being complex, transaction tax determinations often must be performed and communicated to various invoice-generating systems in real time, at the time of the transaction. Compliance is even more burdensome for businesses required to collect tax on numerous products or services in multiple jurisdictions, which is increasingly common with the rise of ecommerce, globalization, and omnichannel retailing.

Today, many businesses attempt to handle transaction tax compliance processes manually, often through the use of static tax tables in spreadsheet software and reliance on internal staff to track relevant transaction tax requirements and changes. Businesses relying on manual processes for transaction tax compliance risk miscalculations and incorrect collections, which can result in customer dissatisfaction and financial penalties. Many businesses conduct transactions using business applications such as accounting, enterprise resource planning (ERP), ecommerce, point of sale (POS), recurring billing, and customer relationship management (CRM) systems. Although these systems may include rudimentary tax calculation capabilities, they are not sufficiently robust or current to provide accurate tax determinations for many businesses.

The Avalara Compliance Cloud combines an advanced database of broad, deep, and up-to-date tax content with technology for executing compliance processes, including tax determination, tax document management, and returns preparation and filing. Our platform powers a suite of solutions that enable businesses to address the complexity of transaction tax compliance, process transactions in real time, produce detailed records of transaction tax determinations, and reduce errors, audit

 

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exposure, and total transaction tax compliance costs. Businesses that use our solutions can allocate fewer personnel to manage transaction tax compliance and focus their efforts on core business operations.

The Avalara Compliance Cloud is designed to integrate seamlessly with our customers’ business applications and be easy to administer and maintain. As transactions are executed in our customers’ business applications, the Avalara Compliance Cloud performs a series of operations to deliver tax compliance functionality in real time. We enable this through our more than 600 pre-built integrations that are designed to link the Avalara Compliance Cloud to business applications used for accounting, ERP, ecommerce, POS, recurring billing, and CRM systems. These integrations typically require little customer configuration or ongoing oversight. Our cloud architecture ensures that our tax content updates are immediately and automatically applied to our customers’ transactions. Our powerful and intuitive web-based console simplifies configuration and unifies administration, reporting, and returns processing across a customer’s multiple business applications.

As a result of our competitive strengths, our platform becomes deeply embedded in our customers’ business processes and systems, providing them with an automated solution central to their ability to transact. Our strategic position drives long-term customer relationships, as evidenced by our net revenue retention rate, which was 107% on average for the four quarters ended March 31, 2018.

Businesses across industries and of all sizes, ranging from small businesses to Fortune 100 companies, use our solutions. Mid-market customers, with 20 to 500 employees, have been and remain our primary target market segment for marketing and selling our solutions. Our diverse customer base included approximately 6,250, 7,490, and 7,760 core customers as of December 31, 2016 and 2017, and March 31, 2018, respectively. In 2017, our core customers represented more than 85% of our total revenue. As the offerings on our platform have expanded, so too has our addressable customer base. Our number of core customers represents less than half of our total number of customers and does not include a substantial number of customers of various sizes who do not meet the revenue threshold to be considered a core customer. Many of these customers are in the small business and self-serve segment of the marketplace, which represents strategic value and a growth opportunity for us. Customers who do not meet the revenue threshold to be considered a core customer provide us with market share and awareness, and we anticipate that some may grow into core customers. While most of our revenue is currently generated by customers located in the United States, we support transaction tax compliance in Europe, South America, and Asia and are expanding our international presence.

We sell our solutions primarily on a subscription basis. We target most prospects via cost-effective digital marketing strategies and qualify them using predictive analytics. The majority of our sales, to new and existing customers, are direct and conducted via telephone, requiring minimal in-person interaction. In some cases, particularly for customers with larger and more complex needs, we conduct in-person sales. Our sales force also manages a network of business application providers and other customer referral sources that provides us with qualified leads and, in some cases, purchase functionality from us for use by their customers. Our small business customers can subscribe to our solutions via an automated, self-service ordering process.

We have acquired and integrated multiple businesses, primarily to augment the tax content of the Avalara Compliance Cloud, to serve the needs of businesses in different geographies or industries, or to improve our ability to serve all aspects of transaction tax compliance. Substantial portions of our business, including our tax return preparation and filing, and our compliance document management solutions, are based on acquired content and technology. Since 2014 we have acquired our fuel excise tax, lodging tax, communications tax, portions of our European VAT, and Brazil tax solutions. We intend to continue pursuing opportunities to broaden our suite of solutions and international presence, and integrating new content and solutions.

 

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We generated revenue of $123.2 million, $167.4 million, $213.2 million, and $61.4 million in 2015, 2016, 2017, and the three months ended March 31, 2018, respectively. We had net losses of $77.8 million, $57.9 million, $64.1 million, and $15.2 million in 2015, 2016, 2017, and the three months ended March 31, 2018, respectively, primarily due to our investments in growth.

Industry Background

Transaction taxes are ubiquitous and complex, and compliance is increasingly difficult for businesses of all sizes

Businesses, regardless of size, industry, or location, are subject to transaction tax compliance requirements, including recording sales, determining and collecting accurate amounts of tax, remitting tax to applicable taxing authorities with detailed tax returns, and managing related compliance documents. These requirements are burdensome even for a business transacting only in a single location, and become exponentially more complex for the increasing number of companies doing business in multiple taxing jurisdictions and offering numerous products and services that are taxed in myriad ways.

The responsibility for accurately determining and collecting sales tax generally falls on the seller, which must go through a series of steps to determine the tax due for each transaction. These steps include:

 

  1. validating the address of the transaction and its precise geographic location to determine the appropriate local, regional, state, and national taxing jurisdictions; there are 156 million mailing addresses in the United States, generally organized by ZIP codes that do not always align with taxing jurisdiction boundaries;

 

  2. applying sourcing rules, based on the seller’s location (origin) or the purchaser’s shipping address (destination), to assign the correct taxing jurisdictions, of which there are more than 12,000 in the United States alone;

 

  3. considering the types of general or industry-specific taxes that may apply; in addition to general sales taxes, there are a variety of potential transaction taxes that apply to particular products or services;

 

  4. identifying taxability of the product or service; the taxability of a product or service is determined by classifying it within one of thousands of categories, which leads to millions of combinations of product and service attributes, such as product type, size, composition, and packaging;

 

  5. determining the applicable tax rates;

 

  6. determining the tax exemption status of the purchaser; for example, many businesses purchase products for resale, or for incorporation into their own products or services, and may be entitled to a reseller tax exemption; and

 

  7. determining the applicability of any temporary tax holiday that may exist in a particular taxing jurisdiction.

These steps involve complexities that are often prone to error and difficult to manage when conducted manually. Varying dynamics in local, regional, state, and national legislative processes in the United States and internationally have resulted in a patchwork of transaction tax rules that are not intuitive, often confusing, and inconsistent across jurisdictions. For example, digital music downloads are currently taxable in New Jersey but tax exempt in Iowa. Even within states, tax rules applied to similar products can vary widely. In New York City, a plain bagel, sliced and toasted is currently taxable, while a plain bagel to go is tax exempt. Further complications arise from the thousands of changes enacted every year as taxing authorities amend their tax rates and taxability rules, modify taxing jurisdictions, and implement other regulatory changes.

 

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Adding to the complexity is the fact that businesses face a variety of transaction tax types that vary based on industry and location. Businesses that sell goods and services in the United States must collect and remit applicable sales and use taxes. Businesses in other countries must collect applicable VAT for sales of goods and services. Businesses in certain industries, both in the United States and internationally, must collect excise taxes, which generally differ from sales taxes or VAT in that they are imposed based on units being sold (for example, number of items, weight, or volume) instead of as a percentage of the sales price. Internet service providers, telecommunications companies, and internet streaming service providers sell services that are subject to applicable communications taxes, which is a rapidly evolving area of tax law with new and complex taxes. Owners of hotels or rental properties are often subject to lodging taxes. Each of these tax types has different methods for calculating and applying the applicable rate, requiring different processes for compliance.

Due to the importance of tax revenue, taxing authorities conduct transaction tax audits to verify accurate and timely collection and payment. These audits can be time consuming and distracting to a business, and can cost hundreds of thousands, or even millions, of dollars, including internal and external audit management costs, as well as payment of uncollected taxes, penalties, and interest.

Commerce across multiple jurisdictions increases the burden of transaction tax compliance

Conducting commerce across multiple jurisdictions involves a complex set of location-by-location, region-by-region, state-by-state, country-by-country, and product-by-product application of tax laws. Businesses that operate in multiple jurisdictions must stay up to date in each one as governing bodies amend their tax rates and taxability rules, modify jurisdictional boundaries, and implement other regulatory changes. Ecommerce, globalization, and omnichannel retailing have facilitated cross-jurisdiction transactions for businesses of all sizes, increasing the transaction tax compliance burden.

These compliance requirements are evolving. For example, some state governments have recently passed laws that require more sellers to collect taxes on goods sold via ecommerce, and many local and state governments have added new taxes for digital services and goods, but approaches and interpretations have varied. Additionally, federal legislation in the United States is under consideration that would allow states to compel many businesses to collect sales taxes on transactions involving remote sales to their residents, regardless of where the seller is located. These trends expose businesses conducting commerce in multiple jurisdictions to a more complex compliance environment and place them at higher compliance risk, increasing the need for an automated compliance solution.

Challenges exist with current approaches

Businesses have historically taken one or more of several approaches to transaction tax compliance. A common approach employed by mid-market businesses includes manual compliance processes. For businesses adopting a do-it-yourself approach, transaction tax compliance is overseen by internal staff who often rely on transaction-specific research, manual determination, static tax tables, spreadsheet software, or rate calculator services. Filing and remittance activities are often performed manually as well. These processes can be costly and challenging because they pose a high risk of inaccurate and late filings and payments, leading to financial penalties. These risks are exacerbated by frequent changes in tax rates, taxability rules, and jurisdictional boundaries.

Some businesses supplement their internal manual efforts with outsourced professional service firms to perform tax compliance functions. This approach comes at an additional cost, which can be prohibitive for many businesses, and is often not adequate for transactions that require immediate tax determination and collection.

 

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Many businesses conduct transactions using business applications such as accounting, ERP, ecommerce, POS, recurring billing, and CRM systems. Although these systems may include rudimentary tax calculation capabilities, they are not sufficiently robust or current to provide accurate tax determinations for many businesses.

Other businesses employ tax-specific software products from providers other than Avalara. These products often lack a full range of integrated solutions, offer limited pre-built integrations with critical business applications, and may require ongoing updates and the purchase of dedicated, on-premises hardware as well as support. Limitations of tax-specific software products from other providers include:

 

    Difficult, costly, and time intensive to implement.    Tax software must interact with transaction data residing in business applications including accounting, ERP, ecommerce, POS, recurring billing, and CRM systems. Most tax software providers offer a limited number of pre-built integrations with these applications. Commonly, companies use a business application for which a pre-built integration does not exist, and in that case, they must invest time, money, and resources to develop a custom integration into their application. Companies often rely on multiple business applications to create and track quotes and invoices and therefore multiple custom integrations are required. These implementation processes often are costlier than the original cost of the software and require the expenditure of internal resources as well.

 

    Complex to use and maintain.    Customers that run multiple business applications may need to undertake individual integration projects for each system and then manually consolidate resulting data for tax returns preparation purposes. On-premises systems also require regular manual installation of updates to tax content.

 

    Incomplete or non-integrated solutions.    Full compliance extends beyond sales tax determination and includes calculations of other tax types like use tax, excise tax, VAT, and GST, as well as tax return preparation, tax filing and remittance, tax exemption certificate management, and data and document storage. Other providers either provide only one or a subset of these functions or lack an integrated solution capable of handling all of these functions, requiring businesses to use multiple discrete systems, processes, and personnel to achieve compliance.

Our Opportunity

We believe that the total addressable market for transaction tax compliance solutions is large and underpenetrated. We estimate that the annual addressable market in the United States alone for the solutions we offer today is over $8 billion. We calculate this figure by identifying the number of U.S. companies across all industries using certain data from, for companies with 20 or more employees, S&P Global Market Intelligence and, for companies with fewer than 20 employees, the U.S. Census Bureau 2015 Statistics of U.S. Businesses. We then segment these companies into four separate cohorts based on the number of employees: companies that have fewer than 20 employees, companies that have between 20 and 100 employees, companies that have between 101 and 500 employees, and companies that have 501 employees or more. We then multiply the number of U.S. companies in each of these four cohorts by the following:

 

    For companies with fewer than 20 employees, which represent a market that has not historically been our primary focus but which also represent a growth area for us, our expected revenue for a customer that purchases subscriptions through our self-serve web tool for 1,200 determinations and 12 return filings per year.

 

   

For companies with 20 to 100 employees, 101 to 500 employees or 501 or more employees, the 2017 average annual revenue per customer within each respective cohort based on

 

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revenues of all customers that we could precisely match between our customer account records and S&P Global Market Intelligence data for the respective cohort.

We believe this $8 billion figure understates our total addressable market, as it does not account for businesses outside the United States, or potential future expansion in the solutions we offer and corresponding potential increases in average annual revenue per customer.

We believe that the total addressable market for our solutions is also driven in part by transaction taxes collected. The Organisation for Economic Co-operation and Development (OECD) estimates that $377 billion of sales taxes were collected in the United States for 2016. We estimate that our AvaTax solution determined approximately $5.8 billion of remitted sales and use taxes in the United States in 2016. In addition, the OECD estimates that $445 billion of other transaction taxes were collected in the United States in 2016, including excise taxes, customs and import duties, and taxes on specific services, such as transportation, communications, insurance, advertising, hotels and lodging, restaurants, entertainments, gambling, and sporting events.

While most of our revenue is currently generated from customers located in the United States, we support transaction tax compliance in Europe, South America, and Asia and believe we have a significant growth opportunity in these markets. For example, the OECD estimates that over $1.2 trillion of VAT was collected in Europe in 2016. Although we are in the early stages of developing our international presence and therefore have less historical data with which to assess the size of our market opportunities, we believe that Europe and other jurisdictions throughout the world represent a significant additional addressable market for our transaction tax compliance solutions.

We intend to capture more of our total addressable market as we pursue our vision to be a part of every transaction in the world and solve compliance challenges with respect to the trillions of dollars of transaction taxes collected globally every year.

 

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Avalara Compliance Cloud

The Avalara Compliance Cloud enables customers to address the complexity of transaction tax compliance, process transactions in real time, produce detailed records of transaction tax determinations, and reduce errors, audit exposure, and total transaction tax compliance costs. Key strengths of our Avalara Compliance Cloud include:

 

    Comprehensive compliance with a broad array of transaction tax obligations.    Our platform powers a suite of compliance solutions for a wide and growing range of transaction taxes, such as sales and use tax, VAT, excise tax, lodging tax, and communications tax. Our platform handles transaction tax determination; tax return preparation, filing, and remittance; tax records maintenance; and exemption certificate and other compliance document storage and management.

 

    Real time tax determination.    As transactions are executed in our customers’ business applications, the Avalara Compliance Cloud performs a series of functions to deliver tax determinations in real time. Our engine validates physical transaction addresses, uses geolocation technology to determine applicable tax jurisdictions, checks taxability against our extensive tax rules and regulations database, identifies applicable tax rates, and identifies applicable tax exemptions and holidays to determine the applicable transaction tax. Our AvaTax solution conducts these functions in under 60 milliseconds per transaction on average.

 

    Easy to implement.    Our cloud-based solutions are designed to be easy to implement and deploy and can often be configured and operational in a matter of hours. To ease implementation, we have invested in developing and maintaining more than 600 pre-built integrations that are designed to connect our solutions to a broad range of leading business applications, including accounting, ERP, ecommerce, POS, recurring billing, and CRM systems. Our integrations enable rapid deployment and are designed to seamlessly embed into our customers’ business applications, reducing the need for costly custom implementations.

 

    Easy to use.    Our cloud-based solutions minimize day-to-day operating and maintenance tasks for our customers because tax determinations occur in real time within their business applications. Furthermore, our cloud architecture ensures that our tax content updates are immediately and automatically applied to our customers’ transactions. Our solutions are managed via a powerful and intuitive web-based console that simplifies configuration and unifies administration, reporting, and returns processing across a customer’s multiple business applications.

 

    Lower total cost of ownership.    Compared to on-premises products, our comprehensive, integrated suite of automated, cloud-based compliance solutions require substantially less upfront deployment effort, hardware purchases, and ongoing maintenance and support costs. Our solutions reduce our customers’ need for manual research and the related higher personnel costs, and eliminate the need for a patchwork of disparate products and services for separate transaction tax compliance functions.

 

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LOGO

 

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 Our Solutions

We offer a comprehensive suite of solutions for transaction tax compliance. These solutions can be purchased individually or as an integrated transaction tax compliance solution.

 

    AvaTax for Tax Determination.    We entered the tax compliance industry in 2004 with AvaTax, a unique and disruptive solution for determining sales tax in the United States. Since then, we have added determination for multiple additional tax types to effectively address additional industries and geographies, and we can now determine sales and use tax, VAT, excise tax, lodging tax, and communications tax. With the addition of the VAT determination capability, we can manage our customers’ transaction tax determination needs both in the United States and internationally. To further accommodate our customers’ international needs, this solution also includes an add-on option for tariff and duty rate determinations for cross-border transactions. AvaTax is generally sold on an annual subscription basis. The AvaTax determination solutions can integrate with the Avalara Returns and Compliance Document Management solutions discussed below for a seamless end-to-end transaction tax compliance solution.

 

    Avalara Returns for Tax Return Preparation, Filing, and Remittance.    In addition to correctly determining the amount of tax, businesses face the burden of filing jurisdiction-specific tax return forms that detail the transactions, and remitting collected taxes on a timely basis to the appropriate taxing authorities. Our returns solutions are either integrated and embedded inside AvaTax, offered on a standalone managed basis, or accessed online via a self-serve web tool. Avalara Returns is generally sold on an annual subscription basis. Customers can also purchase Avalara Returns on a per filing basis.

Integrated Solutions.    We offer our tax return preparation, filing, and remittance solutions as an add-on to AvaTax. These combined solutions automate and streamline the process of transaction tax return preparation, filing, and remittance. These solutions are fully integrated with AvaTax determination and leverage stored transaction data to populate tax return forms that we provide to the customer to file or that we file on their behalf. For some of our returns types we also offer to execute the remittance of tax collections to the taxing authorities.

Standalone Managed Solutions.    We also offer our returns preparation, filing, and remittance solutions on a standalone basis for customers who use other tax decision processes but entrust the return preparation, filing, and remittance process to us. We work with customers to ensure that determination data is properly formatted and entered into our returns engine, which then populates the appropriate tax return forms. As with our integrated solution, the tax return forms are either provided to the customer to file or can be filed by us on their behalf. Although we provide this solution to numerous U.S. customers, it is one of the primary offerings in our European VAT business. While the VAT regime in Europe reduces the complexity of tax determination, businesses in Europe continue to face significant challenges in registering to collect VAT, preparing returns, filing returns, and remitting payments because each country has its own specific rules and regulations governing these processes. Our European returns preparation and filing solution helps customers manage these challenges in an efficient and cost effective manner.

Self-Serve Solutions.    We offer two self-serve solutions for customers who have less complex filing requirements. TrustFile is a standalone self-serve web solution that customers use to populate sales and use tax return forms. Customers upload their tax collection data via a web interface, which our solution then formats for the appropriate tax returns. We then can either provide the customer with a signature-ready return form or complete the entire submission and payment process for them. Our MyLodgeTax solution prepares and files returns on a self-serve basis for our lodging tax customers. Like

 

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TrustFile, MyLodgeTax is a web-based solution into which customers upload transaction data, and that data is then formatted onto the appropriate tax return forms for filing.

 

    Avalara Compliance Document Management.    Businesses of all sizes face myriad requirements for the collection, storage, and management of numerous official forms, including tax exemption certificates, W-8 forms, W-9 forms, and licenses and registrations. We provide compliance document management solutions that are either integrated into AvaTax or that function as a standalone solution. Our most significant compliance document solution offering is CertCapture, which creates, validates, stores, and manages sales tax exemption and reseller certificates. This solution makes tax documents available for easy retrieval and helps our customers validate them and keep them up to date. Sellers collect tax exemption certificates (both paper and electronic) to demonstrate that purchasers are exempt from sales tax. Our solution helps our customers limit audit exposure by establishing an audit trail for tax exempt transactions.

 

    Professional Services.    A small percentage of our revenue is derived from a broad range of specialized tax compliance services that we deliver on a standalone basis or in conjunction with the sale or implementation of our automated determination, returns, or document management solutions. These services include such projects as nexus studies and analysis, voluntary compliance initiatives, tax registrations, and specialized tax research.

 

    Additional Solutions.

MatrixMaster is our large-scale product taxability database for retail operations. This database contains classification rules for over 19 million products organized by UPC codes.

Avalara CloudConnect is a hardware device that we offer to a small number of U.S. customers who have specifically requested an on-premises solution. Avalara CloudConnect is linked to our core AvaTax solution and kept up to date via that connection. It processes and stores transactions on-site for regularly scheduled uploads to AvaTax. This configuration enables Avalara CloudConnect to process tax determinations at all times, even in the event of service downtime or communication network slowdowns or outages.

VAT Expert is a web-based solution that checks the validity of customer and supplier VAT numbers and provides VAT determinations in the form of invoices that comply with relevant return forms across the European market.

Brazilian tax compliance solutions were recently added to our suite of solutions through technology, content, and personnel acquisitions. Our Brazilian tax compliance suite includes a variety of highly specialized solutions that address the Brazilian transaction tax regimes. These solutions include electronic compliance report validation, electronic invoice authentication and preparation, tax determination, and returns preparation.

Our Competitive Strengths

Our key competitive strengths include:

Powerful technology.    Our proprietary platform powers a comprehensive and integrated set of transaction tax compliance solutions that enable our customers to automate and accurately manage their transaction tax compliance processes. Our platform combines an extensive proprietary database containing tax jurisdiction boundaries, tax rates, product- and date-specific taxability rules, and return preparation and filing requirements, with advanced algorithms for precise real time address validation via geolocation technology, application of taxability rules, tax determination, tax return preparation and filing, tax remittance, and tax forms and records management. Our platform processes billions of tax determinations per year, with the speed, reliability, and security capabilities designed to serve the

 

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needs of even the largest of enterprise customers. In 2017, we processed an average of over 16 million tax determinations per day, including approximately 58.2 million on Cyber Monday 2017, the most significant day for online sales in U.S. history.

Extensive integrations.    We have invested in developing and maintaining more than 600 pre-built integrations that are designed to embed our solutions seamlessly into leading business applications, including accounting, ERP, ecommerce, POS, recurring billing, and CRM systems. We believe that maintaining pre-built integrations with a broad range of business applications provides a competitive advantage, to which we refer as a moat, as these integrations dramatically reduce implementation time, effort, and cost; enable our solutions to function seamlessly with the core applications our customers use to process and manage their transactions; and allow customers to easily and efficiently manage tax compliance across multiple business applications. We offer far more pre-built integrations with these applications than other tax software providers and we plan to continue adding more. We have pre-built integrations with leading business application providers such as Magento, QuickBooks, Microsoft, NetSuite, Sage, 3dCart, Salesforce, and Epicor, that customers can use to connect our solutions with their applications. In addition, we have relationships with some application providers, including BigCommerce, Shopify, and others, that include our pre-built integrations in their platforms, allowing customers to easily choose our solutions to automate transaction tax determinations.

Extensive content.    We have amassed, expanded, and integrated an extensive database of statutory tax content, including product classifications and taxability rules, exemption conditions, tax holidays, jurisdiction boundaries, tax rates, thresholds, registration, and return preparation and filing requirements, as well as more than 19 million UPC codes, linked to taxability rules. We employ a large group of tax research analysts who continually update this library, which is processed by our determination engine and delivered to our customers via our cloud connection. In addition to internal development, we have acquired multiple transaction tax related businesses and acquired or licensed databases containing deep stores of knowledge to augment the tax content that supports the Avalara Compliance Cloud. We also have built and maintain a library of thousands of local, regional, state, and national tax return forms, tax exemption certificate forms, VAT invoice templates, and other compliance documents. Our extensive tax content and forms databases have enabled us to serve the compliance needs of an ever-expanding list of businesses in different geographies and industries such as fuels, communications, and lodging.

Comprehensive, easy-to-use, scalable solutions.    We provide solutions to a full range of transaction tax compliance burdens. All of our solutions can be configured and managed using our intuitive administrative console, which we regard as a significant differentiator from other transaction tax services because it facilitates fast and easy company-specific configuration, detailed transaction analysis, and access to detailed reports, worksheets, calendars, and other management functions. The console also provides a single point of management for various compliance solutions, scales as a customer’s needs grow or change, and automatically aggregates transactions from multiple business applications. We believe our comprehensive solutions enable us to provide added value to our customers, increase their loyalty and satisfaction, and raise their potential long-term value to us.

Broad ecosystem.    We have strategically built a broad range of relationships with our network of business application publishers and their reseller channels, integration developers, implementation specialists, and accounting and financial advisors. These relationships provide us with an effective distribution channel, the majority of our pre-built integrations, a source of referral business, occasions for cross-selling, new opportunities for compliance automation, and early access to developing technologies.

As a result of our competitive strengths, our platform becomes deeply embedded in our customers’ business processes and systems, providing them with an automated solution central to their ability to

 

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transact. Our strategic position drives long-term customer relationships, as evidenced by our net revenue retention rate, which was 107% on average for the four quarters ended March 31, 2018.

Our Growth Strategies

We plan to continue investing to provide our customers with best-in-class solutions and to expand our market opportunity. Our primary growth strategies include:

 

    Broaden our base of customers.    We believe that the market for comprehensive, automated transaction tax compliance solutions is large and underserved, and therefore we can significantly increase our customer base. In addition, as businesses expand their product and jurisdictional footprints, we believe the need for cost-effective transaction tax compliance solutions increases. We will continue to invest in our sales and marketing efforts, both domestically and internationally, and intend to expand into new markets to grow our customer base.

 

    Grow revenue from our existing customers.    Many of our customers begin with a single solution, such as our AvaTax determination solution. This initial entry point establishes Avalara as a trusted part of a customer’s financial system, and as a customer’s sales increase and the number of transactions processed grows, our volume-based subscription model generates more revenue. The initial entry point also provides us with significant cross-sell opportunities, including tax return preparation and filing, tax remittance, and tax exemption certificate and other compliance documents management. These solutions work together to provide customers with a comprehensive automated solution for all of their transaction tax compliance needs.

 

    Expand our partner ecosystem.    We have an extensive network of business application providers and other customer referral sources that provides us with qualified leads and new customer opportunities. In some cases, providers purchase functionality from us for use by their customers. We intend to expand our partner ecosystem by actively seeking new relationships that offer exposure to potential customers and integrations with more business applications.

 

    Expand international reach.    We believe that we have a significant opportunity to expand our suite of solutions for use outside of the United States. Of our 12 worldwide offices, four are located outside the United States and we support transaction tax compliance in Europe, South America, and Asia. We plan to continue investing in these geographies, while also expanding our solutions and growing our sales force to expand into new regions.

 

    Broaden our content and suite of solutions.    We devote substantial resources to continuously improve the Avalara Compliance Cloud, add innovative new features and functionalities, add content, build technology to support new content types, and improve the user experience for our solutions. We intend to continue to make significant investments to acquire accurate, relevant content and expertise to best serve the transaction tax compliance needs of our customers. For example, we acquired our excise tax, lodging tax, communications tax, portions of our European VAT, Brazilian transaction tax, and tariffs and duties solutions. These acquisitions accelerate the expansion of our tax content, solutions, customer base, cross-selling opportunities, and geographic reach. We intend to continue pursuing opportunities to acquire businesses and technologies that accomplish our strategic objectives.

Customers

Our customers include businesses across industries and of all sizes, ranging from small businesses to Fortune 100 companies.

 

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The mid-market has been and remains our primary target market segment for marketing and selling our solutions. We use core customers as a metric to focus our customer count reporting on our primary target market segment. As of December 31, 2016 and 2017, and March 31, 2018, we had approximately 6,250, 7,490, and 7,760 core customers, respectively, representing less than half of our total number of customers. In 2017, our core customers represented more than 85% of our total revenue.

We define a core customer as:

 

    a unique account identifier in our billing system (multiple companies or divisions within a single consolidated enterprise that each have a separate unique account identifier are each treated as separate customers);

 

    that is active as of the measurement date; and

 

    for which we have recognized, as of the measurement date, greater than $3,000 in total revenue during the last twelve months.

Currently, our core customer count includes only customers with unique account identifiers in our primary U.S. billing systems and does not include customers who subscribe to our solutions through our international subsidiaries or certain legacy billing systems primarily related to past acquisitions. As we increase our international operations and sales in future periods, we may add customers billed from our international subsidiaries to the core customer metric.

We also have a substantial number of customers of various sizes who do not meet the revenue threshold to be considered a core customer. Many of these customers are in the small business and self-serve segment of the marketplace, which represents strategic value and a growth opportunity for us. Customers who do not meet the revenue threshold to be considered a core customer provide us with market share and awareness, and we anticipate that some may grow into core customers.

No single customer, including considering on an aggregate basis those customers that we know are under common control or are affiliates, represented more than 1% of our total revenue in 2015, 2016, 2017, or the three months ended March 31, 2018.

Sales and Marketing

We sell our solutions primarily on a subscription basis. Most of our customers purchase pre-built or custom integrations into their business applications and choose from various subscription plans that are priced according to the volume of transactions, tax returns, or tax documents they require. Our solutions are equally capable of addressing the transaction tax compliance needs of businesses of all sizes, from the smallest sole proprietors to Fortune 100 enterprises. While the mid-market has been and remains our primary target market segment for marketing and selling our solutions, we also maintain distinct teams and processes for pursuing enterprise and small businesses.

While we generally identify, and engage directly with our customer prospects, we leverage the sales and referral resources of a broad ecosystem of partners across all market segments. These partners include our network of business application publishers, integration developers, technology developers and implementation specialists, and value added resellers. This network provides us with pre-sold customers as well as qualified leads through a variety of incentive programs. In some cases, providers purchase functionality from us for use by their customers. Additionally, we actively conduct programs to engage with state regulators, tax and accounting firms, payroll vendors, and financial services providers.

The majority of our mid-market sales are conducted via telephone, requiring few to no in-person interactions with customer prospects. We target prospects via an array of marketing automation

 

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strategies and tactics, including paid and unpaid digital advertising, content marketing, prospect database nurturing, and other automated outbound marketing activities.

We also maintain a specialized sales force that sells into the enterprise market predominantly via telephone, but in some cases through in-person sales. These prospects have historically been concentrated in our fuel excise and compliance document management businesses, but we believe we have a significant and growing opportunity to sell our sales tax, use tax, and VAT determination and returns solutions into this market.

In addition to reaching highly targeted enterprise and mid-market prospects, our marketing investments and activities generate interest from large numbers of small businesses that also are burdened by transaction tax compliance requirements. Small business customers can purchase and configure smaller plans at lower price points through our self-service online marketplace without the involvement of our primary selling or customer onboarding teams. Additionally, we have established relationships with certain business application providers that target small businesses that have purchased our functionality for use by their customers and embedded our solutions into their offering. We believe serving small businesses is important because it establishes a customer relationship that may become more valuable to us over time as the customer grows or more fully embraces an automated compliance solution and provides a potential barrier to entry from competitors that may seek to build market share by targeting the small business segment.

Partners

Expanding and maintaining our partner ecosystem has been an essential part of our growth. Enabling easy, quick, and low-cost integration into customers’ business applications, gathering high-quality new customer leads, and participating with professional service providers to help manage transaction tax compliance are all important to our continued success, and we work hard to maintain and grow an ecosystem that we believe is unmatched in the industry.

Our partner ecosystem consists of multiple different types of partners that provide us access to their customers and clients:

Integration Partners.    Our integration partners build integrations for business applications, including accounting, ERP, ecommerce, POS, recurring billing, and CRM systems. These integrations are designed to link the Avalara Compliance Cloud to business applications and share data relevant to transaction tax determination and compliance. Some of our integration partners are the actual publishers of the business applications, who work with us to provide transaction tax functionality to their customers through those business applications. Other integration partners are independent software developers or resellers who we engage to build and maintain the integrations. In either case, the integration partners are paid a commission based on a percentage of the sales of our solutions that use the integration. In general, integration partners are paid a higher commission for the initial sale to a new customer and lower recurring commissions for renewal subscription terms. We currently have over 600 pre-built integrations and we added over 100 integrations in 2017.

Referral Partners.    Our referral partners refer new customers to us, and receive a commission based on a percentage of the first-year sales of our solutions to those new customers. Many referral partners are software resellers, or other participants in the marketplace who have access to high quality new customer leads. Many of our integration partners also refer customers who have purchased the partner’s business application and who need additional assistance with transaction taxes. Some professional service partners, as discussed below, can be an additional source of new customer referrals.

 

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Avalara Included Partners.    Some of the publishers who build integrations to connect our solutions to their business applications also purchase our solutions from us to distribute to their customers, either as part of their offering or as an add-on to their application. For example, certain ecommerce platform providers purchase an AvaTax subscription so that they can include sales tax determination as part of their offering to their retailer customers. We refer to these partners as Avalara Included Partners, and they provide our solutions to their customers either on a white label basis or as “powered by Avalara.” In either case, most Avalara Included Partners are also referral partners who refer their customers to us to purchase additional solutions, such as our returns solutions or CertCapture.

Professional Service Partners.    We also have partners who are professional service providers who work directly with the customers for transaction tax related services. These partners may implement and/or configure our solutions for customers, either alone or as part of a larger enterprise software implementation. Other professional service partners are accountants or other advisors who assist customers with transaction tax issues. Payments to these partners vary, depending on the specific relationship, with some partners billing customers directly, some subcontracting with us, and some participating in the referral program.

Research & Development and Tax Content Team

Our research and development organization is responsible for the design, development, and testing of the Avalara Compliance Cloud. We devote substantial resources to continuously improve our platform, add innovative new features and functionalities, build technology to support new content types, and improve the user experience for our platform and solutions. As of March 31, 2018, we had 345 employees in our research and development organization. Our research and development expense was $29.8 million, $32.8 million, $41.3 million, and $12.6 million in 2015, 2016, 2017, and the three months ended March 31, 2018, respectively.

Our content team works to improve and support our solutions by adding new tax content and maintaining existing content on our platform. This large team continually monitors, tests, and updates our tax content to incorporate new tax rates, rules, taxing jurisdiction boundaries, and exemption conditions. Costs related to our tax content team are recorded in cost of revenue.

Competition

Our industry is highly competitive and fragmented. Businesses employ a mix of approaches to address transaction tax compliance, including:

 

    people-intensive, do-it-yourself approaches that rely on transaction-specific research, manual determination, static tax tables, spreadsheet software, or rate calculator services, as well as manual filing and remittance activities;

 

    outsourced transaction tax compliance services offered by accounting and specialized consulting firms; and

 

    tax-specific solutions from other vendors, including CCH Incorporated (a subsidiary of Wolters Kluwer NV), ONESOURCE Indirect Tax (a division of Thomson Reuters), Sovos, and Vertex, Inc.

We believe customers consider the following factors when selecting a transaction tax compliance solution:

 

    ability to improve overall transaction tax compliance;

 

    ability to deliver real time tax determinations;

 

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    ease of deployment and use;

 

    ease of integration with the customer’s business applications;

 

    ability to address multiple transaction tax compliance functions, from initial taxability and tax rate determination through remittance of funds;

 

    total cost of ownership; and

 

    tax content applicable to the customer’s business.

We believe our cloud-based solutions compare favorably across these factors, but different customers will weigh each of these factors in different ways, and we may not be competitive for some customers, depending on specific customer needs. For example, our longer established competitors may have better name recognition or more established relationships. Some customers may have less complex tax determination and compliance needs or require transaction tax types, such as alcohol excise tax, for which we do not currently have extensive content. We are aware of these competitive factors, and we will continue to consider and develop functionalities, service offerings, pricing structures, and additional content to further strengthen our competitive position.

Intellectual Property

We primarily rely upon a combination of confidentiality procedures, contractual provisions, copyright, trademark, and trade secret laws, and other similar measures to protect our proprietary information and intellectual property. Our trademarks and service marks include Avalara, the Avalara logo, AvaTax, the Avalara Compliance Cloud, “Tax compliance done right,” marks for our acquired businesses, and various marketing slogans. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our solutions or to obtain and use information that we regard as proprietary, and may also attempt to develop similar technology independently. Our means of protecting our proprietary rights may not be adequate.

The software and Internet industries are characterized by the existence of a large number of patents, trademarks, and copyrights and by frequent litigation based on allegations of infringement or other violations of intellectual property rights. Third parties may claim that our current or future solutions infringe their intellectual property rights. We may have to defend ourselves against claims of intellectual property infringement, which could be expensive for us and harm our business and financial condition.

Government Regulation

Our business is subject to a range of complex laws and regulations, mostly relating to our involvement in our customers’ financial transactions. To be successful, we must promote and monitor compliance with these legal and regulatory requirements.

We perform critical business functions for our customers, including tax determination, returns preparation and filing, and tax remittance. The federal Bank Secrecy Act requires that financial institutions, of which money transmitters are a subset, register with the U.S. Department of Treasury’s Financial Crimes Enforcement Network and maintain policies and procedures reasonably designed to monitor, identify, report and, where possible, avoid money laundering and criminal or terrorist financing by customers. Most U.S. states also have laws that apply to money transmitters, and impose various licensure, examination, and bonding requirements on them. We believe these federal and state laws and regulations were not intended to cover the business activity of remitting transaction taxes that taxpayers owe to the various states. However, if federal or state regulators were to apply these laws

 

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and regulations to this business activity, whether through expansion of enforcement activities, new interpretations of the scope of certain of these laws and regulations or of available exemptions, or otherwise, or if our activities were held by a court to be covered by such laws or regulations, we could be required to expend time, money, and other resources to deal with enforcement actions and any penalties that might be asserted, to institute and maintain a compliance program specific to money transmission laws, and possibly to change aspects of how we conduct business to achieve compliance or minimize regulation. We have contractually agreed with certain states collecting sales tax that in determining and remitting taxes on behalf of certain customers, we will comply with various technical, filing, privacy, confidentiality, bonding, and trust account requirements.

In the course of selling products and services, retailers and other businesses often come into possession of credit card numbers and other personal information of consumers. Determining the transaction taxes owed by our customers involves providing our platform with the types and prices of products they sell, as well as information regarding addresses that products are shipped from and delivered to. Our tax exemption certificate management solution also requires input of certain information regarding the purchasers who are entitled to tax exemptions. Numerous local, regional, state, and national laws and regulations govern the collection, dissemination, use, and safeguarding of certain information that could be used to commit identity theft or fraud. Although most of the data that is provided to our solutions by our customers cannot be used to identify individual consumers, we may be subject to these laws in certain circumstances. Most states have also adopted data security breach laws that require notice to affected consumers of any security breach as to their personal information. In the event of a security breach, our compliance with these laws may subject us, depending on the personal information in question, to costs associated with notice and remediation, as well as potential investigations from federal regulatory agencies and state attorneys general. Failures to safeguard data adequately or to destroy data securely could subject us to regulatory investigations or enforcement actions under federal or state data security, unfair practices, or consumer protection laws. The scope and interpretation of these laws, and the burdens and costs of complying with them, could increase in the future.

Employees and Culture

As of March 31, 2018, we had 1,495 full-time employees. Of these employees, 1,046 are based in the United States, 3 are based in Canada, 105 are in the United Kingdom and continental Europe, 221 are based in India, and 120 are based in Brazil. None of our employees are covered by collective bargaining agreements. We believe our employee relations are good and we have not experienced any work stoppages.

We believe our corporate culture provides an advantage in recruiting new employees and retaining our best talent, as well as driving behaviors across our entire organization that help us succeed in the marketplace. This culture is characterized in the many employees who embody our nine success traits: Optimism, Passion, Adaptability, Humility, Fun, Ownership, Curiosity, Urgency, and Simplicity. The rallying point of our culture is the color orange. Our employees wear this color with pride every day in all of our locations and we have trademarked the slogan “The Power of Orange.” Our culture permeates our sales and marketing outreach and the significance of the color orange has been featured in multiple news articles. As a result, we believe our customers, partners, and many prospects readily identify and appreciate our culture in their interactions with the Avalara team.

Facilities

Our corporate headquarters are located in Seattle, Washington, where we occupy approximately 114,510 square feet of office space under a lease that expires in 2028. We maintain additional offices in the United States, United Kingdom, Belgium, Brazil, and India.

 

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We lease all of our facilities, and we do not own any real property. We believe that our existing facilities are adequate for our current needs and that suitable additional or alternative space would be available to us to lease on commercially reasonable terms if and when we need it.

Legal Proceedings

From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that in the opinion of our management, if determined adversely to us, would have a material adverse effect on our business, financial condition, operating results, or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

 

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MANAGEMENT

Executive Officers and Directors

The following table sets forth information regarding our executive officers and directors as of March 31, 2018:

 

Name

   Age     

Position

Executive Officers

     

Scott M. McFarlane

     60      Chairman, Chief Executive Officer, and President

William D. Ingram

     61      Chief Financial Officer and Treasurer

Alesia L. Pinney

     54      Executive Vice President, General Counsel, and Secretary

Pascal Van Dooren

     51      Executive Vice President and Chief Revenue Officer

Directors

     

Scott M. McFarlane

     60      Chairman, Chief Executive Officer, and President

Marion R. Foote(1)

     72      Director

Edward A. Gilhuly(2)(3)

     58      Director

Benjamin J. Goux(1)(2)

     45      Director

Tami L. Reller(1)

     53      Director

Justin L. Sadrian(2)(3)

     45      Director

Rajeev Singh(2)

     49      Director

Chelsea R. Stoner(1)(2)

     44      Director

Jared R. Vogt

     49      Director and Founder—Special Projects

Gary L. Waterman(3)(4)

     76      Director

 

(1)  Member of the Audit Committee.
(2)  Member of the Compensation and Leadership Development Committee.
(3)  Member of the Nominating and Corporate Governance Committee.
(4)  Lead independent director.

Each of our executive officers serves at the discretion of our Board of Directors. Each of our directors holds office until his or her successor is duly elected and qualified or until his or her earlier death, disqualification, resignation, or removal. There are no family relationships among any of our executive officers or directors.

Executive Officers

Scott M. McFarlane    has served as a member of our Board of Directors since May 2004. He has also served as our Chief Executive Officer since February 2007 and as the Chairman of our Board of Directors and President since March 2014. Mr. McFarlane served as our Chief Operations Officer from May 2004 to October 2010 and as our Secretary from May 2004 to September 2013. Mr. McFarlane currently serves on the board of directors of Expedition Travel Advisor, a private online travel platform for the adventure travel industry. Mr. McFarlane holds a B.A. in Economics from Claremont McKenna College. Mr. McFarlane was selected to serve on our Board of Directors because of the perspective and experience he brings as one of our founders and as our Chief Executive Officer.

William D. Ingram    has served as our Chief Financial Officer and Treasurer since December 2015. Mr. Ingram previously served as Interim Chief Financial Officer of Khan Academy, a provider of online learning resources, from April 2015 to December 2015. Mr. Ingram also held various executive roles at Leap Wireless International, Inc., the parent company of Cricket Wireless, a wireless telecommunications provider, including Executive Vice President and Chief of Strategy from August 2007 to March 2014, and with the acquiring company, AT&T, from March 2014 to January 2015. Mr. Ingram currently serves on the board of directors of Revolution Lighting Technologies, Inc., a provider of advanced LED lighting. Mr. Ingram holds a B.A. in Economics from Stanford University and an M.B.A. from Harvard Business School.

 

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Alesia L. Pinney    has served as our General Counsel since April 2013, our Secretary since September 2013, and an Executive Vice President since March 2014. Ms. Pinney served as Senior Vice President, General Counsel, and Secretary at Radiant Logistics, Inc., a logistics services provider, from May 2012 to April 2013. Ms. Pinney served as a business and legal consultant from June 2011 to May 2012. Ms. Pinney served as General Counsel and Secretary at InfoSpace, Inc., an Internet search company, from July 2009 to June 2011. Ms. Pinney currently serves on the board of directors of Sharkbite Games, Inc., a private video game development studio. Ms. Pinney holds a B.A. in Business Administration in Accounting from Seattle University, a Master of Taxation from the University of Denver, College of Law, and a J.D. from Seattle University School of Law.

Pascal Van Dooren    has served as our Chief Revenue Officer since June 2014 and Executive Vice President since June 2017. Mr. Van Dooren also served as our General Manager, AvaTax from June 2014 to June 2017 and as our Executive Vice President, Sales & Marketing from October 2011 to May 2014. Mr. Van Dooren served as Vice President of Sales, North America at Sage Software, Inc., a business management software company, from July 2007 to September 2011. Previously, Mr. Van Dooren served as Vice President of Sales and Director of International Sales at Epicor Software, a business software company, and as Senior Director of Sales & Marketing at CapitalStream, Inc., a commercial loan origination software company. Mr. Van Dooren holds a B.S. in Computer Science from Florida State University and an M.S. in Computer Science Information Systems from the University of Miami School of Business.

Non-Executive Officer Directors

Marion R. Foote    has served as a member of our Board of Directors since May 2011. Ms. Foote has served as an independent business advisor since January 2012. She served as a partner at Novantas, LLC, a management consulting firm focused on the financial industry, from January 2005 to December 2011, following the merger of her firm (Randolph Partners) with Novantas. Prior to establishing Randolph Partners in November 1998, Ms. Foote served as Group Executive Vice President and Chief Marketing Officer for Bank of America’s Retail Bank. Ms. Foote currently serves as a director of multiple private companies in the financial services, life sciences, and technology sectors. Ms. Foote previously served as a director of DLJdirect (now part of E*Trade) and Cascade Financial Corporation/Cascade Bank. Ms. Foote holds a B.A. in Economics from Smith College and an M.B.A. from Harvard Business School. Ms. Foote was selected to serve on our Board of Directors because of her significant experience as a director including service on public company boards, her marketing and financial expertise, her work in customer analytics, and her over four decades of executive experience in financial services and consulting.

Edward A. Gilhuly    has served as a member of our Board of Directors since March 2011. Mr. Gilhuly has served as a managing partner at Sageview Capital, a private investment firm, since May 2006. Mr. Gilhuly worked for Kohlberg Kravis Roberts & Co. L.P., where he served as a partner from 1994 to 2005 and as a member of its investment committee from 2000 to 2005. Mr. Gilhuly currently serves as a director for a number of private companies and also serves on the Board of Trustees of Duke University. Mr. Gilhuly previously served on the boards of directors of GoPro, Inc., Cinedigm Corp., and Envivio, Inc. Mr. Gilhuly holds a B.A. in Economics and History from Duke University and an M.B.A. from Stanford University. Mr. Gilhuly was selected to serve on our Board of Directors because of his significant experience as a director of public companies, in corporate management, and in private equity and finance.

Benjamin J. Goux    has served as a member of our Board of Directors since January 2008. Mr. Goux served as our Chief Financial Officer from August 2007 to June 2008. Mr. Goux has served as Chief Financial Officer of Pioneer Venture Partners, a venture capital firm, since March 2006. Mr. Goux has served as Executive Vice President of Stellar Holdings, a real estate firm and investment vehicle, since March 2009. Mr. Goux serves as a director or as an observer on the boards of directors

 

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of multiple private companies. Mr. Goux holds a B.A. in Business Administration from the Foster School of Business at the University of Washington. Mr. Goux was selected to serve on our Board of Directors because of his significant finance and other business experience.

Tami L. Reller    has served as a member of our Board of Directors since July 2014. Ms. Reller has served as Chief Marketing and Experience Officer of United Healthcare, a health care company, since November 2017. Ms. Reller previously served as Executive Vice President of Optum, Inc., a health-services company, from September 2014 to November 2017, including Chief Marketing Officer from September 2014 to June 2016 and Chief Financial Officer from June 2016 to April 2017. From April 2001 to September 2014, Ms. Reller served in several executive roles with Microsoft Corporation, including Executive Vice President of Marketing, Windows Chief Financial Officer and Chief Marketing Officer, Divisional Chief Financial Officer, and Corporate Vice President of Dynamics. Ms. Reller served as Chief Financial Officer of Great Plains Software Inc. prior to its acquisition by Microsoft Corporation in 2001. Ms. Reller serves as a director of SPS Commerce, Inc. Ms. Reller holds an M.B.A. from St. Mary’s College and a B.S. in Mathematics from Minnesota State University Moorhead. Ms. Reller was selected to serve on our Board of Directors because of her significant experience with software companies and corporate finance.

Justin L. Sadrian    has served as a member of our Board of Directors since November 2014. Mr. Sadrian, who joined Warburg Pincus LLC, or Warburg Pincus, in 2000 and is a Partner of Warburg Pincus & Co. and Managing Director of Warburg Pincus, focuses on media, Internet, and information investments. Prior to joining Warburg Pincus, Mr. Sadrian worked at J.P. Morgan in its investment banking and private equity groups. He serves as a director of Endurance International Group Holdings, Inc. and a number of private companies. Mr. Sadrian previously served as a director of GrubHub, Inc. Mr. Sadrian holds a B.A. in Economics from Dartmouth College and an M.B.A. from Harvard Business School. Mr. Sadrian was selected to serve on our Board of Directors because of his industry knowledge, corporate finance experience, and public company experience.

Rajeev Singh    has served as a member of our Board of Directors since March 2017. Since November 2015, Mr. Singh has served as the Chief Executive Officer and a member of the board of directors of Accolade, Inc., an on-demand healthcare concierge for employers, health plans, and health systems. Prior to Accolade, Mr. Singh co-founded Concur Technologies, Inc., a global leader in travel and expense management, and held roles over a period of 20 years, including President, Chief Operating Officer, and member of the board of directors. Prior to Concur, Mr. Singh held positions at Ford Motor Company and General Motors Corporation. Mr. Singh serves as a director of Apptio, Inc. Mr. Singh holds a B.S. in Manufacturing Administration from Western Michigan University. Mr. Singh was selected to serve on our Board of Directors because of his extensive experience in building and leading companies, as well as his background in technology innovation and significant operational and strategic expertise.

Chelsea R. Stoner    has served as a member of our Board of Directors since June 2012. Ms. Stoner has served as a general partner at Battery Ventures, a venture capital firm, since February 2014. Ms. Stoner also served as a partner at Battery Ventures from June 2012 to February 2014 and as a principal from June 2006 to June 2012. Ms. Stoner serves as a director of multiple private companies. Ms. Stoner holds a B.S. in Chemical Engineering from Northwestern University and an M.B.A. from The University of Chicago. Ms. Stoner was selected to serve on our Board of Directors because of her extensive experience with cloud-based software companies and corporate finance.

Jared R. Vogt    has served as a member of our Board of Directors since May 2004, and he served as the Chairman of our Board of Directors from May 2004 to March 2014. He has also served as our Founder—Special Projects since October 2013. Mr. Vogt served as our Chief Technology Officer from February 2007 to October 2013 and as our Chief Executive Officer from May 2004 to February 2007. Mr. Vogt holds a B.S. in Psychology from the University of Washington. Mr. Vogt was

 

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selected to serve on our Board of Directors because of the unique perspective and experience he brings as one of our founders and prior executive officers.

Gary L. Waterman    has served as a member of our Board of Directors since August 2007. Mr. Waterman has served as founder and President of Waterman Limited, a real estate investment and development company, since March 1989. Previously, Mr. Waterman served as a Managing Director of the Property Finance Group at LaSalle Partners, Inc., a corporate real estate service and investment company. Mr. Waterman served on the board of directors of Equity LifeStyle Properties, Inc. until May 2016. Mr. Waterman holds a B.A. and an M.A. in Economics from the University of Washington. Mr. Waterman was selected to serve on our Board of Directors because of his significant finance and other business experience, private company leadership, and experience as a director of a public company.

Board Composition

Our business and affairs are managed under the direction of our Board of Directors. Certain members of our Board of Directors were elected pursuant to the provisions of our amended and restated voting agreement, or the Voting Agreement. Under the Voting Agreement, our shareholders that are party to the Voting Agreement agreed to vote their shares to elect to our Board of Directors: (1) one director designated by The Benaroya Company, L.L.C. (Rajeev Singh); (2) one director designated by Pioneer Venture Partners LLC (Benjamin Goux); (3) one director designated by Sageview Capital Master, L.P. (Edward Gilhuly); (4) one director designated by Battery Ventures IX, L.P. (Chelsea Stoner); (5) one director designated by Warburg Pincus Private Equity XI, L.P. (Justin Sadrian); (6) one director designated by the holders of a majority in interest of the shares of our common stock held by certain of our key shareholders (Jared Vogt); (7) the person serving as our Chief Executive Officer (Scott McFarlane); and (8) three directors mutually designated by (a) the holders of a majority in interest of the shares of our common stock held by certain of our key shareholders that are currently providing services to us as officers, employees, or consultants and (b) the holders of a majority in interest of the shares of our capital stock held by our investors that are party to the Voting Agreement (Gary Waterman, Marion Foote, and Tami Reller).

The director designated by Sageview Capital Master, L.P. and the director designated by Warburg Pincus Private Equity XI, L.P. shall have the right, but not the obligation, to be appointed to each and every currently existing committee of our Board of Directors, as well as any committees our Board of Directors may create in the future, subject to applicable law and the requirements of any national securities exchange in which our capital stock is listed. The Voting Agreement will terminate upon the closing of this offering, and none of our shareholders will have any special rights regarding the election or designation of members of our Board of Directors, except for the committee appointment rights described in the prior sentence and as provided in the following sentence. From the date we close this offering, and for as long as Warburg Pincus and its affiliates continue to own beneficially at least 750,000 voting securities, we have agreed to nominate and use all reasonable efforts to have one individual designated by Warburg Pincus elected to our Board of Directors.

Our Board of Directors may establish the authorized number of directors from time to time by resolution, subject to the terms of our Articles and our Bylaws. The authorized number of directors is currently ten, and our Board of Directors currently consists of ten members. In accordance with our Articles, our Board of Directors will be divided into three classes with staggered three-year terms. At each annual meeting of our shareholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Our directors will be divided among the three classes as follows:

 

    the Class I directors will be Edward Gilhuly, Scott McFarlane, and Tami Reller, and their terms will expire at the annual general meeting of shareholders to be held in 2019;

 

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    the Class II directors will be Benjamin Goux, Chelsea Stoner, and Gary Waterman, and their terms will expire at the annual general meeting of shareholders to be held in 2020; and

 

    the Class III directors will be Marion Foote, Justin Sadrian, Rajeev Singh, and Jared Vogt and their terms will expire at the annual general meeting of shareholders to be held in 2021.

Director Independence

Generally, under the listing requirements and rules of the New York Stock Exchange, independent directors must comprise a majority of a listed company’s board of directors within one year of the closing of an initial public offering.

Our Board of Directors has reviewed its composition, the composition of its committees, and the independence of each director. Our Board of Directors has determined that none of our directors has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the New York Stock Exchange, except for Scott McFarlane and Jared Vogt by virtue of their positions as our Chief Executive Officer and President and our Founder—Special Projects, respectively. Accordingly, a majority of our directors are independent, as required under applicable New York Stock Exchange rules. In making this determination, our Board of Directors considered the current and prior relationships that each director has with us and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock and service to other entities who purchase our solutions.

Lead Independent Director

Our independent directors have appointed Gary Waterman to serve as our lead independent director contingent on the closing of this offering. As lead independent director, Mr. Waterman will preside over periodic meetings of our independent directors, will serve as a liaison between our Chairperson and the independent directors, and will perform such additional duties as our Board of Directors may otherwise determine and delegate.

Board Committees

Our Board of Directors has established an Audit Committee, a Compensation and Leadership Development Committee, and a Nominating and Corporate Governance committee. Our Board of Directors may establish other committees to facilitate the management of our business from time to time.

Our Board of Directors has adopted a written charter for each of the Audit Committee, the Compensation and Leadership Development Committee, and the Nominating and Corporate Governance Committee that satisfies applicable rules of the SEC and the listing standards of the New York Stock Exchange. Following the closing of this offering, the full text of these charters will be available on our corporate website at www.avalara.com. Information contained on, or that can be accessed through, our website is not a part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only. The composition and responsibilities of each of the committees of our Board of Directors are described below. Members serve on these committees until their resignation or until otherwise determined by our Board of Directors.

 

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Audit Committee

Our Audit Committee consists of Marion Foote, Benjamin Goux, Tami Reller, and Chelsea Stoner, each of whom our Board of Directors has determined to be independent under New York Stock Exchange listing standards and Rule 10A-3(b)(1) of the Exchange Act. The chair of our Audit Committee is Ms. Foote. Our Board of Directors has determined that each of Ms. Foote, Mr. Goux, Ms. Reller, and Ms. Stoner is an “audit committee financial expert” within the meaning of SEC regulations. Our Board of Directors has also determined that each member of our Audit Committee has the requisite financial expertise under the applicable requirements of the New York Stock Exchange. In arriving at this determination, our Board of Directors has examined each Audit Committee member’s scope of experience and the nature of their employment in the corporate finance sector. Upon the closing of this offering, the primary functions of this committee will include, among other things:

 

    appointing, compensating, retaining, and overseeing our independent registered public accounting firm;

 

    approving in advance all audit and non-audit fees of and services performed by our independent registered public accounting firm;

 

    evaluating annually the performance, qualifications, objectivity, and independence of our independent registered public accounting firm and deciding whether to retain their services;

 

    monitoring the rotation of partners on our engagement team of our independent registered public accounting firm;

 

    reviewing our annual and quarterly financial statements and reports and discussing the statements and reports with our independent registered public accounting firm and management;

 

    reviewing, with our independent registered public accounting firm and management, significant issues that may arise regarding accounting principles and financial statement presentation, as well as matters concerning the design and implementation of our internal audit functions;

 

    reviewing and approving all related party transactions;

 

    assessing the effectiveness and adequacy of our internal control structure and procedures for financial reporting;

 

    establishing procedures for the receipt, retention, and treatment of complaints received by us regarding financial controls, accounting, or auditing matters; and

 

    reviewing and evaluating the performance of the Audit Committee and the adequacy of its charter.

Compensation and Leadership Development Committee

Our Compensation and Leadership Development Committee consists of Edward Gilhuly, Benjamin Goux, Justin Sadrian, Rajeev Singh, and Chelsea Stoner, each of whom our Board of Directors has determined to be independent under New York Stock Exchange listing standards and the rules and regulations of the SEC and a “non-employee director” as defined in Rule 16b-3 under the Exchange Act. The chair of our Compensation and Leadership Development Committee is Mr. Singh. Upon the closing of this offering, the primary functions of this committee will include:

 

    determining the compensation of our chief executive officer and reviewing and approving corporate performance goals and objectives relevant to such compensation;

 

    reviewing and approving the compensation of our other executive officers;

 

    making recommendations to our Board of Directors regarding the compensation of our directors;

 

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    making recommendations to our Board of Directors regarding our incentive compensation plans and administering such plans;

 

    approving awards under our equity compensation plans, subject to the procedures and guidelines with respect to such awards as adopted from time to time by our Board of Directors;

 

    monitoring and assessing risks associated with our compensation policies and consulting with our management on such risks; and

 

    reviewing and evaluating the performance of the Compensation and Leadership Development Committee and the adequacy of its charter.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Edward Gilhuly, Justin Sadrian, and Gary Waterman, each of whom our Board of Directors has determined to be independent under New York Stock Exchange listing standards. The chair of our Nominating and Corporate Governance Committee is Mr. Waterman. Upon the closing of this offering, the primary functions of this committee will include:

 

    reviewing and recommending to our Board of Directors criteria for selecting new members of our Board of Directors;

 

    approving and recommending to our Board of Directors, nominees for our Board of Directors and its applicable committees;

 

    considering any nominations of director candidates validly made by our shareholders;

 

    establishing, coordinating, and reviewing with the chairperson of our Board of Directors criteria for the evaluation of Board and committee performance;

 

    reviewing and recommending to our Board of Directors corporate governance policies; and

 

    reviewing and evaluating the performance of the Nominating and Corporate Governance Committee and the adequacy of its charter.

Compensation Committee Interlocks and Insider Participation

No member of our Compensation and Leadership Development Committee is currently or has ever been at any time an officer or employee of ours, except that Mr. Goux, a member of our Compensation and Leadership Development Committee, served as our Chief Financial Officer from August 2007 to June 2008. None of our executive officers currently serve, or have served during the last completed year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers who served as a member of our Board of Directors or Compensation and Leadership Development Committee during the last completed year.

Code of Business Conduct and Ethics

Our Board of Directors has adopted a code of business conduct and ethics that applies to all of our employees, executive officers, consultants, and directors, including those officers responsible for financial reporting. Upon the closing of this offering, our code of business conduct and ethics will be available on our website at www.avalara.com. We intend to disclose any amendments to the code, or any waivers of its requirements, on our website to the extent required by the applicable rules and exchange requirements. Information contained on, or that can be accessed through, our website is not a part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only.

 

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Director Compensation

We did not provide any cash compensation to our non-employee directors during the year ended December 31, 2017 for their service on our Board of Directors or its committees. Although we do not have a written policy, we generally reimburse our directors for their reasonable out-of-pocket expenses incurred in attending meetings of our Board of Directors and its committees, and have annually granted to each of our non-employee directors a warrant to purchase 10,000 shares of our common stock at an exercise price equal to the fair market value of our common stock as of the date of grant, as determined by our Board of Directors. The warrants we granted to non-employee directors for 2017 service have a ten-year term, subject to earlier termination in connection with the closing of this offering, if unexercised at that date.

The following table provides information regarding total compensation paid to non-employee directors during the year ended December 31, 2017. Directors who are also our employees, such as Mr. McFarlane, our Chairman, Chief Executive Officer, and President, and Mr. Vogt, our Founder—Special Projects, receive no additional compensation for their service as directors. Mr. McFarlane’s compensation is discussed in the section of this prospectus titled “Executive Compensation,” and Mr. Vogt’s compensation for services as an employee is presented in footnote (1) following the table.

Director Compensation Table(1)

 

Name

   Option
Awards(2)
     Total  

Marion Foote

   $ 60,072      $ 60,072  

Edward Gilhuly

     60,072        60,072  

Benjamin Goux

     60,072        60,072  

Tami Reller

     60,072        60,072  

Justin Sadrian

     60,072        60,072  

Rajeev Singh

     62,745        62,745  

Chelsea Stoner

     60,072        60,072  

Gary Waterman

     60,072        60,072  

 

(1)  Mr. Vogt received the following compensation for his services to the Company for 2017: salary of $100,000 and $500 in a 401(k) plan matching contribution.
(2)  Amounts in this column represent the aggregate grant date fair value of warrants granted during the year ended December 31, 2017, as computed in accordance with ASC Topic 718, without regard to estimated forfeitures related to service-based vesting conditions. These amounts do not reflect dollar amounts actually received by our non-employee directors, who will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of such warrants. As of December 31, 2017, our non-employee directors held compensatory warrants to purchase the following number of shares of our common stock: Ms. Foote, 50,000 shares; Mr. Gilhuly, zero shares (warrants otherwise granted to Mr. Gilhuly were transferred to Sageview Capital LP); Mr. Goux, 60,000 shares; Ms. Reller, 40,000 shares; Mr. Sadrian, 30,000 shares; Mr. Singh, 10,000 shares; Ms. Stoner, 50,000 shares; and Mr. Waterman, 50,000 shares.

Non-Employee Director Compensation Policy

Our Board of Directors has adopted our non-employee director compensation policy, or the policy, which will be effective as of the effective date of the registration statement of which this prospectus forms a part. Under the policy, each non-employee director will be eligible to receive compensation for his or her service consisting of annual cash retainers and equity awards as described below. Our Board of Directors may revise the policy as it deems necessary or appropriate.

 

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Cash Compensation.    Under the policy, all non-employee directors will be entitled to receive the following cash compensation:

 

Retainer

   Amount  

Board of Directors

   $ 32,000  

Chair of committee

  

Audit

     20,000  

Compensation and Leadership Development

     11,000  

Nominating and Corporate Governance

     7,500  

Committee member

  

Audit

     7,500  

Compensation and Leadership Development

     5,000  

Nominating and Corporate Governance

     3,500  

Lead independent director

     15,000  

Equity Compensation.    Under the outside director compensation policy, on the date of each annual meeting of shareholders beginning with the first annual meeting following the completion of this offering, each non-employee director who is a continuing director following the meeting automatically will be granted an equity award having a value of $150,000, or the annual award. The annual award will be comprised of stock options and restricted stock units, or RSUs, granted under our 2018 Plan, each having a grant date fair value of approximately 50% of the aggregate value of the annual award. Each annual award will fully vest and become exercisable or payable, as applicable, upon the earlier of the one-year anniversary of the grant date or the day prior to our next annual meeting occurring after the grant date, in each case subject to the individual’s continued service through the vesting date. The grant date fair value of the options and the RSUs will be calculated in accordance with ASC Topic 718. The annual award will fully vest and become exercisable and payable upon a change in control, as defined in the 2018 Plan.

Effective following the completion of this offering, in the event that a non-employee director is initially elected or appointed on any date other than the date of an annual meeting of shareholders, the director will, instead, automatically receive the annual award on the date of initial election or appointment, except that the value of the award will be prorated to reflect the number of days that the director will serve based on a period of time commencing on the date of initial election or appointment and ending on the one-year anniversary of the previous annual meeting (the “prorated annual award”). In all other respects, the terms and conditions of the prorated annual award, including the vesting schedule, will be the same as the annual award granted on the previous year annual meeting date.

Non-employee directors also are eligible to receive all types of equity awards (except incentive stock options) under our 2018 Plan, including discretionary awards not covered under the policy.

For further information regarding the equity compensation of our non-employee directors, see the section of this prospectus titled “Executive Compensation—Employee Benefit and Stock Plans—2018 Equity Incentive Plan.”

 

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EXECUTIVE COMPENSATION

This section describes the material elements of compensation awarded to, earned by, or paid to our Chief Executive Officer and the two other most highly compensated individuals who served as our executive officers during the year ended December 31, 2017. Throughout this prospectus, these three officers are referred to as our named executive officers:

 

    Scott McFarlane, our Chairman, Chief Executive Officer, and President;

 

    William Ingram, our Chief Financial Officer; and

 

    Pascal Van Dooren, our Executive Vice President and Chief Revenue Officer.

2017 Summary Compensation Table

The following table provides information regarding the compensation of our named executive officers during the years ended December 31, 2016 and 2017:

 

Name and Principal Position

  Year     Salary(1)     Option
Awards(2)
    Non-Equity
Incentive Plan
Compensation(3)
    All Other
Compensation
    Total  

Scott McFarlane

    2017     $ 410,000     $ 1,612,059     $ 320,948     $ 6,675 (4)      $2,349,682  

Chairman, Chief Executive Officer, and President

    2016       380,160       1,482,000       218,592       5,365       2,086,117  

William Ingram

    2017       330,000       555,552       163,904       2,700 (4)      1,052,156  

Chief Financial Officer

    2016       301,154       2,839,752       120,160       25,726       3,286,792  

Pascal Van Dooren

    2017       301,607       660,514       200,902       2,700 (4)      1,165,723  

Executive Vice President and Chief Revenue Officer

    2016       276,360       309,702       153,979       2,650       742,691  

 

(1)  Amounts in this column represent base salary earned during the year.
(2)  Amounts in this column represent the aggregate grant date fair value of each stock option granted to the named executive officers during the applicable year, as computed in accordance with ASC Topic 718, without regard to estimated forfeitures related to service-based vesting conditions. Assumptions used in the calculation of these amounts are included in Note 10 to our consolidated financial statements included elsewhere in this prospectus. These amounts do not reflect dollar amounts actually received by our named executive officers, who will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of such stock options.
(3)  Amounts in this column represent incentive compensation earned in respect of performance objectives for 2016 and 2017 and approved by our Compensation and Leadership Development Committee following the end of each such calendar year. For additional information about non-equity incentive plan compensation, see the section of this prospectus titled “—Non-Equity Incentive Plan Compensation.”
(4)  Amounts in this column consist of 401(k) plan matching contributions. For Mr. McFarlane, amount also includes $3,975 in insurance premiums.

Non-Equity Incentive Plan Compensation

Our named executive officers are eligible to participate in our annual management bonus plan. Our 2017 Leadership Bonus Plan provides an opportunity for eligible employees to earn annual bonuses based on the achievement of both pre-established annual company performance objectives and individual performance objectives. For 2017, 70% of the target bonus was based on the following three company performance objectives (with each objective approximately equally weighted): company total bookings, the cost of acquiring new annual recurring revenue as a measure of sales and marketing efficiency, and adjusted EBITDA (GAAP operating income or loss plus stock-based compensation expense and depreciation and amortization expense). For 2017, 30% of the target bonus was based on individual performance objectives that were established based on department and individual goals. Bonuses could be increased or decreased from the target bonus amount based

 

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on actual achievement of performance objectives, provided bonus payments cannot exceed 112% of an employee’s annual target bonus. Based on achievement of company and individual performance objectives for 2017, Messrs. McFarlane, Ingram, and Van Dooren received bonuses in the amounts of $320,948, $163,904, and $132,430, respectively, which amounts were approved by our Compensation and Leadership Development Committee in the first quarter of 2018.

Pursuant to his employment agreement, Mr. Van Dooren was provided an opportunity to earn a target sales commission based on the achievement of a pre-established total revenue goal measured and paid quarterly. If the revenue target is not met, the quarterly payment is based on the percentage that actual revenues comprise in relation to the target. Based on achievement of the revenue goal, Mr. Van Dooren received a sales commission of $68,472 for 2017.

Outstanding Equity Awards as of December 31, 2017

The following table sets forth information regarding equity awards held by our named executive officers at December 31, 2017, all of which were granted under the 2006 Plan.

 

    Option Awards  

Name

  Vesting
Commencement
Date
    Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
    Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
    Option
Exercise
Price
    Option
Expiration
Date
 

Scott McFarlane

    12/17/2010       531,932             1.50       2/18/2021  
    3/28/2011       87,500             1.50       3/28/2021  
    1/1/2013       200,000             4.50       2/13/2023  
    9/20/2013       250,000             6.40       10/3/2023  
    1/1/2014       145,833       54,167 (1)      8.04       2/25/2024  
    5/5/2016       98,958       151,042 (1)      12.34       6/16/2026  
    1/1/2017             250,242 (1)      13.84       2/9/2027  

William Ingram

    12/14/2015       270,000       270,000 (1)      12.60       1/25/2026  
    1/1/2017             86,239 (1)      13.84       2/9/2027  

Pascal Van Dooren

    10/3/2011       27,314             1.90       12/13/2021  
    1/1/2013       50,000             4.50       2/13/2023  
    1/1/2014       171,354       3,646 (1)      8.04       2/25/2024  
    1/1/2015       18,229       6,771 (1)      12.20       1/28/2025  
    5/5/2016       20,679       31,565 (1)      12.34       6/16/2026  
    1/1/2017             102,532 (1)      13.84       2/9/2027  

 

(1)  The shares of common stock underlying the option vest over a four-year period as follows: 25% of the shares vest on the one-year anniversary of the vesting commencement date, and, thereafter, 1/48th of the shares vest each month, subject to continuous service with us through each vesting date, except that the option granted to Mr. McFarlane with a vesting commencement date of 1/1/2014 vests 25% on the second anniversary of the vesting commencement date with 1/48th of the shares vesting each month thereafter, and the options granted to Mr. Van Dooren with vesting commencement dates of 1/1/2014 and 1/1/2015 vest 50% on the second anniversary of the vesting commencement date with 1/48th of the shares vesting each month thereafter. The option has a ten-year term, subject to earlier termination in the event of termination of service. Options granted prior to 2015 are subject to accelerated vesting upon a corporate transaction. Options granted in 2015 and thereafter are subject to accelerated vesting upon termination of employment in connection with a change in control, as described below.

Executive Employment Agreements

We have written employment agreements with each of our named executive officers. Each employment agreement has a term expiring on June 19, 2021 and provides that employment with us is “at will.” Each of our named executive officers also has executed our standard form of proprietary

 

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information and inventions agreement. The employment agreements and the employment of the named executive officer terminate automatically upon the death or total disability of the named executive officer.

We do not provide any tax gross-ups to cover personal income taxes that may apply to any severance or change in control benefits. If any payments or benefits payable under the employment agreements will be subject to an excise tax under Code Section 4999, we will pay to the named executive officer either (1) the full amount of such payments or benefits or (2) the full amount, reduced by the minimum amount necessary to prevent any portion from being an excess parachute payment within the meaning of Code Section 280G, whichever results, on an after-tax basis, in the greater amount payable to the named executive officer.

Additional details specific to individual employment agreements with the named executive officers are set forth below.

Scott McFarlane.    Under Mr. McFarlane’s employment agreement as Chief Executive Officer and President dated June 19, 2017, his base salary is $410,000, subject to periodic review. Mr. McFarlane is also eligible to receive an annual target performance-based bonus of 100% of his base salary and to participate in our employee benefit programs. Mr. McFarlane is eligible to receive full payment of premiums for coverage under our group health plans for himself and covered family members, coverage under a “key man” life insurance policy under which both we and Mr. McFarlane’s designee are beneficiaries, and reimbursement of travel costs to our corporate headquarters. In the event Mr. McFarlane’s employment is terminated by us without “cause” or by Mr. McFarlane for “good reason,” including a termination without “cause” or for “good reason” within 12 months following a “change in control,” which we refer to as a “change in control termination,” Mr. McFarlane will be eligible to receive the following severance payments and benefits, subject to execution, and non-revocation, of a general release and waiver of claims against us in a form satisfactory to us and his continued compliance with our proprietary information and inventions agreement:

 

    severance pay equal to 12 months’ base salary, provided that in the event of a change in control termination, such amount will be equal to 18 months’ base salary;

 

    in the event of a change in control termination, payment of the target bonus for the year of termination, pro-rated for the number of full months worked in such calendar year;

 

    COBRA continuation coverage for a period of 12 months following termination; provided coverage will be for 18 months in the event of a change in control termination (or in either case until such time as Mr. McFarlane is no longer entitled to COBRA continuation coverage under the group health plan, whichever period is shorter); and

 

    in the event of a change in control termination, full acceleration of time-based equity awards granted on or after March 27, 2014.

In the event of a “corporate transaction,” all of Mr. McFarlane’s options granted prior to March 27, 2014 will become fully vested under the terms of his stock option agreements for such options.

This employment agreement superseded and replaced the executive employment agreement dated March 27, 2014 between us and Mr. McFarlane, which had substantially the same terms.

William Ingram.    Under Mr. Ingram’s employment agreement as Chief Financial Officer dated June 19, 2017, his base salary is $330,000, subject to periodic review. Mr. Ingram is also eligible to receive an annual target performance-based bonus of 60% of his base salary and to participate in our employee benefit programs.

In the event Mr. Ingram’s employment is terminated by us without “cause” or by Mr. Ingram for “good reason,” including pursuant to a change in control termination, Mr. Ingram will be eligible to receive the following severance payments and benefits, subject to execution, and non-revocation, of a

 

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general release and waiver of claims against us in a form satisfactory to us and his continued compliance with our proprietary information and inventions agreement:

 

    severance pay equal to six months’ base salary, provided that in the event of a change in control termination, such amount will be equal to 12 months’ base salary;

 

    in the event of a change in control termination, payment of the target bonus for the year of termination, pro-rated for the number of full months worked in such calendar year;

 

    COBRA continuation coverage for a period of six months following termination; provided coverage will be for 12 months in the event of a change in control termination (or in either case until such time as Mr. Ingram is no longer entitled to COBRA continuation coverage under the group health plan, whichever period is shorter); and

 

    in the event of a change in control termination, full acceleration of time-based equity awards granted on or after December 14, 2015.

This employment agreement superseded and replaced the executive employment agreement dated December 14, 2015 between us and Mr. Ingram, which had substantially the same terms.

Pascal Van Dooren.    Under Mr. Van Dooren’s employment agreement as Executive Vice President and Chief Revenue Officer dated April 13, 2018, his base salary is $327,812, subject to periodic review. Mr. Van Dooren is also eligible to receive an annual target performance-based bonus of 70% of his base salary and to participate in our employee benefit programs.

In the event Mr. Van Dooren’s employment is terminated by us without “cause” or by Mr. Van Dooren for “good reason,” including pursuant to a change in control termination, Mr. Van Dooren will be eligible to receive the same severance payments and benefits set forth above for Mr. Ingram, except that full acceleration in the event of a change in control termination shall apply to equity awards granted on or after September 1, 2014, subject to Mr. Van Dooren’s execution, and non-revocation, of a general release and waiver of claims against us in a form satisfactory to us and his continued compliance with our proprietary information and inventions agreement. In the event of a “corporate transaction” all of Mr. Van Dooren’s options granted prior to September 1, 2014 will become fully vested under the terms of his stock option agreements for such options.

This employment agreement superseded and replaced the executive employment agreement dated June 19, 2017 between us and Mr. Van Dooren, which had substantially the same terms except that his annual target bonus was 60% of base salary and the agreement previously specified eligibility for a commission.

Definitions.    For purposes of each of the employment agreements summarized above:

 

    “Cause” generally means: (1) gross negligence with respect to our business and affairs; (2) willful disregard or neglect of duties following written notice from us; (3) act, or omission to act, intended to cause harm or damage to us; (4) material breach of any written agreement with us that is not timely cured (to the extent susceptible to cure); (5) act of embezzlement, fraud, theft, or financial dishonesty with respect to us; (6) breach of fiduciary obligations or disloyalty to us; (7) material breach of the proprietary information and inventions agreement with us; or (8) conviction of, or plea of guilty or nolo contendere to, a felony or a crime involving theft, fraud, dishonesty, misrepresentation, or sexual harassment; the existence or non-existence of “cause” will be determined in good faith by our Board of Directors.

 

   

“Change in control” generally means: (1) a change in our ownership pursuant to which one or more persons acquire beneficial ownership of 50% or more of either the outstanding shares of

 

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our common stock or the combined voting power of our outstanding voting securities; (2) a change in our effective control pursuant to which a majority of the members of our Board of Directors at the beginning of any two-year period, or the Incumbent Board, is replaced by directors whose appointment or election is not endorsed by a majority of the Incumbent Board; or (3) the consummation of a “company transaction,” which generally means (a) a merger or consolidation with or into another corporation; (b) a statutory share exchange pursuant to which all of the outstanding shares of our common stock are acquired or a sale of all of our outstanding voting securities; or (c) a sale, lease, or other disposition of all or substantially all of our assets, unless in each case (i) after such transaction the beneficial owners of our outstanding common stock and combined voting power of our outstanding securities immediately prior to the transaction retain at least 50% of the outstanding shares of common stock and the combined voting power of the voting securities of the Company resulting from the transaction in substantially the same proportions, (ii) no person will beneficially own more than 50% of the outstanding shares or combined voting power of the Company resulting from the transaction, and (iii) members of the Incumbent Board will immediately after the transaction constitute at least a majority of the directors of the corporation resulting from the transaction.

 

    “Corporate transaction” generally means: (1) a sale, lease, or other disposition of all or substantially all of our assets; (2) a merger or consolidation in which we are not the surviving corporation; or (3) a reverse merger in which we are the surviving corporation but our outstanding shares immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise.

 

    “Good reason” generally means, without the named executive officer’s written consent: (1) any material breach by us of the employment agreement; (2) a material reduction in the level of responsibility, duties, or authority; (3) a material reduction in then-in-effect base salary (other than a reduction that is equal in percentage to, or smaller than, that imposed upon our other executive officers); or (4) a relocation of the named executive officer’s principal office to a location more than 50 miles from his then-current principal office, each of which condition is subject to a notice and cure period.

Employee Benefit and Stock Plans

The principal features of our equity incentive plans and our 401(k) plan are summarized below. These summaries are qualified in their entirety by reference to the actual text of the plans, which, other than the 401(k) plan, are filed as exhibits to the registration statement of which this prospectus forms a part. In addition to these plans, we also maintain various employee benefits that are generally available to our employees, such as medical, dental and vision insurance, term life insurance, and short- and long-term disability. We intend to file with the SEC a registration statement on Form S-8 for shares that will be issuable under the equity plans described below.

2018 Equity Incentive Plan

Our Board of Directors approved our 2018 Equity Incentive Plan, or the 2018 Plan, in April 2018, and our shareholders approved the 2018 Plan in May 2018. The 2018 Plan became effective on the date of Board approval but no grants may be made under the 2018 Plan prior to the date of the underwriting agreement to be entered into in connection with this offering. The purpose of the 2018 Plan is to provide eligible persons with the opportunity to acquire a proprietary interest in the Company and to align their interests with the long-term interests of our shareholders.

Authorized Shares.    The 2018 Plan will initially authorize the issuance of 8% of the total number of shares of common stock outstanding on the closing of this offering. This share reserve will automatically increase on January 1st of each calendar year following the effective date of the 2018 Plan through 2028, by an amount equal to (1) 5% of the aggregate number of shares of common stock

 

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outstanding on December 31st of the immediately preceding calendar year (excluding for this purpose any shares that are unvested and subject to forfeiture under the 2018 Plan) or (2) such lesser number of shares of common stock as determined by the administrator (as defined below). In addition any shares covered by awards under our 2006 Equity Incentive Plan, or the 2006 Plan, on the date of this prospectus that cease to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested or nonforfeitable shares) will become available for issuance under the 2018 Plan. If any award lapses, expires, terminates, or is canceled prior to the issuance of shares or if shares are issued under the 2018 Plan and thereafter are forfeited to the Company, the shares subject to such awards and the forfeited shares will again be available for issuance under the 2018 Plan. Shares withheld by, or otherwise tendered to, the Company to satisfy the purchase price or a participant’s tax withholding obligations with respect to the grant, vesting, or exercise of an award, or shares subject to an award that is settled in cash or in a manner that that some or all shares covered by the award are not issued, will also become available for issuance under the 2018 Plan. No more than 5,000,000 shares of our common stock may be issued pursuant to the exercise of incentive stock options.

Certain Adjustments.    If any change in our stock occurs by reason of a stock dividend, stock split, spin-off, recapitalization, merger, consolidation, statutory share exchange, combination or exchange of shares, distribution to shareholders other than a normal cash dividend or other change in our corporate or capital structure, the administrator will make proportional adjustments to the maximum number and kind of securities (a) available for issuance under the 2018 Plan, (b) issuable as incentive stock options, and (c) subject to any outstanding award, including the per share price of such securities. The administrator may also make such adjustments in the event of a distribution of assets or cash to shareholders other than a normal cash dividend, with any adjustments to outstanding awards made in a manner that precludes the enlargement of rights and benefits under such awards.

Administration.    The 2018 Plan generally will be administered by our Board of Directors or the Compensation and Leadership Development Committee of the Board of Directors (or a subcommittee thereof). Our Board of Directors may delegate concurrent administration of the 2018 Plan to different committees consisting of two or more members of our Board of Directors or, to the extent permitted by applicable state law, to one or more senior executive officers. References to the “administrator” below are, as applicable, to our Board or the Compensation and Leadership Development Committee, or other committee or officers that may be authorized to administer the 2018 Plan. Subject to the provisions of the 2018 Plan, the administrator will determine in its discretion the eligible persons to whom and the times at which awards are granted, the types and sizes of awards granted, and the terms, limitations, restrictions, and conditions of such awards. The administrator will have the authority to construe and interpret the terms of the 2018 Plan and awards granted under it. The 2018 Plan provides, subject to certain limitations, for indemnification by us of the administrator in respect of all activities under the 2018 Plan.

Under the 2018 Plan, the administrator, without shareholder approval, may not (1) reduce the exercise or base price of an option or stock appreciation right, or SAR, after it is granted, (2) cancel an option or SAR at a time when its exercise or base price exceeds the fair market value of the underlying stock, in exchange for cash, another option or SAR, restricted stock, or other equity award, or (3) take any other action that is treated as a repricing under GAAP or under guidance issued by the primary securities market or exchange on which the common stock is listed or admitted for trading.

Eligibility.    Awards may be granted under the 2018 Plan to our employees, officers, directors, consultants, agents, advisors and independent contractors of the Company and related companies.

 

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Types of Awards.    The 2018 Plan permits the grant of the following types of awards:

Stock Options.    The administrator may from time to time grant to eligible participants incentive stock options as that term is defined in Section 422 of the Code or nonstatutory stock options, except that incentive stock options are limited to our employees and any other individuals who are eligible to receive incentive stock options under the provisions of Section 422 of the Code. Stock options must have an exercise price at least equal to the fair market value of our stock on the date of grant, except in the case of options granted in connection with substituting or exchanging options in acquisition transactions.

Stock Appreciation Rights.    The administrator may from time to time grant to eligible participants SARs as a right in tandem with the number of shares underlying stock options granted under the 2018 Plan or on a stand-alone basis. Upon exercise, SARs are the right to receive payment per share in stock or cash, or in a combination of stock and cash, equal to the excess of the share’s fair market value on the date of exercise over its fair market value on the date the SAR was granted. Exercise of an SAR issued in tandem with a stock option will reduce the number of shares underlying the related stock option to the extent of the SAR exercised. The term of a stand-alone SAR cannot be more than ten years, and the term of a tandem SAR cannot exceed the term of the related option.

Stock Awards, Restricted Stock and Stock Units.    The administrator may from time to time grant awards of shares of common stock or awards designated in units of common stock. These awards may be made subject to restrictions as determined by the administrator. The restrictions may be based on continuous service with the Company or the achievement of specified performance criteria, as determined by the administrator. Stock units may be paid in stock or cash or a combination of stock and cash, as determined by the administrator.

Performance Awards.    The administrator may from time to time grant performance awards in the form of performance shares or performance units. Performance shares are units valued by reference to a designated number of shares of common stock. Performance units are units valued by reference to a designated amount of property other than shares of common stock. Performance shares and performance units may be payable upon the attainment of performance criteria and other terms and conditions as established by the administrator. Performance awards may be payable in stock, cash or other property, or a combination thereof.

Other Stock-Based or Cash-Based Awards.    The administrator may from time to time grant other incentives denominated in shares of common stock or in cash, which may be payable in shares of common stock or cash, subject to the terms of the 2017 Plan and any other terms and conditions determined by the administrator.

Non-Employee Directors.    The 2018 Plan provides that all non-employee directors will be eligible to receive all types of awards (except for incentive stock options) under the 2018 Plan. The 2018 Plan provides that in any given calendar year, a non-employee director will not be granted equity awards or cash compensation that exceeds in the aggregate $750,000, with the value for equity awards based on their grant date fair value determined according to applicable financial accounting standards. The maximum limits do not reflect the intended size of any potential grants or a commitment to make grants to our non-employee directors under the 2018 Plan in the future.

Change in Control.    In the event of a change in control as described in the 2018 Plan, the acquiring or successor entity or parent thereof may continue or assume awards outstanding under the 2018 Plan or substitute equivalent awards. Unless provided otherwise in the instrument evidencing an award or in a written employment, services or other agreement between a participant and the Company, any awards that are not so continued, assumed, or substituted (or that are not exercised or

 

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settled prior to the change in control) will terminate upon the effective time of the change in control. Time-vested awards that will terminate will become fully vested and exercisable or payable immediately before the effective time of the change in control, and the holders of the awards will be permitted, immediately before the change in control, to exercise or convert all portions of such awards. Performance-vested awards will be prorated at target and paid in accordance with the payout schedule for the award. The administrator may in its discretion instead provide that a participant’s outstanding awards will terminate in exchange for a cash payment.

Transferability.    Except as otherwise permitted by the administrator, awards are not transferable otherwise than by will or the laws of descent and distribution and may only be exercised during the lifetime of the grantee or, if the grantee is under a legal disability, by the grantee’s guardian or legal representative.

Amendment and Termination.    Our Board of Directors or Compensation and Leadership Development Committee will be permitted to terminate or amend the 2018 Plan or any portion thereof at any time, but in such event, outstanding awards generally will remain outstanding in accordance with their terms and conditions. Unless the 2018 Plan is sooner terminated by our Board of Directors or Compensation and Leadership Development Committee, no awards may be granted under the 2018 Plan after the day immediately preceding the tenth anniversary of the earlier of the date the 2018 Plan was adopted by our Board of Directors and the date the 2018 Plan was approved by our shareholders.

2018 Employee Stock Purchase Plan

Our Board of Directors adopted our 2018 Employee Stock Purchase Plan, or the ESPP, in April 2018, and our shareholders approved the ESPP in May 2018. The ESPP will become effective on the date of this prospectus. The purposes of the ESPP are to provide our employees with an opportunity to acquire an equity ownership in us and to encourage employees to remain in our employ. The ESPP has two portions, one portion for U.S. employees and another portion for international employees. The portion of the ESPP for U.S. employees is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code, although we make no representation of such status or undertaking to maintain such status.

Authorized Shares.    The ESPP will initially authorize the issuance of 1.5% of the total number of shares of common stock outstanding as of the effective date of this offering, up to 1,500,000 shares. This reserve will automatically increase on January 1st of each calendar year beginning in 2019 through 2028, by an amount equal to the least of (1) 1,000,000 shares, (2) 1% of the aggregate number of shares of common stock outstanding on December 31st of the immediately preceding calendar year, or (3) a lesser number of shares of common stock as determined by the administrator.

Certain Adjustments.    The number of shares of common stock that may be granted under the ESPP and the number of shares that may be issued with respect to any purchase period, as well as the purchase price per share of common stock and the number of shares of common stock covered by each purchase right, will be proportionately adjusted as a result of any increase or decrease in the number of shares of common stock resulting from a stock split, reverse stock split, stock dividend, or similar capitalization event.

Administration.    The ESPP will be administered by our Board of Directors, the Compensation and Leadership Development Committee, or any other committee appointed by our Board of Directors or the Compensation and Leadership Development Committee to administer the ESPP. The administrator will have the authority to delegate duties to our officers, directors, or employees as it deems advisable. References to the “committee” below in this subsection are, as applicable, to our Board of Directors, the Compensation and Leadership Development Committee or other committee or

 

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individual authorized to administer the ESPP or take certain actions thereunder, to the extent permitted by the ESPP.

The committee will have the full and exclusive discretionary authority to construe and interpret the ESPP and the rights granted under it, to establish rules for the administration of the ESPP, to designate from time to time which of our subsidiaries will be eligible to participate in the ESPP.

Eligibility.    Generally, all of our employees who are employed by us or a participating subsidiary for at least 20 hours per week will be eligible to participate in the ESPP. However, an employee may not participate in the ESPP if, immediately after the grant of a right to purchase shares of our common stock under the ESPP, the employee would own capital stock possessing 5% or more of the total combined voting power or value of all classes of our capital stock.

Purchase of Shares of Common Stock.    Eligible employees generally will be able to elect to have a portion of their compensation withheld each pay period to purchase shares of our common stock at the end of pre-established offering periods, each of which is called a purchase date. The first offering period under the ESPP is anticipated to begin on the first trading day of our common stock and end on January 31, 2019, subject to the closing of this offering. Following commencement of the first offering period, six-month offering periods will begin on each August 1st and February 1st, unless the committee determines otherwise for a future offering period. On each purchase date, amounts withheld from an employee’s compensation during the applicable offering period will be used to purchase whole shares of our common stock. Unless the committee establishes higher percentages, the purchase price for a share of common stock will be the lesser of (1) 85% of the fair market value of a share of common stock on the first day of the offering period and (2) 85% of the fair market value of a share of common stock on the purchase date for such offering period. Fair market value generally means the closing price of our common stock on the applicable day, except that for the first offering period, fair market value means the initial public offering price of our common stock in this offering. The Code limits the aggregate fair market value of common stock (determined as of the beginning of an offering period) that an employee may purchase under the ESPP during any calendar year to $25,000. In addition, unless the committee establishes otherwise for a purchase period, a participant may purchase a maximum of 2,500 shares of our common stock during a single purchase period.

An employee’s participation in the ESPP will end automatically upon the employee’s termination of employment with us for any reason and all accumulated payroll deductions that have not been used to purchase shares will be returned to the individual. A participant may withdraw from the ESPP during a purchase period and any amounts withheld during the purchase period will be returned to the employee. In such event, the employee will not be eligible to resume withholding of compensation for the purchase of shares of common stock until the following offering period.

Effect of Certain Corporate Events.    In the event of certain corporate transactions, such as a dissolution, liquidation, merger, consolidation, sale of all or substantially all our outstanding securities, or sale, lease, or other transfer of all or substantially all our assets, or similar transaction, the committee may make such adjustment as it deems appropriate in the number, class of or price of shares of common stock available for purchase under the ESPP and in the number of shares of common stock that an employee is eligible to purchase and any other adjustments it deems appropriate. In the event of such transaction, the committee may elect to have options under the ESPP assumed or substituted by a successor entity, set an earlier purchase date, terminate all outstanding options either prior to their expiration or upon completion of the then-current purchase period, or take such other action deemed appropriate by the committee.

Amendment and Termination.    Our Board of Directors or the Compensation and Leadership Development Committee may amend the ESPP at any time, provided that such amendment does not cause rights issued under the ESPP to fail to meet the requirements of Section 423 of the Code.

 

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Moreover, any amendment for which shareholder approval is required under Section 423 of the Code or by any securities exchange on which the shares are traded must be submitted to shareholders for approval. Our Board of Directors or the Compensation and Leadership Development Committee may suspend or terminate the ESPP at any time. Unless sooner terminated by our Board of Directors or the Compensation and Leadership Development Committee, the ESPP will terminate on the tenth anniversary of the date our Board of Directors adopted the ESPP.

2006 Equity Incentive Plan

Our Board of Directors adopted our 2006 Equity Incentive Plan, or the 2006 Plan, in March 2006 and our shareholders approved the 2006 Plan in June 2006. The 2006 Plan permits the grant of awards to our employees, directors, and other individuals providing bona fide services to us and our affiliates. The 2006 Plan will be terminated in connection with this offering and, accordingly, no shares of our common stock will be available for issuance under the 2006 Plan following the closing of this offering. The 2006 Plan will continue to govern outstanding awards granted thereunder. As of March 31, 2018, 12,773,147 shares of common stock were reserved for issuance under the 2006 Plan, of which 11,188,323 shares of common stock are covered by options outstanding under the 2006 Plan and 1,584,824 shares of common stock remained available for future issuance.

Certain Adjustments.    In the event of certain changes in our capitalization, the exercise prices of options and the number of shares subject to awards will be appropriately adjusted.

Administration.    Our Board of Directors and Compensation and Leadership Development Committee currently administer the 2006 Plan. Subject to the provisions of the 2006 Plan, the administrator has the power to determine the eligible persons to whom and the times at which awards are granted, the types and sizes of awards granted, and the provisions of each award granted. The administrator has the power to construe and interpret the 2006 Plan and awards granted under it and, subject to the terms of the 2006 Plan, to generally exercise such powers and perform such acts as the administrator deems necessary or expedient to promote our best interests.

Types of Awards.    The 2006 Plan permits the grant of ISOs, NSOs, stock bonuses, and rights to acquire restricted stock. Stock options granted under the 2006 Plan generally vest over four years, with 25% vesting after one year and the remainder vesting in equal monthly installments thereafter, subject to a holder’s continuous service with us through each vesting date. The exercise price per share of options granted under the 2006 Plan must not be less than 100% of the fair market value per share of our common stock on the date of grant. Permitted methods of payment of the exercise price of an option include cash, a broker-assisted cashless exercise, or exchange of shares, subject to the terms of the stock option grant notice evidencing an option. After a holder’s termination of service, the holder generally may exercise his or her options, to the extent vested as of such date of termination, for three months after termination. If termination is due to death, the vested portion of the option generally will remain exercisable until 18 months following the date of such termination, and in the event of termination by disability, until the one-year anniversary of such termination. However, in no event may an option be exercised after the expiration of its term.

Asset Sale, Merger, Consolidation, or Reverse Merger.    In the event of (1) a sale, lease, or other disposition of all or substantially all our assets, (2) a merger or consolidation in which we are not the surviving corporation, or (3) a reverse merger in which we are the surviving corporation but shares of our common stock outstanding immediately prior to such merger are converted into other property, vesting of outstanding awards will be accelerated by an amount of time equal to the vesting period that has elapsed prior to such transaction, whether or not such options are assumed or substituted in the transaction. If the surviving or acquiring corporation does not assume such awards, they will terminate at or prior to the transaction.

 

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Transferability.    Except as otherwise permitted by the administrator or in the applicable award agreement, awards are not transferable otherwise than by will or the laws of descent and distribution and options may be exercised only by the grantee during the lifetime of the grantee.

Amendment or Termination.    Our Board of Directors may amend the 2006 Plan at any time, provided that shareholder approval must be obtained of such amendment to the extent required under the 2006 Plan and provided further that any such action may not, without the written consent of a participant, impair any of the participant’s rights under any award previously granted.

Taxcient 2005 Stock Option Plan

In connection with our acquisition of Taxcient in January 2010, we assumed all outstanding options granted under the Taxcient (f/k/a vAudit Group, Inc.) 2005 Stock Option Plan, or the Taxcient Plan, and converted them into options to purchase shares of our common stock. The Taxcient Plan was terminated in 2010 with respect to the granting of new awards but continues to govern the terms of options we assumed in the acquisition.

Our Board of Directors currently administers the Taxcient Plan. In the event of certain changes in our capitalization, the exercise prices of and the number of shares subject to options will be proportionately adjusted, subject to any required shareholder action. In the event of (1) a sale or exchange of all or substantially all of our assets, (2) a merger or consolidation in which we are not the surviving corporation, (3) a merger, reorganization, or consolidation in which we are the surviving corporation and our shareholders exchange their stock for securities or property, or (4) our liquidation or completion of a similar transaction, as determined by our Board of Directors, options granted under the Taxcient Plan may be exercised during the 30-day period prior to such transaction and will terminate to the extent not exercised immediately prior to the transaction, unless the options are assumed by the successor corporation. A participant may not transfer options outstanding under the Taxcient Plan other than by will or the laws of intestate succession.

401(k) Plan

We maintain a tax-qualified retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees are able to defer eligible compensation subject to applicable annual Code limits. We have the ability to make discretionary contributions to the 401(k) plan, and for 2017 expect to make in July 2018 a discretionary matching contribution to each eligible employee’s 401(k) plan account of an amount equal to 50% of the first 2% of eligible compensation deferred by the employee in 2017. Employees’ pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. Employees are immediately and fully vested in their contributions. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan.

Limitation on Liability; Indemnification of Directors and Officers

Upon the closing of this offering, our Articles and our Bylaws will provide that we will indemnify our directors and officers to the fullest extent permitted by the Washington Business Corporation Act, including instances in which indemnification is otherwise discretionary under the law. Our Bylaws will provide that we will indemnify our directors and officers against liability incurred as a result of their performance of services requested by us, and will advance to them reasonable expenses toward the

 

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defense of any such proceeding brought against them, except in any case in which liability results from:

 

    acts or omissions adjudged to have involved intentional misconduct, a knowing violation of law, or an unlawful distribution; or

 

    any transaction in which the director or officer is adjudged to have personally received a benefit in money, property, or services to which he or she is not legally entitled.

Our Articles will limit our directors’ liability to us and our shareholders for monetary damages incurred in their capacity as a director to liability resulting from the same acts or omissions or transactions described above.

Our Bylaws will provide that we may purchase and maintain liability insurance on behalf of our directors, officers, employees, and agents. We currently maintain a liability insurance policy pursuant to which our directors and officers may be indemnified against liability incurred as a result of serving in their capacities as directors and officers, subject to certain exclusions.

In addition to the indemnification required by our Articles and our Bylaws, we have entered into indemnification agreements with each of our current directors and officers, and certain of our employees. These agreements provide for the indemnification of such persons for all reasonable expenses and liabilities incurred in connection with any action or proceeding brought against them by reason of the fact that they are or were serving in such capacity. We believe that these provisions of our Articles and Bylaws and these indemnification agreements are necessary to attract and retain qualified persons as directors, officers, and employees.

The limitation of liability and indemnification provisions in our Articles and Bylaws may discourage shareholders from bringing a lawsuit against directors for breach of their fiduciary duties. These provisions may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our shareholders. A shareholder’s investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. There is no pending litigation or proceeding naming any of our directors or officers as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.

 

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Other than compensation arrangements for our directors and named executive officers, which are described in the sections of this prospectus titled “Management” and “Executive Compensation,” below we describe transactions since January 1, 2015 to which we were a participant or will be a participant, in which:

 

    the amounts involved exceeded or will exceed $120,000; and

 

    any of our directors, executive officers, or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest.

Series D-1 Preferred Stock Financing

In January 2015, we sold an aggregate of 6,698,370 shares of Series D-1 preferred stock to accredited investors at a purchase price of $6.32 per share pursuant to a stock purchase agreement, for an aggregate purchase price of $42.3 million. The following table summarizes purchases of shares of Series D-1 preferred stock by our directors, executive officers, and holders of more than 5% of our capital stock:

 

Purchaser

   Shares of
Series D-1

Preferred Stock
Purchased
     Aggregate
Purchase
Price
 

Entities associated with Warburg Pincus(1)

     2,373,417      $ 14,999,995  

Marion Foote

     120,000        758,400  

Gary Waterman

     79,113        499,994  

 

(1)  Includes 2,254,746 shares purchased by WPXI Finance, LP and 118,671 shares purchased by Warburg Pincus XI Partners, L.P. Justin L. Sadrian, a member of our Board of Directors, is a Managing Director of Warburg Pincus. Entities associated with Warburg Pincus holding our securities are aggregated for purposes of reporting share ownership information.

Series D-2 Preferred Stock Financing

In September 2016, we sold an aggregate of 14,244,640 shares of Series D-2 preferred stock to accredited investors at a purchase price of $6.75 per share pursuant to a stock purchase agreement, for an aggregate purchase price of $96.2 million. The following table summarizes purchases of shares of Series D-2 preferred stock by our directors, executive officers, and holders of more than 5% of our capital stock:

 

Purchaser

   Shares of
Series D-2
Preferred Stock
Purchased
     Aggregate
Purchase
Price
 

Entities associated with Warburg Pincus(1)

     6,803,169      $ 45,921,391  

Entities associated with Sageview(2)

     5,185,185        34,999,999  

Gary Waterman

     148,148        999,999  

Pioneer Venture Partners LLC(3)

     120,000        810,000  

 

(1)  Includes 6,463,011 shares purchased by WPXI Finance, LP and 340,158 shares purchased by Warburg Pincus XI Partners, L.P. Justin Sadrian, a member of our Board of Directors, is a Managing Director of Warburg Pincus. Entities associated with Warburg Pincus holding our securities are aggregated for purposes of reporting share ownership information.
(2)  Includes 1,870,370 shares purchased by Sageview Avalara Partners, LP and 3,314,815 shares purchased by Sageview Avalara Partners I, L.P. Edward Gilhuly, a member of our Board of Directors, is a managing partner at Sageview. Entities associated with Sageview holding our securities are aggregated for purposes of reporting share ownership information.
(3)  Benjamin Goux, a member of our Board of Directors, is the Chief Financial Officer of Pioneer Venture Partners LLC.

 

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Other Transactions

In November 2015, January and April 2016, and October 2017, entities affiliated with Warburg Pincus, which beneficially owns more than 5% of our capital stock, purchased an aggregate of 1,460,318 shares of our common stock from certain existing shareholders at purchase prices ranging from $11.20 to $15.06 per share for an aggregate purchase price of $19.0 million. The selling shareholders included Scott McFarlane, our President and Chief Executive Officer and Chairman of our Board; Benjamin Goux, one of our directors, and David E. Rostov, our former Chief Financial Officer, who sold 305,609, 10,000, and 267,708 shares of common stock, respectively, for aggregate purchase prices of $4.5 million, $0.1 million, and $3.4 million, respectively. We were party to the stock purchase agreements solely for the purpose of waiving our rights of first refusal and other applicable restrictions with respect to the transfer of the shares, and we agreed to indemnify Warburg Pincus with respect to certain matters.

In connection with the sale of Series D-1 preferred stock, in January 2015, we repurchased an aggregate of 839,647 shares of common stock and 4,192,772 shares of preferred stock from certain of our shareholders at a purchase price of $11.72 per share of common stock and a purchase price of $6.15 per share of preferred stock for an aggregate purchase price of $35.6 million. The following table summarizes the January 2015 repurchases of shares of common stock held by our directors, executive officers, and holders of more than 5% of our capital stock:

 

Shareholder

   Shares of
Common Stock
Repurchased
     Aggregate
Purchase Price
 

Kevin P. Riegelsberger(1)

     262,500      $ 3,076,500  

Pascal Van Dooren

     61,000        714,920  

Scott McFarlane

     60,111        704,501  

David E. Rostov(2)

     50,000        586,000  

Benjamin Goux

     17,500        205,100  

 

(1)  Kevin P. Riegelsberger was our Chief Strategic Initiatives and Operations Officer at the time of the January 2015 repurchase.
(2) David E. Rostov was our Chief Financial Officer at the time of the January 2015 repurchase, but has since left Avalara.

In February 2015, we repurchased an aggregate of 40,000 shares of common stock from Mr. Van Dooren, at a purchase price of $11.72 per share for an aggregate purchase price of $468,800.

In connection with the sale of Series D-2 preferred stock, in September 2016, we repurchased an aggregate of 1,518,555 shares of common stock and 3,989,712 shares of preferred stock from certain of our shareholders at a purchase price of $12.92 per share of common stock and a purchase price of $6.655 per share of preferred stock for an aggregate purchase price of $46.2 million. The following table summarizes the September 2016 repurchases of shares of common stock held by our directors, executive officers, and holders of more than 5% of our capital stock:

 

Shareholder

   Shares of
Common Stock
Repurchased
     Aggregate
Purchase Price
 

Scott McFarlane

     165,000      $ 2,131,800  

Kevin Riegelsberger(1)

     116,391        1,503,772  

Jared Vogt

     75,000        969,000  

Pascal Van Dooren

     34,081        440,327  

 

(1)  Kevin Riegelsberger was our Chief Strategic Initiatives and Operations Officer at the time of the September 2016 repurchase.

 

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In February 2018, Scott McFarlane, our President and Chief Executive Officer and Chairman of our Board, sold 30,000 shares of our common stock to Tami Reller, one of our directors, at a purchase price of $16.60 per share for an aggregate purchase price of $0.5 million. We were party to the stock purchase agreement solely for the purpose of waiving our rights of first refusal and other applicable restrictions with respect to the transfer of the shares.

Investors’ Rights Agreement

In September 2016, we entered into an Amended and Restated Investors’ Rights Agreement, or the Rights Agreement, with the holders of our outstanding preferred stock and certain holders of our outstanding common stock, including certain of our directors, executive officers, and persons then holding at least five percent of our capital stock, as follows: Scott McFarlane, Marion Foote, Jared Vogt, Gary Waterman, entities affiliated with Battery Ventures IX, L.P. (with which Chelsea Stoner is associated), Sageview Capital Master, L.P (with which Edward Gilhuly is associated), Pioneer Venture Partners LLC (with which Benjamin Goux is associated), and entities affiliated with Warburg Pincus Private Equity XI, L.P. (with which Justin Sadrian is associated). As of March 31, 2018, the holders of                      shares of the common stock, including shares of common stock issuable upon the conversion of our preferred stock and shares of common stock issuable upon the net exercise of warrants that will terminate if not exercised in connection with this offering, were entitled to rights with respect to the registration of their shares following the closing of this offering. For a more detailed description of these registration rights, see the section of this prospectus titled “Description of Capital Stock—Registration Rights.” In addition, the Rights Agreement gives certain shareholders that are parties thereto the right to participate in new issuances of equity securities by us, subject to certain exceptions, which rights will terminate immediately before the closing of this offering.

Voting Agreement

In September 2016, we entered into the Voting Agreement with the holders of our outstanding preferred stock and certain holders of our outstanding common stock, including certain of our directors, executive officers, and persons then holding at least five percent of our capital stock, as follows: Scott McFarlane, Marion Foote, Jared Vogt, Gary Waterman, entities affiliated with Battery Ventures IX, L.P. (with which Chelsea Stoner is associated), Sageview Capital Master, L.P (with which Edward Gilhuly is associated), Pioneer Venture Partners LLC (with which Benjamin Goux is associated), and entities affiliated with Warburg Pincus Private Equity XI, L.P. (with which Justin Sadrian is associated). Under the Voting Agreement, our shareholders that are party to the Voting Agreement agreed to vote their shares to elect to our Board of Directors: (1) one director designated by The Benaroya Company, L.L.C. (Rajeev Singh); (2) one director designated by Pioneer Venture Partners LLC (currently Benjamin Goux); (3) one director designated by Sageview Capital Master, L.P. (currently Edward Gilhuly); (4) one director designated by Battery Ventures IX, L.P. (currently Chelsea Stoner); (5) one director designated by Warburg Pincus Private Equity XI, L.P. (currently Justin Sadrian); (6) one director designated by the holders of a majority in interest of the shares of our common stock held by certain of our key shareholders (currently Jared Vogt); (7) the person serving as our Chief Executive Officer (currently Scott McFarlane); and (8) three directors mutually acceptable to (a) the holders of a majority in interest of the shares of our common stock held by certain of our key shareholders that are currently providing services to us as officers, employees, or consultants and (b) the holders of a majority in interest of the shares of our capital stock held by our investors that are party to the Voting Agreement (currently Gary Waterman, Marion Foote, and Tami Reller).

The director designated by Sageview Capital Master, L.P. and the director designated by Warburg Pincus Private Equity XI, L.P. shall have the right, but not the obligation, to be appointed to each and every currently existing committee of our Board of Directors, as well as any committees our

 

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Board of Directors may create in the future, subject to applicable law and the requirements of any national securities exchange in which our capital stock is listed. The Voting Agreement will terminate upon the closing of this offering, and none of our shareholders will have any special rights regarding the election or designation of members of our Board of Directors, except for the committee appointment rights described in the prior sentence and as provided in the following two sentences. From the date we close this offering, and for as long as Warburg Pincus and its affiliates continue to own beneficially at least 750,000 voting securities, we have agreed to nominate and use all reasonable efforts to have one individual designated by Warburg Pincus elected to our Board of Directors. Following this offering, for as long as Warburg Pincus is entitled to appoint a person to our Board of Directors, our Board of Directors (or a committee thereof consisting of non-employee directors) shall, if requested by Warburg Pincus, and to the extent then permitted under applicable law, use reasonable efforts to cause any acquisition from us of securities or disposition of securities to us to be exempt under Rule 16b-3 under the Exchange Act.

Indemnification of Directors and Officers

Our Articles and Bylaws will provide that we will indemnify each of our directors and officers to the fullest extent permitted by the Washington Business Corporation Act, including instances in which indemnification is otherwise discretionary under the law. We have entered into indemnification agreements with each of our directors and executive officers. We also maintain directors’ and officers’ liability insurance. For further information, see the section of this prospectus titled “Executive Compensation—Limitation on Liability; Indemnification of Directors and Officers.”

Policies and Procedures for Related Person Transactions

Our Audit Committee must review and approve any related person transactions. Pursuant to our written related person transactions policy to be effective upon the closing of this offering, all related persons are required to report to our Audit Committee any related person transaction prior to its completion. For purposes of this policy, a related person transaction means any transaction between us and a related person in which the aggregate amount involved exceeds $120,000 and in which a related person had, has, or will have a direct or indirect material interest. For purposes of this policy, a related person is a director, executive officer, nominee for director, or greater than 5% beneficial owner of our common stock, in each case since the beginning of the most recently completed fiscal year, and his or her immediate family members.

 

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PRINCIPAL SHAREHOLDERS

The following table sets forth information known to us regarding the beneficial ownership of our common stock as of March 31, 2018, as adjusted to reflect the shares of common stock to be issued and sold by us in this offering, for:

 

    each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our common stock;

 

    each of our named executive officers;

 

    each of our directors; and

 

    all executive officers and directors as a group.

We have determined beneficial ownership in accordance with the rules of the SEC. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially own, subject to community property laws where applicable. In computing the number of shares of our common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of our common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of March 31, 2018, or the measurement date. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

We have based percentage ownership of our common stock prior to this offering on 57,152,436 shares of our common stock outstanding as of the measurement date, which includes 50,888,014 shares of common stock resulting from the conversion of all outstanding shares of our preferred stock immediately prior to the closing of this offering. Percentage ownership of our common stock after this offering assumes our sale of                  shares of common stock in this offering and the issuance of                  shares of common stock upon the net exercise of warrants outstanding as of March 31, 2018, but no other transactions in our securities after the measurement date.

 

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Unless otherwise indicated below, the address of each beneficial owner listed in the table below is c/o Avalara, Inc., 255 South King Street, Suite 1800, Seattle, Washington 98104.

 

     Number of Shares
Beneficially
Owned Prior to
and After this Offering
     Percentage of Shares
Beneficially Owned
 

Name of Beneficial Owner

      Prior to the
Offering
    After the
Offering
 

Named Executive Officers and Directors:

       

Scott McFarlane(1)

     2,240,081        3.8  

William Ingram(2)

     355,309        *    

Pascal Van Dooren(3)

     333,445        *    

Marion Foote(4)

     530,812        *    

Edward Gilhuly(5)

     15,486,865        27.1  

Benjamin Goux(6)

     93,105        *    

Tami Reller(7)

     80,000        *    

Justin Sadrian(8)(9)

     13,999,989        24.5  

Rajeev Singh(10)

     20,000        *    

Chelsea Stoner(11)

     60,000        *    

Jared Vogt(12)

     1,277,185        2.2  

Gary Waterman(13)

     1,436,344        2.5  

All executive officers and directors as a group (13 persons)(5)(9)(14)

     36,148,933        60.6  

5% Shareholders:

       

Entities associated with Battery(15)

     5,685,744        9.9  

Entities associated with Sageview(5)

     15,486,865        27.1  

Entities associated with Warburg Pincus(9)

     13,959,989        24.4  

 

* Less than 1%.
(1)  Includes 1,444,511 shares and 1,416 shares issuable upon the exercise of options within 60 days of the measurement date held by Mr. McFarlane and by a member of Mr. McFarlane’s family, respectively, and a total of 96,666 shares held by members of Mr. McFarlane’s family. Mr. McFarlane disclaims beneficial ownership of all shares held by his family members.
(2)  Includes 354,995 shares issuable upon the exercise of options within 60 days of the measurement date.
(3)  Includes 333,445 shares issuable upon the exercise of options within 60 days of the measurement date.
(4)  Includes 60,000 shares issuable upon the exercise of warrants within 60 days of the measurement date.
(5)  Includes 12,819,273 shares held by Sageview Capital Master, L.P., or SCM, 1,657,407 shares held by Sageview Avalara Partners I, L.P., or SCAI, 935,185 shares held by Sageview Avalara Partners, L.P., or SCA, and 15,000 shares held by Sageview Capital LP, or SC, and 60,000 shares issuable upon the exercise of warrants within 60 days of the measurement date held by SC. The warrants were issued to Mr. Gilhuly for his board service. Pursuant to the terms of Mr. Gilhuly’s arrangement with SC and related entities, the warrants were transferred to SC. SC is investment adviser to SCM. Mr. Gilhuly and Scott M. Stuart are co-presidents of Sageview Capital MGP, LLC, which ultimately controls the general partner of SCM, SCAI, and SCA and in such capacity may be deemed to have shared voting and dispositive power over the shares held by SCM, SCAI, and SCA. Messrs. Gilhuly and Stuart are co-presidents of Sageview Management LLC, which ultimately controls the general partner of SC, and in such capacity may be deemed to have shared voting and dispositive power over the warrants held by SC. The address of the Sageview funds is 55 Railroad Avenue, First Floor, Greenwich, Connecticut 06830.
(6)  Includes 70,000 shares issuable upon the exercise of warrants within 60 days of the measurement date and 4,500 shares held by Mr. Goux as custodian for his children. Does not include 1,571,283 shares held by Pioneer Venture Partners LLC, or Pioneer. Mr. Goux is the Chief Financial Officer of and has an economic membership interest in Pioneer, but is not a managing member of Pioneer and does not have voting or dispositive power of the shares held by Pioneer.
(7)  Includes 50,000 shares issuable upon the exercise of warrants within 60 days of the measurement date.
(8)  Includes 40,000 shares issuable upon the exercise of warrants within 60 days of the measurement date.
(9)

Includes 13,262,002 shares held by Warburg Pincus Private Equity XI, L.P., or WPXI, which holds such shares through its subsidiary, WPXI Finance, LP, or WPXIF, and 697,987 shares held by Warburg Pincus XI Partners, L.P., or WPXI Partners, and together with WPXI, the WPXI Funds. WPXI GP, L.P., or WPXI GP, is the managing general partner of WPXIF. WPXI is the general partner of WPXI GP. Warburg Pincus XI, L.P., or WP XI GP, is the general partner of each of WPXI and WPXI Partners. WP Global LLC, or WP Global, is the general partner of WP XI GP. Warburg Pincus Partners II, L.P., or WPP II, is the managing member of WP Global. Warburg Pincus Partners GP LLC, or WPP GP LLC, is the general partner of WPP II. Warburg Pincus & Co., or WP, is the managing member of WPP GP LLC. Warburg Pincus LLC, or WP LLC, is the manager

 

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  of the WPXI Funds. Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to control the Warburg Pincus entities. Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the WPXI Funds entities. The business address of the Warburg Pincus entities is c/o 450 Lexington Avenue, New York, New York 10017. Mr. Sadrian, a director of the Company, is a Partner of WP and a Member and Managing Director of WP LLC. All shares indicated as owned by Mr. Sadrian are included because of his affiliation with the above-referenced Warburg Pincus entities. Mr. Sadrian disclaims beneficial ownership of all shares held by the Warburg Pincus entities.
(10)  Includes 20,000 shares issuable upon the exercise of warrants within 60 days of the measurement date.
(11)  Includes 60,000 shares issuable upon the exercise of warrants within 60 days of the measurement date.
(12)  Includes 162,500 shares issuable upon the exercise of options in each case within 60 days of the measurement date. Also includes 8,351 shares held by a family living trust for which Mr. Vogt is a co-trustee. Does not include 8,351 shares held by a custodian on behalf of a child of Mr. Vogt.
(13)  Includes 60,000 shares issuable upon the exercise of warrants within 60 days of the measurement date.
(14)  Includes 2,531,750 shares issuable upon the exercise of options and 420,000 shares issuable upon the exercise of warrants, in each case within 60 days of the measurement date. Also includes 1,416 shares issuable upon the exercise of options within 60 days of the measurement date held by a member of Mr. McFarlane’s family, a total of 96,666 shares held by members of Mr. McFarlane’s family, 4,500 shares held by Mr. Goux as custodian for his children, and 8,351 shares held by a family living trust for which Mr. Vogt is a co-trustee.
(15) Includes 5,629,457 shares held by Battery Ventures IX, L.P., or BVIX, and 56,287 shares held by Battery Investment Partners IX, LLC, or BIPIX. The sole general partner of BVIX is Battery Partners IX, LLC, or BPIX. The sole managing member of BIPIX is BPIX. BPIX’s investment adviser is Battery Management Corp., or together with BPIX, the Battery Companies. The managing members and officers of the Battery Companies who share voting and dispositive power with respect to such shares are Neeraj Agrawal, Michael Brown, Thomas J. Crotty, Jesse Feldman, Richard D. Frisbie, Kenneth P. Lawler, Roger H. Lee, R. David Tabors, and Scott R. Tobin. The address of each of these entities is One Marina Park Drive, Suite 1100, Boston, Massachusetts 02210.

 

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DESCRIPTION OF CAPITAL STOCK

General

The following description summarizes certain terms of our capital stock, as they are expected to be in effect upon the closing of this offering. This summary does not purport to be complete and is qualified by reference to the provisions of our Articles, Bylaws, and Rights Agreement, which are filed as exhibits to the registration statement of which this prospectus forms a part, and to the applicable provisions of Washington law.

Immediately following the closing of this offering, our authorized capital stock will consist of 600,000,000 shares of common stock, $0.0001 par value per share, and 20,000,000 shares of undesignated preferred stock, $0.0001 par value per share.

Assuming (1) the conversion of all outstanding shares of our preferred stock on a 2-to-1 basis into 50,888,014 shares of our common stock immediately prior to the closing of this offering, as of March 31, 2018, and (2) the issuance of              shares of our common stock upon the net exercise of warrants that will terminate if not exercised in connection with this offering, there were                  shares of our common stock outstanding, held by 390 shareholders of record, and no shares of our preferred stock outstanding as of March 31, 2018. Our Board of Directors is authorized to issue additional shares of our capital stock without shareholder approval. As of March 31, 2018, we also had outstanding options to acquire 11,213,733 shares of our common stock held by employees, directors, and consultants, with a weighted average exercise price of $10.99 per share.

Common Stock

Dividend Rights

Subject to the prior or preferential rights of holders of our preferred stock outstanding at the time, holders of our common stock are entitled to receive dividends, if any, as may be declared from time to time by our Board of Directors out of legally available funds. We have never declared or paid cash dividends on any of our capital stock and currently do not anticipate paying any cash dividends in the foreseeable future. See the section of this prospectus titled “Dividend Policy” for additional information.

Voting Rights

Each share of our common stock entitles its holder to one vote on all matters voted on by the shareholders, including the election of directors. We have not provided for cumulative voting for the election of directors in our Articles. Our Articles establish a classified Board of Directors that is divided into three classes with staggered three-year terms. Only the directors in one class will be subject to election at each annual meeting of shareholders, with the directors in other classes continuing for the remainder of their three-year terms.

Right to Receive Liquidation Distributions

Subject to the prior or preferential rights of holders of our preferred stock outstanding at the time, in the event of our liquidation, dissolution, or winding up, holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to shareholders.

Rights and Preferences

Holders of our common stock have no preemptive or conversion rights, and there are no redemption or sinking fund provisions applicable to our common stock.

 

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Preferred Stock

As of March 31, 2018, there were 101,776,205 shares of our preferred stock outstanding held by 126 shareholders of record. Subject to compliance with our amended and restated articles of incorporation as in effect prior to this offering, all outstanding shares of our preferred stock will convert on a 2-to-1 basis into shares of our common stock immediately prior to the closing of this offering, pursuant to either (A) the conversion of such shares based on the size of this offering or (B) the written consent by the holders of a majority of the then-outstanding shares of our preferred stock, voting together as a single class, provided, that (1) the conversion of the Series B and Series B-1 preferred stock shall require the written consent or agreement of the holders of a majority of the then-outstanding shares of Series B and Series B-1 preferred stock, voting together as a single class, which majority shall include the approval of Sageview Capital Master, L.P. if Sageview holds at least 9,090,909 shares of Series B-1 Preferred Stock; (2) the conversion of the Series C and Series C-1 preferred stock shall require the written consent or agreement of the holders of a majority of the then-outstanding shares of Series C and Series C-1 preferred stock, voting together as a single class; (3) the conversion of the Series D-1 preferred stock shall require the written consent or agreement of the holders of a majority of the then-outstanding shares of Series D-1 preferred stock, voting together as a separate class; and (4) the conversion of the Series D-2 preferred stock shall require the written consent or agreement of the holders of a majority of the then-outstanding shares of Series D-2 preferred stock, voting together as a separate class.

Upon the closing of this offering, our Board of Directors will have the authority, without further action by our shareholders, to issue up to 20,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges, and restrictions thereof. These rights, preferences, and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms, and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of common stock. The issuance of preferred stock by us could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock by us could have the effect of delaying, deferring, or preventing a change in control of our company or other corporate action. Upon the closing of this offering, no shares of preferred stock will be outstanding, and we have no present plan to issue any shares of preferred stock.

Stock Options

As of March 31, 2018, there were 11,213,733 shares of our common stock issuable upon exercise of outstanding stock options pursuant to the 2006 Plan and the Taxcient Plan with a weighted average exercise price of $10.99 per share.

Warrants

As of March 31, 2018, there were 570,000 shares of our common stock issuable upon the exercise of warrants with a weighted average exercise price of $10.15 per share. These warrants will be automatically net exercised in connection with this offering if not previously exercised.

Registration Rights

Immediately upon the closing of this offering, the holders of an aggregate of                      shares of our common stock, including shares of common stock issuable upon the conversion of our preferred stock and shares of common stock issuable upon the net exercise of warrants that will terminate if not

 

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exercised in connection with this offering, or their permitted transferees, will be entitled to rights, subject to some conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or our shareholders. We refer to these shares as “registrable securities.” These rights are provided under the terms of the Rights Agreement and include demand registration rights, short form registration rights and piggyback registration rights.

These registration rights will terminate:

 

    the later of five years following the closing of this offering and September 12, 2024;

 

    with respect to any holder of registrable securities holding, together with its affiliates, less than 1% of our outstanding capital stock following this offering, when such holder is able to sell all of its registrable securities during a three-month period without registration in compliance with Rule 144 of the Securities Act (assuming for this purpose that any holder of at least 250,000 shares of registrable securities as of September 12, 2016 is an “affiliate” within the meaning of Rule 144); or

 

    upon (1) a sale, lease, transfer, or other disposition of all or substantially all of our assets taken as a whole, or (2) the acquisition of shares of our capital stock representing a majority of our combined ordinary voting power by any person or entity, or any “group” as defined in Regulation 13D under the Exchange Act, by means of any transaction or series of related transactions, including, without limitation, any reorganization, merger or consolidation, but excluding (a) any bona fide financing transaction, the proceeds of which are not intended to be used by us to purchase, redeem, or otherwise acquire for value any of our capital stock or other equity securities, or (b) any reorganization, merger, or consolidation involving us or one of our subsidiaries in which the shares of our capital stock outstanding immediately prior to such transaction continue to represent, or are converted into or exchanged for, shares of capital stock that continue to represent, immediately following such transaction, a majority of the combined ordinary voting power of the outstanding capital stock of the surviving or resulting corporation, or if the surviving or resulting corporation is a wholly-owned subsidiary of another corporation immediately following such transaction, of the parent corporation of the surviving or resulting corporation.

We will pay the registration expenses (other than underwriting discounts, selling commissions, and stock transfer taxes) in connection with the registrations described below, including the reasonable fees and disbursements of one counsel for participating holders of registrable securities. In an underwritten offering, the underwriters have the right to limit the number of shares registered by these holders for marketing reasons, subject to certain limitations. In connection with the closing of this offering, substantially all holders of registrable securities have agreed or will agree not to sell or otherwise dispose (or are otherwise subject to contractual limitations that they will not sell or otherwise dispose) of any securities without the prior written consent of the underwriters for a period of 180 days after the date of this prospectus, subject to certain terms and conditions. For additional information, see the section of this prospectus titled “Shares Eligible for Future Sale—Lock-Up Agreements.”

Demand Registration Rights

At any time, either the holders of at least 25% of the then outstanding registrable securities or Warburg Pincus Private Equity XI, L.P. can request that we register the offer and sale of at least 25% of the then outstanding registrable securities (or a lesser percentage if the anticipated aggregate offering price of such shares, net of any underwriters’ discounts, selling commissions, stock transfer taxes, and certain selling holder legal fees, is greater than $15 million). We are not required to effect more than four demand registrations. If we determine that it would be materially detrimental to us and our shareholders to effect a demand registration, we have the right to defer such registration, not more

 

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than once in any 12-month period, for a period of up to 90 days, provided that we do not register any of our securities or those of any other shareholder during such 90-day period, other than with respect to a registration related to a company stock plan, a registration related to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of registrable securities or a registration in which the only common stock being registered is common stock issuable upon conversion of debt securities that are also being registered. Additionally, we are not required to effect a demand registration during the period beginning with the date 60 days prior to our good faith estimate of the date of filing, and ending 180 days following the effectiveness of a registration statement relating to the initial public offering of our securities, provided that we are actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.

Piggyback Registration Rights

After the closing of this offering, if we propose to register the offer and sale of any of our securities under the Securities Act in connection with the public offering of such securities, the holders of registrable securities will be entitled to certain “piggyback” registration rights allowing such holders to include their shares in such registration, subject to certain limitations. As a result, whenever we propose to file a registration statement under the Securities Act, other than with respect to a registration related to a company stock plan, a registration related to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of registrable securities or a registration in which the only common stock being registered is common stock issuable upon conversion of debt securities that are also being registered, the holders of these shares are entitled to notice of the registration and have the right to include their shares in the registration.

Form S-3 Registration Rights

The holders of our registrable securities may make a written request that we register the offer and sale of their shares on Form S-3 if we are eligible to file a registration statement on Form S-3, so long as the sale of securities registered pursuant to such request would result in an aggregate price to the public (net of any underwriters’ discounts, selling commissions, stock transfer taxes, and certain selling holder legal fees) of at least $1.0 million. If we determine that it would be materially detrimental to us and our shareholders to effect a demand registration, we have the right to defer such registration, not more than once in any 12-month period, for a period of up to 90 days, provided that we do not register any of our securities or those of any other shareholder during such 90-day period, other than with respect to a registration related to a company stock plan, a registration related to a corporate reorganization, or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of registrable securities or a registration in which the only common stock being registered is common stock issuable upon conversion of debt securities that are also being registered.

Anti-Takeover Provisions

Washington Anti-Takeover Law

Washington law imposes restrictions on some transactions between a corporation and significant shareholders. Chapter 23B.19 of the Washington Business Corporation Act generally prohibits a target corporation from engaging in specified “significant business transactions” with an “acquiring person.” This statute could prohibit or delay the accomplishment of mergers or other takeover or change in

 

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control attempts with respect to us and, accordingly, may discourage unsolicited attempts to acquire us. An “acquiring person” is generally defined as a person or group of persons that beneficially owns the voting shares entitled to cast votes comprising 10% or more of the voting power of the target corporation. The target corporation may not engage in “significant business transactions,” as defined in Chapter 23B.19, for a period of five years after the date of the transaction in which the person became an acquiring person, unless (1) the significant business transaction or the acquiring person’s purchase of shares was approved by a majority of the members of the target corporation’s board of directors prior to the share acquisition causing the person to become an “acquiring person,” or (2) the significant business transaction was both approved by the majority of the members of the target corporation’s board and authorized at a shareholder meeting by at least two-thirds of the votes entitled to be cast by the outstanding voting shares (excluding the acquiring person’s shares or shares over which the acquiring person has voting control) at or subsequent to the acquiring person’s share acquisition. “Significant business transactions” include, among other things:

 

    a merger or share exchange with, disposition of assets to, or issuance or redemption of stock to or from, the acquiring person;

 

    a termination of 5% or more of the employees of the target corporation employed in the State of Washington as a result of the acquiring person’s acquisition of 10% or more of the shares, whether at one time or over the five-year period following the share acquisition;

 

    a transaction in which the acquiring person is allowed to receive a disproportionate benefit as a shareholder; or

 

    liquidating or dissolving the target corporation.

After the five-year period, a “significant business transaction” may occur, as long as it complies with “fair price” provisions specified in the statute or is approved at a meeting of shareholders by a majority of the votes entitled to be counted within each voting group entitled to vote separately on the transaction, not counting the votes of shares as to which the acquiring person has beneficial ownership or voting control. A corporation may not “opt out” of this statute.

Amended and Restated Articles of Incorporation and Amended and Restated Bylaws

Upon the closing of this offering, our Articles and Bylaws will include a number of provisions that may have the effect of deterring takeovers or delaying or preventing changes in control or changes in our management that a shareholder might deem to be in the shareholder’s best interest. These provisions include the following:

 

    our Board of Directors may issue up to 20,000,000 shares of preferred stock, with any rights or preferences as it may designate;

 

    our Articles and Bylaws provide (1) for the division of our Board of Directors into three classes, as nearly equal in number as possible, with the directors in each class serving for three-year terms, and one class being elected each year by our shareholders, (2) that a director may only be removed from the Board of Directors for cause by the affirmative vote of our shareholders, (3) that vacancies on our Board of Directors may be filled only by the Board of Directors, and (4) that only our Board of Directors may change the size of our Board of Directors, which provisions together generally make it more difficult for shareholders to replace a majority of our Board of Directors;

 

    Washington law, our Articles, and Bylaws limit the ability of shareholders from acting by written consent by requiring unanimous written consent for shareholder action to be effective;

 

    our Articles and Bylaws limit who may call a special meeting of shareholders to only our Board of Directors, chairperson of our Board of Directors, chief executive officer, or president;

 

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    our Bylaws provide that shareholders seeking to present proposals before a meeting of shareholders or to nominate candidates for election as directors at a meeting of shareholders must provide timely advance written notice to us in writing, and specify requirements as to the form and content of a shareholder’s notice, which may preclude shareholders from bringing matters before a meeting of shareholders or from making nominations for directors at a meeting of shareholders;

 

    our Articles do not provide for cumulative voting for our directors, which may make it more difficult for shareholders owning less than a majority of our capital stock to elect any members to our Board of Directors; and

 

    our Articles and Bylaws provide that shareholders can amend or repeal the Bylaws only by the affirmative vote of the holders of at least two-thirds of the outstanding voting power of our capital stock entitled to vote generally in the election of directors, voting together as a single group.

Additionally, unless approved by a majority of our “continuing directors,” as that term is defined in our Articles, specified provisions of our Articles may not be amended or repealed without the affirmative vote of the holders of at least two-thirds of the outstanding voting power of our capital stock entitled to vote on the action, voting together as a single group, including the following provisions:

 

    those providing that shareholders can amend or repeal the Bylaws only by the affirmative vote of the holders of at least two-thirds of the outstanding voting power of our capital stock entitled to vote generally in the election of directors, voting together as a single group;

 

    those providing for the division of our Board of Directors into three classes, as nearly equal in number as possible, with the directors in each class serving for three-year terms, and one class being elected each year by our shareholders;

 

    those providing that a director may only be removed from the Board of Directors for cause by the affirmative vote of our shareholders;

 

    those providing that vacancies on our Board of Directors may be filled only by the affirmative vote of a majority of the directors then in office or by the sole remaining director;

 

    those providing that only our Board of Directors may change the size of our Board of Directors;

 

    those requiring the affirmative vote of the holders of at least two-thirds of the outstanding voting power of our capital stock entitled to vote on the action, voting together as a single group, to amend or repeal specified provisions of our Articles; and

 

    those that limit who may call a special meeting of shareholders to only our Board of Directors, chairperson of our Board of Directors, chief executive officer or president.

Transfer Agent and Register

The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC. The transfer agent and registrar’s address is 6201 15th Avenue, Brooklyn, NY 11219 and its telephone number is (800) 937-5449. Our shares of common stock will be issued in uncertificated form only, subject to limited exceptions.

Listing

We intend to apply to list our common stock on the New York Stock Exchange, under the symbol “AVLR.”

 

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has not been a public market for shares of our common stock. Future sales of substantial amounts of shares of our common stock, including shares issued upon the exercise or settlement of options and warrants or the vesting of restricted stock units, in the public market after this offering, or the possibility of these sales occurring, could cause the prevailing market price for our common stock to fall or impair our ability to raise equity capital in the future. As described below, only a limited number of shares of our common stock will be available for sale shortly after this offering due to contractual and legal restrictions on resale. Nevertheless, sales of our common stock in the public market after such restrictions lapse, or the perception that those sales may occur, could adversely affect the prevailing market price at such time and our ability to raise equity capital in the future.

Following the closing of this offering, based on the number of shares of our capital stock outstanding as of March 31, 2018, and assuming the issuance of                  shares of common stock upon the net exercise of warrants that will terminate if not exercised in connection with this offering, but assuming no other exercise or settlement of outstanding options or warrants, we will have an aggregate of                  shares of common stock outstanding. Of these outstanding shares, all shares of common stock to be sold in this offering, plus up to an additional                  shares if the underwriters exercise their option to purchase additional shares in full, will be freely tradable in the public market without restriction or further registration under the Securities Act, unless the shares are held by any of our “affiliates,” as that term is defined in Rule 144 of the Securities Act.

The remaining                  shares of our common stock outstanding after this offering are “restricted securities,” as such term is defined in Rule 144 under the Securities Act. These shares were issued and sold by us in private transactions and are eligible for public sale only if registered under the Securities Act or sold in accordance with an exemption from registration, such as Rule 144 or Rule 701 under the Securities Act, each of which is discussed below. Holders of substantially all of our equity securities have entered into lock-up agreements or other contractual limitations with the underwriters or with us under which they have agreed, subject to specific exceptions, not to sell any of our stock for a period of time following the date of this prospectus, as described below. Subject to these agreements, the provisions of our Rights Agreement described under section of this prospectus titled “Description of Capital Stock—Registration Rights,” the applicable conditions of Rule 144 or Rule 701, and our insider trading policy, these restricted securities will be eligible for sale in the public market from time to time beginning 181 days after the date of this prospectus.

Lock-Up Agreements

We and all of our directors, executive officers, and the holders of substantially all shares of our common stock have agreed that, without the prior written consent of the representatives of the underwriters, we and they will not sell or otherwise transfer shares of our common stock for a period of 180 days after the date of this prospectus, subject to certain exceptions. As a result of these contractual restrictions, shares of our common stock subject to lock-up agreements will not be eligible for future sale until these agreements expire or the underwriters waive or release the shares of our common stock from these restrictions.

In addition, we have entered into agreements with substantially all of our security holders that contain market stand-off provisions imposing restrictions on the ability of such security holders to offer, sell, or transfer our equity securities for a period of 180 days following the date of this prospectus.

Following the lock-up period, all of the shares of our common stock that are restricted securities or are held by our affiliates as of the date of this prospectus will be eligible for resale in the United States only if they are registered for resale under the Securities Act or an exemption from registration, such as Rule 144, is available.

 

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Rule 144

In general, under Rule 144 as currently in effect, once we have been subject to the public company reporting requirements of Section 13 or Section 15(d) of the Exchange Act for at least 90 days, a person who is not deemed to have been one of our affiliates for purposes of the Securities Act at any time during the three months preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates, is entitled to sell those shares without complying with the manner of sale, volume limitation, or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then that person would be entitled to sell those shares without complying with any of the requirements of Rule 144.

In general, under Rule 144, as currently in effect, and upon expiration of the lock-up agreements described above, our affiliates or persons selling shares on behalf of our affiliates are entitled to sell within any three-month period, a number of shares that does not exceed the greater of:

 

    1% of the number of shares of our common stock then outstanding, which will equal approximately                  shares immediately after this offering assuming no exercise by the underwriters of their option to purchase additional shares of common stock from us in this offering; or

 

    the average weekly trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to that sale;

provided, in each case, that we have been subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale. Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 701

Rule 701 generally allows a shareholder who purchased shares of our common stock pursuant to a written compensatory plan or contract and who is not deemed to have been an affiliate of our company during the immediately preceding 90 days to sell these shares in reliance upon Rule 144, but without being required to comply with the public information, holding period, volume limitation, or notice provisions of Rule 144. Rule 701 also permits our affiliates to sell shares of our common stock under Rule 144 without complying with the holding period requirements of Rule 144. Most of our employees, executive officers, directors, or consultants who purchased shares under a written compensatory plan or contract may be entitled to rely on the resale provisions of Rule 701, but all holders of shares of our common stock are required to wait until 90 days after the date of this prospectus before selling their shares pursuant to Rule 701. However, substantially all of our shares of our common stock that may be resold under Rule 701 are subject to lock-up agreements as described in the section of this prospectus titled “Underwriting” and will not become eligible for sale until the expiration of those agreements.

Registration Rights

On the date beginning 180 days after the date of this prospectus, the holders of approximately                      shares of our common stock (which includes shares of common stock issuable upon the conversion of our preferred stock and shares of common stock issuable upon the net exercise of warrants that will terminate if not exercised in connection with this offering), or their transferees, will be

 

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entitled to certain rights with respect to the registration of those shares under the Securities Act. Registration of these shares under the Securities Act would result in these shares becoming fully tradable without restriction under the Securities Act immediately upon the effectiveness of the registration, except for shares purchased by affiliates. For additional information, see the section of this prospectus titled “Description of Capital Stock—Registration Rights.”

Equity Incentive Plans

Following the closing of this offering, we intend to file a registration statement on Form S-8 under the Securities Act to register shares of our common stock issued or reserved for issuance under our under our equity compensation plans and agreements. The registration statement on Form S-8 will become effective immediately upon filing, and shares covered by such registration statement will thereupon be eligible for sale in the public markets, subject to vesting restrictions, the lock-up agreements described above and Rule 144 limitations applicable to affiliates. For additional information, see the section of this prospectus titled “Executive Compensation—Employee Benefit and Stock Plans.”

 

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MATERIAL U.S. FEDERAL INCOME AND ESTATE TAX CONSEQUENCES FOR

NON-U.S. HOLDERS

The following summary describes the material U.S. federal income and estate tax consequences of the acquisition, ownership, and disposition of our common stock acquired in this offering by Non-U.S. Holders (as defined below). This discussion does not address all aspects of U.S. federal income and estate taxes and does not deal with state, local, or non-U.S. tax consequences that may be relevant to Non-U.S. Holders in light of their particular circumstances, nor does it address U.S. federal tax consequences other than income and estate taxes. Special rules different from those described below may apply to certain Non-U.S. Holders that are subject to special treatment under the Code such as financial institutions, insurance companies, tax-exempt organizations, broker-dealers and traders in securities, U.S. expatriates, “controlled foreign corporations,” “passive foreign investment companies,” corporations that accumulate earnings to avoid U.S. federal income tax, persons that hold our common stock as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security,” or integrated investment or other risk reduction strategy, partnerships and other pass-through entities and investors in such pass-through entities, or entities that are treated as disregarded entities for U.S. federal income tax purposes (regardless of their places of organization or formation). Such Non-U.S. Holders are urged to consult their own tax advisors to determine the U.S. federal, state, local, and other tax consequences that may be relevant to them. Furthermore, the discussion below is based upon the provisions of the Code, and U.S. Treasury regulations, rulings, and judicial decisions thereunder as of the date hereof, and such authorities may be repealed, revoked, or modified, perhaps retroactively, so as to result in U.S. federal income and estate tax consequences different from those discussed below. We have not requested a ruling from the U.S. Internal Revenue Service, or IRS, with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions. This discussion assumes that the Non-U.S. Holder holds our common stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment).

The following discussion is for general information only and is not tax advice. Persons considering the purchase of our common stock pursuant to this offering should consult their own tax advisors concerning the U.S. federal income and estate tax consequences of acquiring, owning, and disposing of our common stock in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction, including any state, local, or non-U.S. tax consequences or any U.S. federal tax consequences other than income and estate taxes.

For the purposes of this discussion, a “Non-U.S. Holder” is, for U.S. federal income tax purposes, a beneficial owner of common stock that is not a U.S. Holder. A “U.S. Holder” means a beneficial owner of our common stock that is for U.S. federal income tax purposes (1) an individual who is a citizen or resident of the United States, (2) a corporation or other entity treated as a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (4) a trust if it (a) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. If you are an individual, you may be deemed to be a resident alien, as opposed to a nonresident alien, by virtue of being present in the United States for at least 31 days in the calendar year and for an aggregate of at least 183 days during a three-year period ending in the current calendar year. For these purposes, all the days present in the current year, one-third of the days present in the immediately preceding year, and one-sixth of the days present in the second preceding year are counted. Also, partnerships or other entities that are treated as partnerships for U.S. federal income tax purposes (regardless of their place of organization or formation) and entities that are treated as

 

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disregarded entities for U.S. federal income tax purposes (regardless of their place of organization or formation) are not addressed by this discussion and are, therefore, not considered to be Non-U.S. Holders for the purposes of this discussion.

Distributions

Subject to the discussion below, distributions, if any, made on our common stock to a Non-U.S. Holder of our common stock to the extent made out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles) generally will constitute dividends for U.S. tax purposes and will be subject to withholding tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. To obtain a reduced rate of withholding under an income tax treaty, a Non-U.S. Holder generally will be required to provide us with a properly executed IRS Form W-8BEN, Form W-8BEN-E, or other appropriate form, certifying the Non-U.S. Holder’s entitlement to benefits under that treaty. In the case of a Non-U.S. Holder that is an entity, U.S. Treasury regulations and the relevant tax treaty provide rules to determine whether, for purposes of determining the applicability of a tax treaty, dividends will be treated as paid to the entity or to those holding an interest in that entity. If a Non-U.S. Holder holds stock through a financial institution or other agent acting on the holder’s behalf, the holder will be required to provide appropriate documentation to such agent. The holder’s agent will then be required to provide certification to us or our paying agent, either directly or through other intermediaries. If you are eligible for a reduced rate of U.S. federal withholding tax under an income tax treaty, you should consult with your own tax advisor to determine if you are able to obtain a refund or credit of any excess amounts withheld by timely filing an appropriate claim for a refund with the IRS.

We generally are not required to withhold tax on dividends paid to a Non-U.S. Holder that are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment that such holder maintains in the United States) if a properly executed IRS Form W-8ECI, stating that the dividends are so connected, is furnished to us (or, if stock is held through a financial institution or other agent, to such agent). In general, such effectively connected dividends will be subject to U.S. federal income tax, on a net income basis at the regular graduated rates, unless a specific income tax treaty exemption applies. A corporate Non-U.S. Holder receiving effectively connected dividends may also be subject to an additional “branch profits tax,” which is imposed, under certain circumstances, at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on the corporate Non-U.S. Holder’s effectively connected earnings and profits, subject to certain adjustments.

To the extent distributions on our common stock, if any, exceed our current and accumulated earnings and profits, they will first reduce your adjusted basis in our common stock as a non-taxable return of capital, but not below zero, and then any excess will be treated as gain and taxed in the same manner as gain realized from a sale or other disposition of common stock as described under the heading “Gain on Disposition of Our Common Stock,” below.

Gain on Disposition of Our Common Stock

Subject to the discussion below regarding backup withholding and foreign accounts, a Non-U.S. Holder generally will not be subject to U.S. federal income tax with respect to gain realized on a sale or other disposition of our common stock unless (1) the gain is effectively connected with a trade or business of such holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment that such holder maintains in the United States), (2) the Non-U.S. Holder is a nonresident alien individual and is present in the United States for 183 or more days in the taxable year of the disposition and certain other conditions are met, or (3) we are or have

 

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been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code at any time within the shorter of the five-year period preceding such disposition or such holder’s holding period.

If you are a Non-U.S. Holder described in (1) above, you will be required to pay tax on the net gain derived from the sale at regular graduated U.S. federal income tax rates, unless a specific income tax treaty exemption applies, and corporate Non-U.S. Holders described in (1) above may be subject to the additional branch profits tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. If you are an individual Non-U.S. Holder described in (2) above, you will be required to pay a flat 30% tax on the gain derived from the sale, or such reduced rate as is specified by an applicable income tax treaty, which gain may be offset by U.S. source capital losses (even though you are not considered a resident of the United States). With respect to (3) above, in general, we would be a United States real property holding corporation if interests in U.S. real estate comprised (by fair market value) at least half of our assets. We believe that we are not, and do not anticipate becoming, a United States real property holding corporation; however, there can be no assurance that we will not become a U.S. real property holding corporation in the future. Even if we are treated as a U.S. real property holding corporation, gain realized by a Non-U.S. Holder on a disposition of our common stock will not be subject to U.S. federal income tax so long as (1) the Non-U.S. Holder owned, directly, indirectly, and constructively, no more than 5% of our common stock at all times within the shorter of (a) the five-year period preceding the disposition or (b) the holder’s holding period and (2) our common stock is regularly traded on an established securities market. There can be no assurance that our common stock will continue to qualify as regularly traded on an established securities market.

Information Reporting Requirements and Backup Withholding

Generally, we or certain financial middlemen must report information to the IRS with respect to any dividends we pay on our common stock including the amount of any such dividends, the name and address of the recipient, and the amount, if any, of tax withheld. A similar report is sent to the holder to whom any such dividends are paid. Pursuant to tax treaties or certain other agreements, the IRS may make its reports available to taxing authorities in the recipient’s country of residence.

Dividends paid by us (or our paying agents) to a Non-U.S. Holder may also be subject to U.S. backup withholding. U.S. backup withholding generally will not apply to a Non-U.S. Holder who provides a properly executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or otherwise establishes an exemption.

Under current U.S. federal income tax law, U.S. information reporting and backup withholding requirements generally will apply to the proceeds of a disposition of our common stock effected by or through a U.S. office of any broker, U.S. or non-U.S., except that information reporting and such requirements may be avoided if the holder provides a properly executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or otherwise meets documentary evidence requirements for establishing Non-U.S. Holder status or otherwise establishes an exemption. Generally, U.S. information reporting and backup withholding requirements will not apply to a payment of disposition proceeds to a Non-U.S. Holder where the transaction is effected outside the United States through a non-U.S. office of a non-U.S. broker. Information reporting and backup withholding requirements may, however, apply to a payment of disposition proceeds if the broker has actual knowledge, or reason to know, that the holder is, in fact, a U.S. person. For information reporting purposes, certain brokers with substantial U.S. ownership or operations generally will be treated in a manner similar to U.S. brokers.

Backup withholding is not an additional tax. Any amounts withheld from a payment to a holder of common stock under the backup withholding rules can be credited against any U.S. federal income tax liability of the holder and may entitle the holder to a refund, provided that the required information is furnished to the IRS in a timely manner.

 

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Foreign Accounts

A U.S. federal withholding tax of 30% may apply on dividends and, after December 31, 2018, the gross proceeds of a disposition of our common stock paid to a foreign financial institution (as specifically defined by applicable rules) unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. taxing authorities substantial information regarding U.S. account holders of such institution (which includes certain equity holders of such institution, as well as certain account holders that are foreign entities with U.S. owners). This U.S. federal withholding tax of 30% will also apply on dividends and, after December 31, 2018, the gross proceeds of a disposition of our common stock paid to a non-financial foreign entity unless such entity provides the withholding agent with either a certification that it does not have any substantial direct or indirect U.S. owners or provides information regarding direct and indirect U.S. owners of the entity. The withholding tax described above will not apply if the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from the rules. Under certain circumstances, a Non-U.S. Holder might be eligible for refunds or credits of such taxes. Holders are encouraged to consult with their own tax advisors regarding the possible implications of the legislation on their investment in our common stock.

Federal Estate Tax

An individual Non-U.S. Holder who is treated as the owner of, or has made certain lifetime transfers of, an interest in our common stock will be required to include the value thereof in his or her gross estate for U.S. federal estate tax purposes, and may be subject to U.S. federal estate tax unless an applicable estate tax treaty provides otherwise, even though such individual was not a citizen or resident of the United States at the time of his or her death.

THE PRECEDING DISCUSSION OF MATERIAL U.S. FEDERAL INCOME AND ESTATE TAX CONSEQUENCES IS FOR GENERAL INFORMATION ONLY. IT IS NOT TAX ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF PURCHASING, HOLDING, AND DISPOSING OF OUR COMMON STOCK, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE LAW, AS WELL AS TAX CONSEQUENCES ARISING UNDER ANY STATE, LOCAL, OR NON-U.S. LAW, OR U.S. FEDERAL TAX LAW OTHER THAN INCOME AND ESTATE TAX LAW.

 

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UNDERWRITING

We and the underwriters named below will enter into an underwriting agreement with respect to the shares of our common stock being offered. Subject to certain conditions, each underwriter will severally agree to purchase the number of shares indicated in the following table. Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are the representatives of the underwriters.

 

Name

   Number of
Shares
 

Goldman Sachs & Co. LLC

  

J.P. Morgan Securities LLC

  

Merrill Lynch, Pierce, Fenner & Smith

                   Incorporated

  

JMP Securities LLC

  

KeyBanc Capital Markets Inc.

  

Stifel, Nicolaus & Company, Incorporated

  
  

 

 

 

Total

  
  

 

 

 

The underwriters will be committed to take and pay for all of the shares of our common stock being offered, if any are taken, other than the shares of our common stock covered by the option described below unless and until this option is exercised.

The underwriters will have an option to buy up to an additional                  shares of our common stock from us. They may exercise this option for 30 days. If any shares of our common stock are purchased pursuant to this option, the underwriters will severally purchase shares of our common stock in approximately the same proportion as set forth in the table above.

The following table shows the per share and the total underwriting discount to be paid to the underwriters by us. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares of our common stock.

 

     No Exercise      Full Exercise  

Per Share

   $                   $               

Total

   $      $  

Shares of our common stock sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares of our common stock sold by the underwriters to securities dealers may be sold at a discount of up to $        per share from the initial public offering price. After the initial offering of the shares of our common stock, the representatives may change the offering price and the other selling terms. The offering of the shares of our common stock by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

We and our executive officers, directors, and holders of substantially all of our capital stock have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge (or are otherwise subject to contractual limitations that they will not otherwise transfer) any of our capital stock or securities convertible into or exchangeable for shares of our capital stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus without the prior written consent of Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC.

See the section of this prospectus titled “Shares Eligible for Future Sale” for a discussion of certain transfer restrictions.

 

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Prior to this offering, there has been no public market for the shares of our common stock. The initial public offering price will be negotiated between us and the representatives. Among the factors considered in determining the initial public offering price of the shares of our common stock, in addition to prevailing market conditions, were our historical performance, estimates of our business potential and earnings prospects, an assessment of our management and the consideration of the above factors in relation to market valuation of companies in related businesses.

We intend to apply to list our common stock on the New York Stock Exchange under the symbol “AVLR.”

In connection with this offering, the underwriters may purchase and sell shares of our common stock in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering, and a short position represents the amount of such shares that have not been covered by subsequent purchases. A “covered short position” is a short position that is not greater than the amount of additional shares for which the underwriters’ option described above may be exercised. The underwriters may close out any covered short position by either exercising their option to purchase additional shares of our common stock or purchasing shares in the open market. In determining the source of shares of our common stock to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the option described above. “Naked” short sales are any short sales that create a short position greater than the amount of additional shares for which the option described above may be exercised. The underwriters must close out any naked short position by purchasing shares of our common stock in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of our common stock made by the underwriters in the open market prior to the closing of this offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares of our common stock sold by or for the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of our common stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of our common stock. As a result, the price of our common stock may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued at any time. These transactions may be effected on the New York Stock Exchange, in the over-the-counter market or otherwise.

The underwriters do not expect sales to discretionary accounts to exceed 5% of the total number of securities offered.

We estimate that our share of the total expenses of the offering, excluding the underwriting discount, will be approximately $        million, which includes up to $        of expenses payable to the underwriters for certain FINRA-related expenses.

We will agree to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act.

 

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The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing, and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us and for other companies with which we have entered or may enter into transactions, for which such underwriters or their affiliates received or will receive customary fees and expenses.

In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of us. The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive, each, a Relevant Member State, an offer to the public of our shares of our common stock may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of our shares of our common stock may be made at any time under the following exemptions under the Prospectus Directive:

 

  (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;

 

  (b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the representatives for any such offer; or

 

  (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of shares of our common stock shall result in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to the public” in relation to our shares of common stock in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and our shares of our common stock to be offered so as to enable an investor to decide to purchase our shares of our common stock, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measure in the Relevant Member State.

This European Economic Area selling restriction is in addition to any other selling restrictions set out below.

United Kingdom

In the United Kingdom, this prospectus is only addressed to and directed as qualified investors who are (a) investment professionals falling within Article 19(5) of the Financial Services and Markets

 

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Act 2000 (Financial Promotion) Order 2005, or the Order; or (b) high net worth entities and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this prospectus relates is available only to relevant persons and will only be engaged with relevant persons. Any person who is not a relevant person should not act or relay on this prospectus or any of its contents.

Canada

The securities may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions, and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption form, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this offering memorandum (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Hong Kong

The shares may not be offered or sold in Hong Kong by means of any document other than (a) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong, or the Companies (Winding Up and Miscellaneous Provisions) Ordinance, or which do not constitute an invitation to the public within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong), or the Securities and Futures Ordinance, or (b) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder, or (c) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and no advertisement, invitation, or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” in Hong Kong as defined in the Securities and Futures Ordinance and any rules made thereunder.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for

 

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subscription or purchase, whether directly or indirectly, to persons in Singapore other than (a) to an institutional investor (as defined under Section 4A of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA) under Section 274 of the SFA, (b) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for six months after that corporation has acquired the shares under Section 275 of the SFA except: (i) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (ii) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (iii) where no consideration is or will be given for the transfer, (iv) where the transfer is by operation of law, (v) as specified in Section 276(7) of the SFA, or (vi) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore, or Regulation 32.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for six months after that trust has acquired the shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended), or the FIEA. The securities may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.

Switzerland

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange

 

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or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, the Company, the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

Dubai International Financial Centre

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

 

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LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed upon for us by Perkins Coie LLP, Seattle, Washington. The underwriters are being represented by Cooley LLP, Seattle, Washington.

EXPERTS

The consolidated financial statements of Avalara, Inc. as of December 31, 2016 and 2017 and for each of the three years in the period ended December 31, 2017 included in this prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such consolidated financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of common stock offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement, some of which is contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect to us and our common stock, we refer you to the registration statement, including the exhibits filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, please see the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified by reference to the filed exhibit. You may read and copy the registration statement and any other materials we file with the SEC at the SEC’s Public Reference Room, at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Rooms by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements, and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.

As a result of this offering, we will be subject to the information and reporting requirements of the Exchange Act and, in accordance with this law, will be required to file annual, quarterly, and current reports, proxy statements, and other information with the SEC. These periodic reports, proxy statements, and other information will be available for inspection and copying at the SEC’s public reference facilities and the website of the SEC referred to above. We also maintain a website at www.avalara.com. Following the closing of this offering, you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on, or that can be accessed through, our website is not a part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Avalara, Inc.

Avalara, Inc.

Seattle, Washington

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Avalara, Inc. and subsidiaries (the “Company”) as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive loss, convertible preferred stock and shareholders’ deficit, and cash flows, for each of the three years in the period ended December 31, 2017, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Seattle, Washington

March 16, 2018

May 10, 2018 (as to the effect of the reverse stock split described in Notes 2 and 13)

We have served as the Company’s auditor since 2012.

 

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AVALARA, INC.

Consolidated Balance Sheets

(In thousands, except per share data)

 

    December 31,
2016
    December 31,
2017
    March 31,
2018
    Pro Forma
March 31,
2018
 
                (unaudited)  

Assets

       

Current assets:

       

Cash and cash equivalents

  $ 20,230     $ 14,075     $ 12,622    

Trade accounts receivable—net of allowance for doubtful accounts of $1,324, $905, and $650 respectively

    26,651       26,596       32,934    

Prepaid expenses and other current assets

    4,385       7,016       9,424    
 

 

 

   

 

 

   

 

 

   

 

 

 

Total current assets before customer fund assets

    51,266       47,687       54,980    

Funds held from customers

    10,737       13,082       31,414    

Receivable from customers—net of allowance of $754, $666, and $656 respectively

    376       313       530    
 

 

 

   

 

 

   

 

 

   

 

 

 

Total current assets

    62,379       61,082       86,924    
 

 

 

   

 

 

   

 

 

   

 

 

 

Property and equipment—net

    14,782       25,394       30,579    
 

 

 

   

 

 

   

 

 

   

 

 

 

Other assets:

       

Goodwill

    79,748       72,482       72,855    

Intangible assets—net

    24,100       19,074       17,837    

Other noncurrent assets

    1,505       780       670    
 

 

 

   

 

 

   

 

 

   

 

 

 

Total other assets

    105,353       92,336       91,362    
 

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

  $ 182,514     $ 178,812     $ 208,865    
 

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities and shareholders’ deficit

       

Current liabilities:

       

Accrued expenses and trade payables

  $ 33,482     $ 38,164     $ 34,395    

Deferred revenue

    63,733       83,778       95,494    

Credit facility and notes payable

    3,496       859       2,735    

Capital lease obligations

    14                
 

 

 

   

 

 

   

 

 

   

 

 

 

Total current liabilities before customer funds obligations

    100,725       122,801       132,624    
 

 

 

   

 

 

   

 

 

   

 

 

 

Customer funds obligations

    12,046       14,061       32,479    
 

 

 

   

 

 

   

 

 

   

 

 

 

Total current liabilities

    112,771       136,862       165,103    
 

 

 

   

 

 

   

 

 

   

 

 

 

Noncurrent liabilities:

       

Deferred revenue

    8,747       8,453       8,384    

Deferred tax liability

    3,160       1,854       835    

Credit facility

    21,836       38,840       55,029    

Deferred rent

    4,813       14,689       15,556    

Other noncurrent liabilities

    3,427       785       267    
 

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

    154,754       201,483       245,174    
 

 

 

   

 

 

   

 

 

   

 

 

 

 

(continued)

 

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AVALARA, INC.

Consolidated Balance Sheets

(In thousands, except per share data)

 

    December 31,
2016
    December 31,
2017
    March 31,
2018
    Pro Forma
March 31,
2018
 
                (unaudited)  

Convertible preferred stock:

       

Series A convertible preferred stock, par value $0.0001 per share—12,309 shares issued and outstanding as of December 31, 2016 and 2017, 12,299 shares issued and outstanding as of March 31, 2018 (unaudited), 13,814 authorized as of December 31, 2016 and 2017, and March 31, 2018 (unaudited) (aggregate liquidation preference of $10,930)

    12,715       12,715       12,648    

Series A-1 convertible preferred stock, par value $0.0001 per share—4,688 shares issued and outstanding as of December 31, 2016 and 2017, and March 31, 2018 (unaudited), 5,012 authorized as of December 31, 2016 and 2017, and March 31, 2018 (unaudited) (aggregate liquidation preference of $2,081)

    2,081       2,081       2,081    

Series A-2 convertible preferred stock, par value $0.0001 per share—279 shares issued and outstanding as of December 31, 2016 and 2017, and March 31, 2018 (unaudited), 279 authorized as of December 31, 2016 and 2017, and March 31, 2018 (unaudited) (aggregate liquidation preference of $472)

    303       303       303    

Series B convertible preferred stock, par value $0.0001 per share—1,793 shares issued and outstanding as of December 31, 2016 and 2017, and March 31, 2018 (unaudited), 2,133 authorized as of December 31, 2016 and 2017, and March 31, 2018 (unaudited) (aggregate liquidation preference of $1,685)

    3,756       3,756       3,756    

Series B-1 convertible preferred stock, par value $0.0001 per share—21,518 shares issued and outstanding as of December 31, 2016 and 2017, and March 31, 2018 (unaudited), 21,600 authorized as of December 31, 2016 and 2017, and March 31, 2018 (unaudited) (aggregate liquidation preference of $23,670)

    23,259       23,259       23,259    

Series C convertible preferred stock, par value $0.0001 per share—7,069 shares issued and outstanding as of December 31, 2016 and 2017, and March 31, 2018 (unaudited), 7,069 authorized as of December 31, 2016 and 2017, and March 31, 2018 (unaudited) (aggregate liquidation preference of $20,000)

    19,782       19,782       19,782    

Series C-1 convertible preferred stock, par value $0.0001 per share—8,511 shares issued and outstanding as of December 31, 2016 and 2017, and March 31, 2018 (unaudited), 8,590 authorized as of December 31, 2016 and 2017, and March 31, 2018 (unaudited) (aggregate liquidation preference of $12,767)

    27,961       27,961       27,961    

Series D convertible preferred stock, par value $0.0001 per share—8,566 shares issued and outstanding as of December 31, 2016 and 2017, and March 31, 2018 (unaudited), 10,172 authorized as of December 31, 2016 and 2017, and March 31, 2018 (unaudited) (aggregate liquidation preference of $44,972)

    41,130       41,130       41,130    

Series D-1 convertible preferred stock, par value $0.0001 per share—22,808 shares issued and outstanding as of December 31, 2016 and 2017, and March 31, 2018 (unaudited), 22,862 authorized as of December 31, 2016 and 2017, and March 31, 2018 (unaudited) (aggregate liquidation preference of $144,147)

    143,915       143,915       143,915    

Series D-2 convertible preferred stock, par value $0.0001 per share—14,245 shares issued and outstanding as of December 31, 2016 and 2017, and March 31, 2018 (unaudited), 14,815 authorized as of December 31, 2016 and 2017, and March 31, 2018 (unaudited) (aggregate liquidation preference of $96,154)

    96,019       96,019       96,019    

Shareholders’ deficit:

       

Common stock, $0.0001 par value—5,298, 5,992 and 6,264 shares issued and outstanding at December 31, 2016 and 2017, and March 31, 2018 (unaudited), respectively, 153,945 shares authorized as of December 31, 2016 and 2017, and March 31, 2018 (unaudited)

    1       1       1    

Additional paid-in capital

    6,122       18,121       19,196    

Accumulated other comprehensive income (loss)

    (1,468     338       941    

Accumulated deficit

    (347,816     (412,052     (427,301  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total shareholders’ deficit

    (343,161     (393,592     (407,163  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and shareholders’ deficit

  $ 182,514     $ 178,812     $ 208,865    
 

 

 

   

 

 

   

 

 

   

 

 

 

(Concluded)

The accompanying notes are an integral part of these consolidated financial statements.

 

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Table of Contents

AVALARA, INC.

Consolidated Statements of Operations

(In thousands, except per share data)

 

     For the Year Ended December 31,     For the Three Months
Ended March 31,
 
     2015     2016     2017     2017     2018  
                       (unaudited)  

Revenue:

          

Subscription and returns

   $ 112,804     $ 154,967     $ 199,942     $ 45,848     $ 57,870  

Professional services and other

     10,354       12,459       13,217       3,117       3,507  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

     123,158       167,426       213,159       48,965       61,377  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cost of revenue:

          

Subscription and returns

     34,856       41,307       48,849       11,244       14,817  

Professional services and other

     5,889       7,206       9,128       2,319       2,692  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total cost of revenue

     40,745       48,513       57,977       13,563       17,509  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     82,413       118,913       155,182       35,402       43,868  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses:

          

Research and development

     29,787       32,848       41,264       9,682       12,619  

Sales and marketing

     98,686       103,483       133,794       30,300       37,307  

General and administrative

     33,683       36,875       34,286       10,613       9,211  

Goodwill impairment and restructuring charges

                 9,170              
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     162,156       173,206       218,514       50,595       59,137  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

     (79,743     (54,293     (63,332     (15,193     (15,269
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other (income) expense:

          

Interest income

     (112     (18     (77     (10     (36

Interest expense

     746       2,301       2,585       528       894  

Change in fair value of preferred stock warrants

     82       (28                  

Other (income) expense, net

     898       700       (495     436       (30
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other (income) expense, net

     1,614       2,955       2,013       954       828  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

     (81,357     (57,248     (65,345     (16,147     (16,097

Provision for (benefit from) income taxes

     (3,593     640       (1,219     (149     (848
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (77,764   $ (57,888   $ (64,126   $ (15,998   $ (15,249
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share attributable to common shareholders, basic and diluted

   $ (16.96   $ (10.15   $ (11.39   $ (2.97   $ (2.47
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares of common stock outstanding, basic and diluted

     4,586       5,706       5,632       5,389       6,170  

Pro forma net loss per share attributable to common shareholders, basic and diluted (unaudited)

          
          

Pro forma weighted average shares of common stock outstanding, basic and diluted (unaudited)

          
          

The accompanying notes are an integral part of these consolidated financial statements.

 

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Table of Contents

AVALARA, INC.

Consolidated Statements of Comprehensive Loss

(In thousands)

 

     For the Year Ended December 31,     For the Three Months
Ended March 31,
 
     2015     2016     2017     2017     2018  
                      

(unaudited)

 

Net loss

   $ (77,764   $ (57,888   $ (64,126   $ (15,998   $ (15,249

Other comprehensive income (loss)—Foreign currency translation

     (665     (634     1,806       1,010       603  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive loss

   $ (78,429   $ (58,522   $ (62,320   $ (14,988   $ (14,646
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-6


Table of Contents

AVALARA, INC.

Consolidated Statements of Convertible Preferred Stock and Shareholders’ Deficit

(In thousands, except per share data)

 

     Convertible
Preferred Stock
     Common Stock      Additional
Paid-In

Capital
    Accumulated
Other
Comprehensive

Income (Loss)
    Accumulated
Deficit
    Total
Shareholders’

Deficit
 
     Shares     Amount      Shares     Amount           

Balance at December 31, 2014

     88,346,678     $ 242,701        4,362,742     $ 1      $ 4,647     $ (169   $ (167,348   $ (162,869

Issuance of Series D-1 preferred stock—net of issuance cost of $64

     6,698,370       42,270                    

Preferred stock for acquisition

     341,163       2,279                    

Exercise of stock options

            1,779,222          3,219           3,219  

Exercise of warrants

     22,523       152        337,646          524           524  

Restricted stock issuance for acquisitions

            75,000                 

Stock-based compensation expense

                 7,020           7,020  

Repurchase of shares

     (4,192,772     (3,762      (910,651        (8,397       (24,332     (32,729

Issuance of common stock for acquisition

                        

Loss on translation adjustment

                   (665       (665

Net loss

                     (77,764     (77,764
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2015

     91,215,962       283,640        5,643,959       1        7,013       (834     (269,444     (263,264

Issuance of Series D-2 preferred stock—net of issuance costs of $133

     14,244,640       96,019                    

Exercise of stock options

            878,017          2,645           2,645  

Exercise of warrants

     315,315       2,188        71,250          99           99  

Stock-based compensation expense

                 8,139           8,139  

Repurchase of shares

     (3,989,712     (10,926      (1,581,107        (15,538       (20,484     (36,022

Issuance of common stock for acquisition

            285,714          3,764           3,764  

Loss on translation adjustment

                   (634       (634

Net loss

                     (57,888     (57,888
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2016

     101,786,205       370,921        5,297,833       1        6,122       (1,468     (347,816     (343,161

Shares tendered for cashless redemption

            (167,250        (2,481         (2,481

Exercise of stock options

            593,698          2,283           2,283  

Exercise of warrants

            268,012          308           308  

Stock-based compensation expense

                 11,779           11,779  

Cumulative adjustment ASU 2016-09

                 110         (110      

Gain on translation adjustment

                   1,806         1,806  

Net loss

                     (64,126     (64,126
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2017

     101,786,205     $ 370,921        5,992,293     $ 1      $ 18,121     $ 338     $ (412,052   $ (393,592
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Shares tendered for cashless redemption (unaudited)

            (465,710        (7,715         (7,715

Exercise of stock options (unaudited)

            785,991          6,025           6,025  

Stock-based compensation expense (unaudited)

                 3,517           3,517  

Repurchase of shares (unaudited)

     (10,000     (67      (48,152        (752         (752

Gain on translation adjustment (unaudited)

                   603         603  

Net loss (unaudited)

                     (15,249     (15,249
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at March 31, 2018 (unaudited)

     101,776,205     $ 370,854        6,264,422     $ 1      $ 19,196     $ 941     $ (427,301   $ (407,163
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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Table of Contents

AVALARA, INC.

Consolidated Statements of Cash Flows

(In thousands)

 

     For the Year Ended December 31,     For the Three Months
Ended March 31,
 
         2015             2016             2017             2017             2018      
                      

(unaudited)

 

Cash flows from operating activities:

          

Net loss

   $ (77,764   $ (57,888   $ (64,126   $ (15,998   $ (15,249

Adjustments to reconcile net loss to net cash used in operating activities:

          

Depreciation and amortization

     9,116       10,425       10,859       2,658       2,990  

Goodwill impairment

                 8,418              

Stock-based compensation

     7,020       8,112       11,757       3,022       3,510  

Deferred tax expense

     (3,720     134       (1,307     (203     (1,018

Amortization of deferred rent

     1,277       789       (698     (74     301  

Change in earnout liability

     593       361       (715     368       (71

Change in preferred stock warrant liability

     82       (28                  

Non-cash bad debt expense

     3,269       2,907       (86     409       67  

Other

     256       368       270       194       180  

Changes in operating assets and liabilities:

          

Trade accounts receivable

     2,899       (11,143     159       (200     (6,428

Prepaid expenses and other current assets

     832       (29     (1,055     (716     (1,907

Other long-term assets

     (1,618     802       725       232       110  

Trade payables

     2,910       2,853       (112     (1,498     (1,736

Accrued expenses and other current liabilities

     1,578       4,414       2,124       (450     (5,771

Deferred rent (lease incentives)

                 10,494              

Deferred revenue

     6,262       16,227       19,752       4,974       11,647  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) operating activities

     (47,008     (21,696     (3,541     (7,282     (13,375
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cash flows from investing activities:

          

Net decrease in customer fund assets

     (2,956     (5,816     (2,301     3,393       (18,527

Cash paid for acquisitions—net of cash acquired

     (43,323     (17,218                  

Cash proceeds from sale of building

     418                          

Purchase of property and equipment

     (7,912     (6,660     (13,955     (1,037     (3,625
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) investing activities

     (53,773     (29,694     (16,256     2,356       (22,152
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cash flows from financing activities:

          

Payments on credit facility

     (8,736     (52,000     (2,935            

Proceeds from credit facility

     20,000       57,000       17,605       2,000       18,000  

Payments of debt issuance costs

                 (469            

Payments on capital leases

     (1,127     (81     (14     (12      

Proceeds from issuance of convertible preferred stock

     42,334       96,152                    

Repurchase of shares

     (32,737     (43,185                 (819

Payment on loan fees

     (146     (481                  

Payments of deferred financing costs

                 (1,240            

Convertible preferred stock issuance costs

     (64     (133                  

Taxes paid related to net share settlement of stock-based awards

     (1,800     (1,776     (811     (39     (2,016

Redemption of restricted securities

     (173                        

Net increase in customer fund obligations

     2,956       5,816       2,301       (3,393     18,527  

Payment related to business combination earnouts

           (1,325     (1,662     (83      

Proceeds from exercise of stock options and common stock warrants

     1,982       1,013       920       153       326  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     22,489       61,000       13,695       (1,374     34,018  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Foreign currency effect on cash and cash equivalents

     (94     (57     (53     (54     56  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net change in cash and cash equivalents

     (78,386     9,553       (6,155     (6,354     (1,453

Cash and cash equivalents—beginning of year

     89,063       10,677       20,230       20,230       14,075  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cash and cash equivalents—end of year

   $ 10,677     $ 20,230     $ 14,075     $ 13,876     $ 12,622  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Supplemental cash flow disclosures:

          

Cash paid for interest expense

   $ 963     $ 2,044     $ 2,112     $ 326     $ 770  

Cash paid for income taxes

     95       259       354             96  

Non-cash investing and financing activities:

          

Stock issued for acquisitions

   $ 2,279     $ 3,764     $              

Property and equipment purchased under tenant improvement allowance

     2,074       181       250             621  

Property and equipment additions in accounts payable and accrued expenses

     573       164       2,201       214       3,719  

Deferred financing costs, accrued not yet paid

                 335             502  

Accrued value of earnout related to acquisition

     5,648       663                    

Cashless exercises of options and warrants

     145       1,994       1,670       777       5,699  

Cashless redemptions of options and warrants

     162       1,989       2,481       816       7,715  

The accompanying notes are an integral part of these consolidated financial statements.

 

F-8


Table of Contents

AVALARA, INC.

Notes to Consolidated Financial Statements

1. Nature of Operations

Avalara, Inc. (the “Company”) provides software solutions that help businesses of all types and sizes comply with tax requirements for transactions worldwide. The Company offers a broad and growing suite of compliance solutions for transaction taxes, such as sales and use tax, value-added tax (VAT), excise tax, lodging tax, and communications tax. These solutions enable customers to automate the process of determining taxability, identifying applicable tax rates, determining and collecting taxes, preparing and filing returns, remitting taxes, maintaining tax records, and managing compliance documents. The Company, a Washington corporation, was originally incorporated in 1999 and is headquartered in Seattle, Washington.

The Company has wholly owned subsidiaries in the United Kingdom, Belgium, India, and Brazil that provide business development, software development, and support services.

2. Significant Accounting Policies

Accounting Principles

The consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

Principles of Consolidation

The accompanying consolidated financial statements include those of the Company and its subsidiaries after elimination of all intercompany accounts and transactions.

Reverse Stock Split and Conversion of Series Preferred Stock

On May 10, 2018, the Company effected a 2-to-1 reverse stock split of outstanding common stock, including outstanding stock options and common stock warrants. At the same time, the Company amended its amended and restated articles of incorporation to trigger the automatic conversion of the Series Preferred Stock immediately prior to the closing of the initial public offering, or IPO. As a result of this amendment, the applicable conversion price will be increased for each series of outstanding Series Preferred Stock. The increased conversion price will effectively result in a 2-to-1 conversion ratio of Series Preferred Stock to common stock. All common share and per common share amounts for all periods presented in these consolidated financial statements and notes thereto, have been adjusted retrospectively, where applicable, to reflect the reverse stock split. Series Preferred Stock amounts have been adjusted retrospectively only where the conversion to common stock is presented.

Unaudited Pro Forma Information

Prior to the closing of the Company’s IPO, all currently outstanding shares convertible preferred stock will automatically convert on a 2-for-1 basis into shares of the Company’s common stock. The unaudited pro forma balance sheet information shows the effect of the conversion of convertible preferred stock as of March 31, 2018. The effect of this conversion on the pro forma balance sheet will reduce shareholders’ deficit by $370.9 million (unaudited). Additionally, the Company has calculated unaudited pro forma basic and diluted net loss per share to give effect to the convertible preferred stock impact as though such preferred shares had been converted to common stock as of the beginning of the period.

 

F-9


Table of Contents

AVALARA, INC.

Notes to Consolidated Financial Statements

 

Unaudited Interim Financial Information

The accompanying interim consolidated balance sheet as of March 31, 2018 and the consolidated interim statements of operations, of comprehensive loss, of convertible preferred stock and shareholders’ deficit and of cash flows during the three months ended March 31, 2017 and 2018 are unaudited. The unaudited interim consolidated financial statements have been prepared on a basis consistent with the annual audited consolidated and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position as of March 31, 2018 and its results of operations, comprehensive loss and cash flows for the three months ended March 31, 2017 and 2018. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for the full fiscal year or for any other future annual or interim periods.

Segments

The Company operates its business as one operating segment. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker, the Company’s Chief Executive Officer, in deciding how to allocate resources and assess performance. The Company’s chief operating decision maker allocates resources and assesses performance based upon discrete financial information at the consolidated level. For the years ended December 31, 2015, 2016, and 2017, and the three months ended March 31, 2017 and 2018 approximately 1%, 3%, 5%, 5% (unaudited), and 6% (unaudited), of the Company’s revenues were generated outside of the United States, respectively. As of December 31, 2016 and 2017, and the three months ended March 31, 2018 approximately 16%, 11% and 10% (unaudited) of the Company’s long-lived assets were held outside of the United States. As of December 31, 2016 and 2017, and the three months ended March 31, 2018, approximately 8%, 5%, and 4% (unaudited) of the Company’s long-lived assets were held in the United Kingdom.

Use of Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates include: the standalone value of each element in multiple-element arrangements for revenue recognition; the allowance for doubtful accounts; the measurement of fair values of stock-based compensation award grants; the expected earnout obligations in connection with acquisitions; the expected term of the customer relationship for activation, integration, and setup fee activity (collectively, the “setup fee”); the valuation of acquired intangible assets; and the valuation of the fair value of reporting units for analyzing goodwill. Actual results could materially differ from those estimates.

Risks and Uncertainties

The Company has incurred significant operating losses since its inception, including net losses of $57.9 million and $64.1 million for the years ended December 31, 2016 and 2017, and $16.0 million (unaudited) and $15.2 million (unaudited) for the three months ended March 31, 2017 and 2018. The Company had an accumulated deficit of $412.1 million and $427.3 million (unaudited) as of December 31, 2017 and March 31, 2018, respectively. The Company believes that its cash and cash equivalents of $12.6 million (unaudited) as of March 31, 2018, and the availability under its credit

 

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Table of Contents

AVALARA, INC.

Notes to Consolidated Financial Statements

 

facilities, as is further outlined in Note 8, are adequate to satisfy its current obligations. The Company has incurred operating expenses and made capital expenditures at a level that reflects its belief that additional debt or equity financing will be available to fund continued growth of the Company. If the Company is unable to obtain, or is delayed in obtaining additional debt or equity financing, it would need to scale back its growth initiatives and could find it necessary to reduce its operating expenses and capital expenditures.

Fair Value of Financial Instruments

The Company applies the fair value measurement and disclosure provisions of Accounting Standards Codification. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

 

    Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

 

    Level 2: Inputs are quoted prices for similar assets and liabilities in active markets or quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

 

    Level 3: Inputs are unobservable inputs based on the Company’s assumptions and valuation techniques used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation.

The Company’s assessment of the significance of an input to the fair value measurement requires judgment, which may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. The carrying amounts reported in the consolidated financial statements approximate the fair value for cash equivalents, trade accounts receivable, trade payables, and accrued expenses, due to their short-term nature. The carrying amount of the Company’s term loan and revolving credit facility approximates fair value, considering the interest rates are based on the prime interest rate and were renegotiated in November 2017, close to the December 31, 2017 balance sheet date.

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid securities with original maturities of three months or less and are carried at cost, which approximates market value given their short-term nature.

Customer Funds Assets and Obligations

Funds Held from Customers

The Company maintains trust accounts with financial institutions, which allows customers to outsource their tax remittance functions to the Company. The Company has legal ownership over the accounts utilized for this purpose. Funds held from customers represents cash and cash equivalents that, based upon the Company’s intent, are restricted solely for satisfying the obligations to remit funds relating to the Company’s tax remittance services. Funds held from customers are not commingled with the Company’s operating funds, but are typically deposited with funds also held on behalf of other

 

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Table of Contents

AVALARA, INC.

Notes to Consolidated Financial Statements

 

customers of the Company. Funds held from customers are deposited in accounts at FDIC insured institutions.

Funds held from customers were $10.7 million, $13.1 million, and $31.4 million (unaudited) as of December 31, 2016 and 2017 and March 31, 2018, respectively.

Receivables from Customers

Occasionally, the Company will pay a tax obligation to taxing authorities on behalf of its customer, prior to receiving funds from the customer or prior to receiving the refund due to the customer from the taxing authority. Accounts receivable from customers represent amounts the customer is contractually obligated to repay to the Company. The future economic benefit to the Company is restricted solely for the repayment of customer funds and taxing authority obligations.

Receivables from customers deemed uncollectable are charged against a separate allowance for doubtful accounts. The allowance against receivables from customers is a result of the Company assuming credit risk associated with its customers’ tax remittance obligations. The table below details the allowance against receivables from customers (in thousands):

 

     December 31,     March 31,  
             2015                 2016                 2017           2018  
                       (unaudited)  

Balance at the beginning of the year

   $ 219     $ 266     $ 754     $ 666  

Charged to expense

     355       517       (88     (10

Write-offs

     (308     (29            
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at the end of the year

   $ 266     $ 754     $ 666     $ 656  
  

 

 

   

 

 

   

 

 

   

 

 

 

Customer Funds Obligations

Customer funds obligations represent the Company’s contractual obligations to remit collected funds to satisfy customer tax payments. Customer funds obligations are reported as a current liability on the consolidated balance sheets, as the obligations are expected to be settled within one year.

Customer Funds Assets and Obligations in Consolidated Statement of Cash Flows

Cash flows related to the cash received from and paid on behalf of customers are reported as follows:

 

  (1) changes in customer funds obligations liability are presented as cash flows from financing activities,

 

  (2) changes in customer funds asset (e.g., customer funds held in cash and cash equivalents and receivable from customers and taxing authorities) are presented as net cash flows from investing activities, and

 

  (3) changes in customer funds asset account that relate to activities paying for the trust operations, such as banking fees, are included as cash flows from operating activities.

 

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Table of Contents

AVALARA, INC.

Notes to Consolidated Financial Statements

 

Trade Accounts Receivable

Trade accounts receivable represent amounts due from customers when the Company has invoiced the customer and has not yet received payment. An invoice is issued when the customer is contractually obligated to pay for software subscriptions and/or services. Trade accounts receivable are presented net of an allowance for doubtful accounts. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in existing trade accounts receivable. The allowance for doubtful accounts is based on the assessment of collectability. The Company regularly reviews the adequacy of the allowance for doubtful accounts by considering several factors, including the age of each outstanding invoice and the collection history of each customer. Trade accounts receivable are recorded to bad debt expense when deemed uncollectible based on either a specific identification or the age of the receivable.

The table below details the allowance for doubtful accounts (in thousands):

 

     December 31,     March 31,  
     2015     2016     2017     2018  
                       (unaudited)  

Balance at the beginning of the year

   $ 557     $ 1,154     $ 1,324     $ 905  

Charged to expense

     2,914       2,390       (105     90  

Write-offs

     (2,317     (2,220     (314     (345
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at the end of the year

   $ 1,154     $ 1,324     $ 905     $ 650  
  

 

 

   

 

 

   

 

 

   

 

 

 

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents, accounts receivable, and funds held from customers, which are held in financial institutions management believes have a high credit standing. To manage credit risk related to accounts receivable, the Company evaluates customers’ financial condition and generally collateral is not required.

As of December 31, 2016 and 2017 and March 31, 2018, there were no customers that represented more than 10% of the Company’s net trade accounts receivable or more than 10% of the Company’s revenue in any of the periods presented.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation on property and equipment is computed on the straight-line method over the estimated useful life of the asset or the lease term (for leasehold improvements), whichever is shorter.

Upon retirement or sale, the cost of the disposed asset and the related accumulated depreciation are removed and any resulting gain or loss is recorded in the consolidated statements of operations. Maintenance and repairs that do not improve or extend the lives of the respective assets are charged to expense in the period incurred.

Research and Development

Research and development expenses consist primarily of personnel and related expenses for the Company’s research and development staff, including salaries, benefits, bonuses and stock-based

 

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Table of Contents

AVALARA, INC.

Notes to Consolidated Financial Statements

 

compensation, and allocated overhead. Expenditures for research and development are expensed as incurred.

Software Capitalization

Software development costs for hosting customer transactions (i.e., cloud-based software solutions) are capitalized once the project is in the application development stage in accordance with the accounting guidance for internal-use software. These capitalized costs include external direct costs of services consumed in developing or obtaining the software and personnel expenses for employees who are directly associated with the development. Capitalization of these costs concludes once the project is substantially complete and the software is ready for its intended purpose. Post-configuration training and maintenance costs are expensed as incurred. For the years ended December 31, 2015, 2016, 2017 and the three months ended March 31, 2018, $0.7 million, $0.8 million, $1.0 million, and $0.3 million (unaudited) software development costs were capitalized, respectively. Capitalized software development costs are amortized on a straight-line basis over the estimated useful life, generally 6 years.

In circumstances where software is developed for both cloud-based software solutions and for the purpose of being sold, leased or otherwise marketed (i.e., customer hosted transactions), capitalization of development costs occurs after technological feasibility of the software is established and continues until the product is available for general release to customers. Since the Company’s developed software is available for general release concurrent with the establishment of technological feasibility, development costs are not capitalized in these circumstances.

Acquisitions and Goodwill

The Company’s identifiable assets acquired and liabilities assumed in a business combination are recorded at their acquisition date fair values. The valuation requires management to make significant estimates and assumptions, especially with respect to long-lived and intangible assets. Critical estimates in valuing intangible assets include, but are not limited to:

 

    future expected cash flows from customer agreements, customer lists, distribution agreements, and proprietary technology and non-compete agreements;

 

    assumptions about the length of time the brand will continue to be used in the Company’s suite of solutions; and

 

    discount rates used to determine the present value of recognized assets and liabilities.

The Company’s estimates of fair value are based upon assumptions it believes to be reasonable, but that are inherently uncertain and unpredictable. Assumptions may be incomplete or inaccurate, and unanticipated events and circumstances may occur.

Goodwill is calculated as the excess of the purchase price over the fair value of net assets, including the amount assigned to identifiable intangible assets. Acquisition-related costs, including advisory, legal, accounting, valuation, and other costs, are expensed in the periods in which these costs are incurred. The results of operations of acquired business are included in the consolidated financial statements beginning at the acquisition date. Goodwill is tested for impairment annually on October 31, or in the event of certain occurrences. There were no goodwill impairments recorded for the years ended December 31, 2015 and 2016. A goodwill impairment of $8.4 million was recorded for

 

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Table of Contents

AVALARA, INC.

Notes to Consolidated Financial Statements

 

the year ended December 31, 2017 and is reported in Goodwill impairment and restructuring charges in the consolidated statement of operations (See Note 6). There was no goodwill impairment charge recorded for the three months ended March 31, 2018 (unaudited).

The Company estimates the fair value of the acquisition-related earnout using various valuation approaches, as well as significant unobservable inputs, reflecting the Company’s assessment of the assumptions market participants would use to value these liabilities. The fair value of the earnout is remeasured each reporting period, with any change in the value recorded as other income or expense. The Company recorded expense of $0.6 million and $0.3 million, income of $0.7 million, and expense of $0.4 million (unaudited) and income of $0.1 million (unaudited) in Other (income) expense, net for the years ended December 31, 2015, 2016, and 2017 and for the three months ended March 31, 2017 and 2018, respectively.

Long-Lived Assets

The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. An impairment is recognized in the event the carrying value of such assets exceeds their fair value. If the carrying value exceeds the fair value, then an impairment test is performed in to determine the implied fair value. See Restructuring Charges for impairment recorded in 2017. No impairment of long-lived assets occurred in 2015 and 2016.

Income Taxes

The Company’s deferred tax assets are determined based on temporary differences between the financial reporting and income tax basis of assets and liabilities and are measured using the tax rates that will be in effect when the differences are expected to reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. The Company assesses its income tax positions and records tax benefits based upon management’s evaluation of the facts, circumstances, and information available at the reporting date.

The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns. The Company will recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Judgment is required in assessing the future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. Variations in the actual outcome of these future tax consequences could materially impact the consolidated financial statements.

The Company has accounted for the tax effects of The Tax Cuts and Jobs Act (the “Tax Act”), enacted on December 22, 2017, on a provisional basis. The Company has made reasonable estimates of the tax effects, which are included in the financial statements as of December 31, 2017, and expects to complete its accounting during the one-year measurement period from enactment. See Note 11 for further discussion of impacts of the Tax Act.

 

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Table of Contents

AVALARA, INC.

Notes to Consolidated Financial Statements

 

Revenue Recognition

The Company primarily generates revenue from fees paid for subscriptions to the Company’s tax compliance solutions and fees paid for services performed by the Company in preparing and filing tax returns on behalf of its customers. Amounts that have been invoiced are recorded in accounts receivable and deferred revenue or revenue, depending upon whether the revenue recognition criteria have been met.

In most instances, the initial arrangement with customers includes multiple elements, comprised of subscription and/or professional services, along with non-refundable upfront fees for new customers. The Company evaluates each element in a multiple-element arrangement to determine whether it represents a separate unit of accounting. An element constitutes a separate unit of accounting when the delivered item has standalone value and delivery of the undelivered element is probable and within the Company’s control. Other than nonrefundable upfront fees, the Company’s services typically have standalone value because they are routinely sold separately by the Company. Professional services also have standalone value because there are third party vendors that provide similar professional services to customers on a standalone basis. If one or more of the deliverables does not have standalone value upon delivery, the deliverables that do not have standalone value are generally combined with the final deliverable within the arrangement and treated as a single unit of accounting. Revenue for arrangements treated as a single unit of accounting is generally recognized over the period beginning upon delivery of the final deliverable and continuing over the remaining term of the subscription contract.

The Company allocates revenue to each element in an arrangement based on the selling price hierarchy. The selling price for a deliverable is based on its vendor-specific objective evidence (“VSOE”), if available, third-party evidence (“TPE”), or best estimate of selling price (“BESP”), if neither VSOE nor TPE is available. As the Company has been unable to establish VSOE or TPE for the elements of its arrangements, the Company establishes the BESP for each element.

The determination of BESP requires significant estimates and judgments. BESP is determined by considering the Company’s overall pricing objectives and current market conditions. Other factors considered include existing pricing and discounting practices, historical comparisons of contract prices to list prices, customer demographics, and gross margin objectives. The Company may modify pricing practices in the future, which could result in changes in relative selling prices and BESP.

Revenue recognition begins when all the following criteria are met:

 

    There is persuasive evidence of an arrangement;

 

    The product or service is delivered to the customer;

 

    The amount of fees to be paid by the customer is fixed or determinable; and

 

    The collection of the fees is reasonably assured.

Sales and other taxes collected from customers to be remitted to the taxing jurisdiction are excluded from revenues.

Subscription and Returns Revenue

Subscription and returns revenue primarily consists of contractually agreed upon fees paid for using the Company’s cloud-based solutions and fees paid for preparing and filing sales tax returns on

 

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Table of Contents

AVALARA, INC.

Notes to Consolidated Financial Statements

 

behalf of customers. Under the Company’s subscription agreements, customers select a price plan that includes an allotted number of maximum transactions over the subscription term. Unused transactions are not carried over to the customer’s next subscription term, and customers are not entitled to any refund of fees paid or relief from fees due in the event they do not use the allotted number of transactions. If customers exceed the maximum transaction level within their price plan, the Company will generally upgrade the customer to a higher transaction price plan or, in some cases, charge overage fees on a per transaction basis.

The Company’s subscription arrangements do not provide the customer with the right to take possession of the software supporting the cloud-based application services. The Company’s subscription contracts are generally non-cancelable except for where contract terms provide rights to cancel in the first 60 days of the contract term. The Company reserves for estimated cancellations based on actual history. Current history of customer cancellations has not had a significant impact on revenue recognized.

The Company invoices its subscription customers for the initial term at contract signing and at each renewal. Initial terms generally range from twelve to eighteen months, and renewal periods are typically one year. Amounts that are contractually billable and have been invoiced, or which have been collected as cash are initially recorded as deferred revenue. While most of the Company’s customers are invoiced once at the beginning of the term, a portion of customers are invoiced quarterly or monthly.

Tax returns processing services include collection of tax data and amounts, preparation of all compliance forms, and submission to taxing authorities. Returns processing services are charged on a subscription basis for an allotted number of returns to process within a given time period or per return filing. The consideration allocated to a returns subscription is recognized as revenue over the contract period commencing when the subscription services are made available to the customer. The Company recognizes revenue when the return is filed when sold on a per return filing basis.

Included in the total subscription fee for the Company’s cloud-based solutions are non-refundable upfront fees that are typically charged to each of the Company’s new customers. These fees are associated with work performed by the Company to set up a customer with the Company’s services, and do not have standalone value. The Company recognizes revenue for these fees over the expected term of the customer relationship, beginning when services commence. As of January 1, 2015, and through March 31, 2018 (unaudited), the Company estimated an expected customer relationships term of 6 years. The Company continues to evaluate the expected customer life and it is possible that the expected term of customer relationships may change in future periods.

Professional Services and Other Revenue

The Company bills for service arrangements on a fixed fee or time and materials basis. Professional services and other revenue include fees from providing tax analysis, configurations, data migrations, integration, training, and other support services. The consideration allocated to professional services is recognized as revenue when services are performed and are collectable under the terms of the associated contracts.

Deferred Revenue

Deferred revenue consists of customer billings and payments in advance of revenue being recognized from the Company’s contracts. The Company typically invoices its customers annually in

 

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Table of Contents

AVALARA, INC.

Notes to Consolidated Financial Statements

 

advance for its subscription based contracts. Deferred revenue and accounts receivable are recorded at the beginning of the new subscription term. For some customers, the Company invoices in monthly, quarterly, or multi-year installments and, therefore, the deferred revenue balance does not necessarily represent the total contract value of all non-cancelable subscription agreements. Deferred revenue anticipated to be recognized during the succeeding 12-month period is recorded as current deferred revenue and the remaining portion is recorded as noncurrent deferred revenue.

Integration and Referral Partner Commissions

The Company utilizes independent partners to build and maintain integrations for business applications, such as accounting, ERP, ecommerce, POS, recurring billing, and CRM systems. These integrations link the business application to the Company’s cloud-based software solutions. Integration partners are paid a commission based on a percentage of the sales that use the integration. In general, integration partners are paid a higher commission for the initial sale to a new customer and a lower commission for renewal sales.

Referral partners bring new customers to the Company and a receive a commission that is based on a percentage of the first-year sales. Some of the Company’s integration partners also refer customers that have purchased the partner’s business application.

The Company recognizes commissions related to integration and referral partners in sales and marketing costs when a binding customer order is agreed to by the Company and the customer. The Company expenses partner commissions as incurred. Partner commissions totaled $9.0 million, $9.9 million, $14.3 million, $2.5 million (unaudited) and $3.9 million (unaudited) for the years ended December 31, 2015, 2016, and 2017 and for the three months ended March 31, 2017 and 2018, respectively.

An immaterial portion of the Company’s revenue is generated from sales made through integration partners, rather than through the Company. For these transactions, the Company evaluates whether revenue should be presented on a gross basis, which is the amount that a customer pays for the Company’s solution, or on a net basis, which is the customer payment less partner commissions. The Company has determined that a gross presentation is appropriate for revenue generated through these integration partners, because the Company is the primary provider of services to the end customers and is the primary obligor in these relationships. In addition, the Company has customer credit risk for non-payment, and the Company has latitude in establishing and negotiating prices on transactions from these sources.

Cost of Revenue

Cost of revenue consists of personnel and related expenses for providing the Company’s solutions and supporting its customers, including salaries, benefits, bonuses, and stock-based compensation, direct costs and allocated costs associated with information technology, tax content, rent, and allocated overhead.

Advertising Costs

The Company expenses all advertising costs as incurred and classifies these costs as sales and marketing expenses. Advertising expenses were $21.2 million, $19.6 million, $22.7 million, $5.7 million (unaudited), and $4.3 million (unaudited) for the years ended December 31, 2015, 2016, and 2017 and for the three months ended March 31, 2017 and 2018, respectively.

 

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Table of Contents

AVALARA, INC.

Notes to Consolidated Financial Statements

 

Leases

The Company is a lessee of facilities in the United States, United Kingdom, Belgium, Brazil, and India and certain other equipment under non-cancelable lease agreements. The Company categorizes leases at their inception as either operating or capital leases. For certain lease agreements, the Company may receive rent holidays and other incentives, including allowances for leasehold improvements. Future operating lease payments are recognized as rent expense on a straight-line basis without regard to deferred payment terms, such as rent holidays. Incentives received are treated as a reduction of rent expense over the term of the agreement. Leasehold improvements are capitalized at cost and amortized over the lesser of their estimated useful life or the term of the lease.

Foreign Currency Translation

Assets and liabilities of each of the Company’s foreign subsidiaries are translated at the exchange rate in effect at each period-end. Consolidated statement of operations amounts are translated at the average rate of exchange prevailing during the period. Translation adjustments arising from differing exchange rates from period to period are included in accumulated other comprehensive income (loss) within shareholders’ deficit.

Employee Benefit Plan

The Company offers a salary deferral 401(k) plan for its U.S. employees. The plan allows employees to contribute a percentage of their pretax earnings annually, subject to limitations imposed by the Internal Revenue Service. The plan also allows the Company to make a matching contribution, subject to certain limitations. The Company made no contributions to the plan in 2015, and contributed $0.6 million and $0.7 million to the plan in 2016 and 2017, respectively, as a discretionary match related to employee contributions. As of March 31, 2018 (unaudited), the Company had not made a contribution to the plan.

Stock-Based Compensation

The Company accounts for stock-based compensation by calculating the fair value of each stock warrant or stock option at the date of grant by applying the Black-Scholes option-pricing model. This model uses the estimated value of the Company’s underlying common stock at the measurement date, the expected or contractual term of the option, the expected volatility of its common stock, risk-free interest rates, and expected dividend yield of its common stock. Beginning January 1, 2017, the Company accounts for forfeitures as they occur.

Preferred Stock Warrant Liability

Prior to December 31, 2016, the Company had one class of preferred stock warrants. The Company issued Series A preferred stock warrants to participating investors in connection with the Company’s Series A-1 financing. Each of the warrants was exercisable into a respective share of the underlying named Series Preferred Stock. The Series Preferred Stock contained conversion price reset clauses that modified the originally agreed upon conversion rates of existing Series Preferred Stock in the case of future dilutive equity issuances. Further, the Series Preferred Stock was contingently redeemable upon a change in control. These features in the underlying Series Preferred Stock into which the warrants are exercisable required the Series A preferred stock warrants to be accounted for

 

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Table of Contents

AVALARA, INC.

Notes to Consolidated Financial Statements

 

as liabilities and carried at fair value. The change in the fair value of the preferred stock warrants was recorded on the consolidated statements of operations. During 2016, all remaining preferred stock warrants were exercised.

Deferred Financing Costs

Deferred financing costs, consisting primarily of legal, accounting, printing and filing services, and other direct fees and costs related to the proposed initial public offering, are capitalized. The deferred financing costs will be offset against proceeds from the planned initial public offering upon the closing of the offering. In the event the planned offering is terminated, all deferred financing costs will be expensed. As of December 31, 2017, and March 31, 2018, $1.6 million, and $2.0 million (unaudited) of deferred financing costs have been recorded in prepaid expenses and other current assets respectively. There were no deferred financing costs as of December 31, 2015 and 2016.

Restructuring Charges

In August 2017, management approved a plan to close the Company’s Overland Park office and consolidate these operations into the Seattle and Durham locations. The restructuring plan was completed March 31, 2018.

In connection with this plan, the Company incurred restructuring charges of $0.8 million in 2017, including $0.7 million of termination benefits and other reorganization costs, primarily associated with integrating the operations and $0.1 million related to an impairment loss on fixed assets. As of December 31, 2017 and March 31, 2018, $0.6 million and $0.3 million (unaudited) of restructuring liability remained, respectively. The Company does not expect to incur additional material costs related to the plan.

Restructuring charges associated with this plan are included in Goodwill impairment and restructuring charges in the consolidated statement of operations. Accrued termination benefits is recorded within the “Accrued payroll and related taxes” component of “Accrued expenses and trade payables” on the consolidated balance sheet (See Note 4). The accrued termination benefit balance as of December 31, 2017 is expected to be paid within one year.

Recently Issued Accounting Pronouncements

Recently Adopted Accounting Standards

In March 2016, the FASB issued ASU No. 2016-09, related to Compensation—Stock Compensation (“Topic 718”). This standard makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. ASU No. 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The standard is effective for interim and annual reporting periods beginning after December 15, 2017, for business entities that are not public, although early adoption is permitted. The Company early adopted ASU No. 2016-09 on January 1, 2017. The Company elected to account for forfeitures upon occurrence and the net cumulative-effect was recognized as a $0.1 million increase to additional paid-in capital and a $0.1 million increase to accumulated deficit upon adoption. Also upon adoption, the Company recorded a $11.3 million cumulative-effect adjustment decrease in accumulated deficit and an offsetting increase in deferred tax assets for previously unrecognized excess tax benefits that existed as of

 

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Table of Contents

AVALARA, INC.

Notes to Consolidated Financial Statements

 

January 1, 2017. Since the realization of these deferred tax assets is not more likely than not to be recovered, in 2017 the Company recorded a $11.3 million valuation allowance against these deferred tax assets with an offsetting increase in accumulated deficit.

In January 2017, the FASB issued ASU No. 2017-04, which eliminates step two from the goodwill impairment test. Under the amendments in ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. ASU 2017-04 is effective for the Company in the first quarter of fiscal 2021 on a prospective basis, and earlier adoption is permitted for goodwill impairment tests performed after January 1, 2017. The Company adopted ASU No. 2017-04 on January 1, 2017. See Note 6 for further details.

New Accounting Standards Not Yet Adopted

As an “emerging growth company,” the Jumpstart Our Business Startups Act, or the JOBS Act, allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use the adoption dates applicable to private companies. As a result, the Company’s financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies.

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09 which, along with subsequent ASUs, amends the existing accounting standards for revenue recognition. This guidance is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled to receive when products are transferred to customers. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period for public business entities, and for annual reporting periods beginning after December 15, 2018 for business entities that are not public. This guidance may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. Additionally, the new guidance requires enhanced disclosures, including revenue recognition policies to identify performance obligations to customers and significant judgments in measurement and recognition. The Company is currently in the process of assessing its adoption methodology and has not yet selected a method. The Company is also evaluating the impact of the adoption on its consolidated financial statements. While the Company believes that adoption will require capitalization of certain selling costs that are currently expensed, such as sales and partner commissions, it has not yet determined whether the effect of these, or other adjustments will be material to revenue or results of operations. The Company is continuing to assess the impact of adoption, which may identify other impacts on the Company’s financial statements. The Company expects to adopt and implement the new revenue recognition guidance effective January 1, 2019.

In February 2016, the FASB issued ASU No. 2016-02 which requires lessees to generally recognize most operating leases on the balance sheets but record expenses on the income statements in a manner similar to current accounting. The guidance is effective in 2020 for business entities that are not public with early adoption permitted. The Company is currently evaluating the impact this guidance will have on the Company’s financial statements. The Company currently expects that most operating lease commitments will be subject to the new standard and will be recognized as operating lease liabilities and right-of-use assets upon adoption. While the Company has not yet quantified the

 

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Table of Contents

AVALARA, INC.

Notes to Consolidated Financial Statements

 

impact, these adjustments will increase total assets and total liabilities relative to such amounts reported prior to adoption.

In August 2016, the FASB issued ASU No. 2016-15, related to classification of certain cash receipts and payments. ASU 2016-15 is intended to add or clarify guidance on the classification of certain cash receipts and payments in the statement of cash flows and to eliminate the diversity in practice related to such classifications. The guidance in ASU 2016-15 is required for annual reporting periods beginning after December 15, 2018 for business entities that are not public, with early adoption permitted. The Company is currently evaluating the impact this guidance will have on the Company’s financial statements.

In November 2016, the FASB issued ASU, No. 2016-18, related to restricted cash, which is intended to add or clarify guidance on the classification and presentation of changes in restricted cash on the statement of cash flows and to eliminate the diversity in practice related to such classifications. The guidance in ASU 2016-18 is required for annual reporting periods ending after December 15, 2018, for business entities that are not public, with early adoption permitted. The Company is currently evaluating the impact this guidance will have on the Company’s financial statements.

3. Fair Value Measurements

Assets and liabilities measured at fair value on a recurring basis

The fair value measurements of assets and liabilities recognized in the accompanying consolidated balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall on dates presented as follows (in thousands):

 

            Fair Value Measurements Using  

December 31, 2016

   Fair
Value
     Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
     Significant
Other
Observable
Inputs
(Level 2)
     Significant
Unobservable
Inputs
(Level 3)
 

Money market funds

   $ 15,788      $ 15,788      $                   $  

Earnout related to acquisitions

     6,235              6,235  

 

            Fair Value Measurements Using  

December 31, 2017

   Fair
Value
     Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
     Significant
Other
Observable
Inputs
(Level 2)
     Significant
Unobservable
Inputs
(Level 3)
 

Money market funds

   $ 10,261      $ 10,261      $                   $  

Earnout related to acquisitions

     380              380  

 

            Fair Value Measurements Using  

March 31, 2018 (unaudited)

   Fair
Value
     Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
     Significant
Other
Observable
Inputs
(Level 2)
     Significant
Unobservable
Inputs
(Level 3)
 

Money market funds

   $ 8,185      $ 8,185      $                   $               

Earnout related to acquisitions

     230              230  

 

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AVALARA, INC.

Notes to Consolidated Financial Statements

 

The Company uses the fair value hierarchy for financial assets and liabilities. The Company’s non-financial assets and liabilities, which include goodwill, intangible assets, and long-lived assets, are not required to be carried at fair value on a recurring basis.

Preferred Stock Warrant Liability

The Company’s Series A preferred stock warrants were recorded at fair value at December 31, 2015 which required the use of Level 3 inputs. There were no Series A preferred stock warrants outstanding at December 31, 2016 and 2017.

The Company used a PWERM to value the Series A preferred stock warrants as of December 31, 2015. PWERM is a scenario-based analysis that estimates the value per share based on the probability-weighted present value of expected future investment returns, considering each of the possible outcomes available to the Company, as well as the rights of each share class. PWERM allocates the equity value to each class of the Company’s equity including its Series A preferred stock warrants. In utilizing the PWERM, the Company assigned a 70% probability of an initial public offering; a 10% probability of a sale of the Company; and 20% probability of remaining a private company. Each of these probabilities and dates were then evaluated to determine an expected enterprise value at each date. These enterprise values were then placed into a participation payout model which allocates value to each respective equity instrument in the capital structure.

Earnout Liability

The Company estimates the fair value of earnout liabilities using the probability-weighted discounted cash flow and Monte Carlo simulations. The Company measured the fair value of the 2015 acquisition of VAT Applications earnout liability using a Monte Carlo simulation approach which utilized a discount rate of 15% and a risk-free rate based on linear interpolated U.S. Treasury rates commensurate with the term. As of December 31, 2016, the earnout liability was valued utilizing a discount rate of 16% and a risk-free rate based on linear interpolated U.S. Treasury rates commensurate with the term.

During the fourth quarter of 2017, the Company agreed to settle its earnout obligations under the VAT Applications acquisition agreement for 2.5 million, or approximately $3.1 million. This fixed amount is payable during the fourth quarter of 2018.

In 2016, the Company acquired Gyori Eto Empreendimentos e Particpacoes (“Gyori”), a business that provides certain tax-related compliance solutions and content for the Brazilian market (see Note 5). The Company measured the fair value of the 2016 acquisition of Gyori earnout liability using a Monte Carlo simulation approach which utilized a discount rate of 19% and a risk-free rate based on linear interpolated U.S. Treasury rates commensurate with the term. As of December 31, 2016, 2017 and March 31, 2018, the earnout liability was valued utilizing a discount rate of 20%, 22% and 20% (unaudited), respectively, and a risk-free rate based on linear interpolated U.S. Treasury rates commensurate with the term.

Earnout liabilities are classified as Level 3 liabilities because the Company uses unobservable inputs to value them, reflecting its assessment of the assumptions market participants would use to value these liabilities. Changes in the fair value of earnout liability are recorded as other (income) expense, net in the consolidated statements of operations.

 

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AVALARA, INC.

Notes to Consolidated Financial Statements

 

A reconciliation of the beginning and ending balances of recurring fair value measurements recognized in the accompanying consolidated balance sheets using significant unobservable (Level 3) inputs, except of the earnout liability for VAT Applications as discussed above, is as follows (in thousands):

 

     December 31,     March 31,  
     2015     2016     2017     2018  
                       (unaudited)  

Preferred stock warrant liability:

        

Balance beginning of period

   $ 1,986     $ 1,936      

Change in fair value of preferred stock warrants

     82       (28    

Fair value of exercised preferred stock warrants

     (132     (1,908    
  

 

 

   

 

 

     

Balance end of period

   $ 1,936     $      
  

 

 

   

 

 

     

Earnout liability:

        

Balance beginning of period

   $ 891     $ 6,848     $ 6,235     $ 380  

Fair value of earnout liability originally recorded

     5,648       663              

Payments of earnout liability

     (299     (1,624     (2,101      

Settlement of earnout liability

                 (3,051      

Total unrealized (gains) losses included in other income

     608       348       (703     (150
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance end of period

   $ 6,848     $ 6,235     $ 380     $ 230  
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance of earnout liability included in current liabilities(1)

   $ 1,828     $ 3,645     $ 3,061     $ 3,130  

Balance of earnout liability included in noncurrent liabilities

     5,020       2,590       370       230  

 

(1)  Balance at December 31, 2017 and March 31, 2018 (unaudited) includes $3.1 million for the settlement of the VAT Applications earnout.

Assets measured at fair value on a non-recurring basis

During 2017, certain non-financial assets were measured at fair value on a non-recurring basis, including goodwill and certain intangible assets. As a result of these measurements, goodwill related to the Brazilian reporting unit, with a total carrying value of $19.8 million was written down to fair value of $11.4 million, resulting in an impairment charge of $8.4 million in the year ended December 31, 2017. The fair value was determined using significant unobservable (Level 3) inputs. See Note 6 for additional details on the impairment charge and valuation methodologies.

There was no impairment recorded for the three months ended March 31, 2017 and 2018 (unaudited).

 

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AVALARA, INC.

Notes to Consolidated Financial Statements

 

4. Balance Sheet Detail

Property and equipment, net consisted of the following (in thousands):

 

     Useful
Life (Years)
     December 31,     March 31,  
        2016     2017     2018  
                        (unaudited)  

Computer equipment and software

     3      $ 11,744     $ 12,884     $ 10,853  

Internally developed software

     6        1,540       2,512       2,826  

Furniture and fixtures

     5        3,882       4,459       4,960  

Office equipment

     5        562       622       597  

Leasehold improvements

     1 to 10        8,862       20,339       23,194  
     

 

 

   

 

 

   

 

 

 
        26,590       40,816       42,430  

Accumulated depreciation

        (11,808     (15,422     (11,851
     

 

 

   

 

 

   

 

 

 

Property and equipment—net

      $ 14,782     $ 25,394     $ 30,579  
     

 

 

   

 

 

   

 

 

 

To conform to the current year presentation, certain reclassifications were made to the December 31, 2016 property and equipment balances for assets not yet placed into service. Depreciation expense was $5.1 million, $5.2 million, $4.9 million, $1.2 million (unaudited) and $1.6 million (unaudited) for the years ended December 31, 2015, 2016, and 2017, and for the three months ended March 31, 2017 and 2018, respectively.

Prepaid expenses and other current assets (in thousands):

 

     December 31,      March 31,  
     2016      2017      2018  
                   (unaudited)  

Prepaid expenses

   $ 4,151      $ 5,077      $ 7,096  

Deferred financing costs

            1,575        2,022  

Deposits

     95        244        270  

Other

     139        120        36  
  

 

 

    

 

 

    

 

 

 

Total

   $ 4,385      $ 7,016      $ 9,424  
  

 

 

    

 

 

    

 

 

 

Accrued expenses and trade payables consisted of the following (in thousands):

 

     December 31,      March 31,  
     2016      2017      2018  
                   (unaudited)  

Accrued payroll and related taxes

   $ 8,942      $ 13,338      $ 9,651  

Accrued state, federal, and local taxes

     1,412        1,044        856  

Accrued referral source commissions

     3,891        4,271        3,709  

Trade payables

     9,459        9,822        8,593  

Earnout liabilities

     3,645        3,061        3,130  

Other

     6,133        6,628        8,456  
  

 

 

    

 

 

    

 

 

 

Total

   $ 33,482      $ 38,164      $ 34,395  
  

 

 

    

 

 

    

 

 

 

 

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AVALARA, INC.

Notes to Consolidated Financial Statements

 

5. Acquisition

September 2016 Acquisition of Gyori in Brazil

On September 22, 2016, the Company completed a stock purchase agreement (the “Gyori Purchase”) to acquire Gyori Eto Empreendimentos e Particpacoes (“Gyori”), a business that provides tax-related compliance solutions and content for the Brazilian market. The business was previously conducted by five separate companies and was combined into one holding company, Gyori, several months prior to the closing of the acquisition. The Company accounted for the Gyori Purchase as a business combination. As a result of the acquisition, the Company further expanded its global reach and its ability to provide transaction tax solutions in one of the world’s most complicated transaction tax jurisdictions.

The Company continues to integrate Gyori’s operations, including sales activities and general and administrative functions into the Company’s worldwide operations, and has re-branded the product offerings to use the Avalara tradename. Acquisition-related costs of $1.2 million for the year ended December 31, 2016 were primarily for professional fees to perform due diligence and legal fees associated with the acquisition.

The total purchase price was $21.7 million, consisting of $17.2 million in cash, 285,710 shares of common stock valued at $3.8 million, and an earnout provision valued upon acquisition at $0.7 million with a maximum payout of $6.8 million based on future financial performance. The earnout provides for three annual payouts based on achieving specified growth in base annual recurring revenue (“BARR”) for each year. The BARR, as defined in the stock purchase agreement, is based on such revenue from July 1, 2015 to June 30, 2016. The maximum annual payments that can be earned in each of the next three-year periods is as follows:

 

  (1) For Year 1 (July 1, 2016 to June 30, 2017) achieving 25% growth over BARR earns $0.6 million;

 

  (2) for Year 2 (July 1, 2017 to June 30, 2018), achieving 68.75% growth over BARR earns $2.5 million; and

 

  (3) for Year 3 (July 1, 2018 to June 30, 2019), achieving 144.69% growth over BARR earns $3.7 million.

The earnout was originally recognized at fair value at the date of the business combination and is recorded as a liability on the balance sheet. The earnout is adjusted to fair value quarterly (see Note 3). No amounts were earned in the Year 1 performance period.

 

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Table of Contents

AVALARA, INC.

Notes to Consolidated Financial Statements

 

The allocation of the fair value of the assets acquired and the liabilities assumed in the Gyori Purchase is provided in the following table (in thousands):

 

Assets acquired:

  

Current assets

   $ 628  

Other non-current assets

     65  

Developed technology, customer relationships, and other intangibles

     4,669  

Goodwill (includes assembled workforce)

     19,382  
  

 

 

 

Total assets acquired

     24,744  
  

 

 

 

Liabilities assumed:

  

Debt obligations, current portion

     495  

Other current liabilities

     903  

Debt obligations, non-current portion

     89  

Deferred tax liabilities

     1,257  

Other non-current liabilities

     349  
  

 

 

 

Total liabilities assumed

     3,093  
  

 

 

 

Net assets acquired

   $ 21,651  
  

 

 

 

The Company utilizes different valuation approaches and methodologies to determine the fair value of the acquired assets. A summary of the valuation methodologies, significant assumptions, and estimated useful lives of acquired intangibles in the Gyori Purchase are provided in the below table (in thousands):

 

Intangible

   Assigned
Value
    

Valuation Methodology

   Discount
Rate
    Assigned
Useful

Life
 

Customer relationships

   $ 1,073      Multi-period excess earnings-income approach      20.0     10 years  

Trademarks and trade names

     81      Relief from royalty- income approach      20.0     1 year  

Developed technology and customer database

     3,387      Relief from royalty- income approach      19.0     6 years  

Noncompetition agreements

     128      With-and-without valuation- income approach      20.0     3 years  

The excess of the purchase price over the net identifiable tangible and intangible assets of $19.4 million has been recorded as goodwill, which includes synergies expected from the combined service offerings and the value of the assembled workforce. The goodwill is expected to be non-deductible for tax purposes.

During the fourth quarter of 2017, the Company recorded a $8.4 million goodwill impairment charge related to the Brazil business (see Note 6). The charge is included in Goodwill impairment and restructuring charges in the consolidated statement of operations.

For the period from the date of the Gyori acquisition through December 31, 2016, revenue was $1.2 million and the pre-tax loss was $1.4 million from the Gyori business.

 

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Table of Contents

AVALARA, INC.

Notes to Consolidated Financial Statements

 

June 2015 Acquisition of VAT Applications

On June 10, 2015, the Company entered into a Share Purchase Agreement (the “iVAT Purchase”) with VAT Applications NV, VAT House Services NV and VAT Integrations BVBA, (collectively “iVAT”). iVAT is a developer of the iVAT suite of VAT compliance software and services for businesses compliance. The Company accounted for the iVAT Purchase as a business combination. As a result of the acquisition the Company expands its global reach and expands its ability to provide VAT content. Acquisition-related costs of approximately $0.1 million for the year ended December 31, 2015 were primarily for professional fees to perform due diligence and other procedures associated with the acquisition.

The total purchase price of this transaction was $16.5 million, consisting of $11.3 million paid in cash and earnout of $5.2 million.

Based on the terms of the iVAT purchase agreement, the earnout allows for three annual payouts equal to 55% of the amount above baseline bookings for each year. The baseline bookings, as defined in the purchase agreement, is equal to (1) the combined bookings from July 1, 2014 to June 30, 2015 for Year 1; (2) for Year 2, the baseline is equal to the combined bookings in Year 1 and; (3) for Year 3, the baseline is equal to the combined bookings in Year 2. The earnout was originally recognized at fair value at the date of the business combination and was recorded as liability on the balance sheet. In the Year 1 and Year 2 performance periods, a $1.0 million and $1.6 million payout was earned, respectively. The Company agreed to settle the Year 3 earnout for approximately $3.1 million, see Note 3.

The allocation of the fair value of the assets acquired and the liabilities assumed in the iVAT Purchase is provided in the following table (in thousands):

 

Assets acquired:

  

Current assets

   $ 1,794  

Other non-current assets

     551  

Developed technology, customer relationships, and other intangibles

     5,983  

Goodwill (includes assembled workforce)

     10,483  
  

 

 

 

Total assets acquired

     18,811  
  

 

 

 

Liabilities assumed:

  

Other current liabilities

     345  

Deferred revenue, current portion

     486  

Deferred tax liabilities

     1,464  

Other non-current liabilities

     32  
  

 

 

 

Total liabilities assumed

     2,327  
  

 

 

 

Net assets acquired

   $ 16,484  
  

 

 

 

 

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Table of Contents

AVALARA, INC.

Notes to Consolidated Financial Statements

 

The company utilizes different valuation approaches and methodologies to determine the fair value of the acquired assets. A summary of the valuation methodologies, significant assumptions, and estimated useful lives for acquired intangibles in the iVAT Purchase are provided in the below table (in thousands):

 

Intangible

   Assigned
Value
    

Valuation Methodology

   Discount
Rate
    Assigned
Useful Life
 

Customer relationships

   $ 2,956     

With-and-without valuation-income approach

     21.0     5 years  

Trademarks and trade names

     53     

Relief from royalty-income approach

     21.0     3 years  

Developed technology and customer database

     2,755     

Multi-period excess earnings-income approach

     21.0     6 years  

Noncompetition agreements

     219     

With-and-without valuation-income approach

     21.0     3 years  

The excess of the purchase price over the net identified tangible and intangible assets of $10.5 million has been recorded as goodwill, which includes expected synergies and the value of the assembled workforce. The goodwill is expected to be non-deductible for tax purposes.

For the period from the date of the iVAT Purchase through December 31, 2015, revenue from iVAT customers was $1.0 million and the pre-tax loss from the iVAT business was $2.3 million.

June 2015 Acquisition of EZtax

On June 1, 2015, the Company entered into a Stock Purchase Agreement (the “EZtax Purchase”) with BillSoft, Inc. (dba EZtax), (“EZtax”). EZtax is a provider of automated software solutions for telecom sales tax compliance. The Company accounted for the EZtax Purchase as a business combination. As a result of the acquisition, the Company enhanced its platform by expanding its content database and delivering a widely-distributed solution. Acquisition-related costs of approximately $0.2 million for the year ended December 31, 2015 were primarily for professional fees to perform due diligence and other procedures associated with the acquisition.

The total purchase price of this transaction was $28.1 million, consisting entirely of cash. The allocation of fair value of the assets acquired and the liabilities assumed in the EZtax Purchase is provided in the following table (in thousands):

 

Assets acquired:

  

Current assets

   $ 2,189  

Other non-current assets

     502  

Developed technology, customer relationships, and other intangibles

     7,759  

Goodwill (includes assembled workforce)

     23,009  
  

 

 

 

Total assets acquired

     33,459  
  

 

 

 

Liabilities assumed:

  

Other current liabilities

     1,718  

Deferred revenue, current portion

     634  

Deferred tax liabilities

     2,987  
  

 

 

 

Total liabilities assumed

     5,339  
  

 

 

 

Net assets acquired

   $ 28,120  
  

 

 

 

 

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Table of Contents

AVALARA, INC.

Notes to Consolidated Financial Statements

 

The Company utilizes different valuation approaches and methodologies to determine the fair value of the acquired assets. A summary of the valuation methodologies, significant assumptions, and estimated useful lives for acquired intangibles in the EZtax Purchase are provided in the below table (in thousands):

 

Intangible

   Assigned
Value
    

Valuation Methodology

   Discount
Rate
  Assigned
Useful Life
 

Customer relationships

   $ 2,880     

With-and-without valuation-income approach

   20.0%     10 years  

Trademarks and trade names

     29     

Relief from royalty-income approach

   20.0%     1 year  

Developed technology and customer database

     4,807     

Multi-period excess earnings-income approach

   20.0%     6 years  

Noncompetition agreements

     43      With-and-without valuation-income approach    20.0%     5 years  

The excess of the purchase price over the net identified tangible and intangible assets of $23.0 million has been recorded as goodwill, which includes expected synergies and the value of the assembled workforce. The goodwill is expected to be non-deductible for tax purposes.

For the period from the date of the EZtax Purchase through December 31, 2015, revenue from EZtax customers was $6.3 million and the pre-tax loss from the EZtax business was $2.5 million.

February 2015 Acquisition of HotSpot

On February 25, 2015, the Company entered into an Agreement and Plan to Merger (the “HotSpot Purchase”) with HotSpot Tax, Inc. (“HotSpot”). HotSpot is a provider of comprehensive, cloud-based, automated software solutions for vacation rental tax compliance for companies in the United States. The Company accounted for the HotSpot Purchase as a business combination. As a result of the acquisition the Company enhanced its platform by expanding its content database and delivering a widely-distributed solution. Acquisition-related costs incurred, which primarily for professional fees to perform due diligence and other procedures associated with the acquisition, were expensed as incurred and were not material for the year ended December 31, 2015.

The total purchase price of this transaction was $9.1 million, consisting of $6.4 million paid in cash, 341,163 shares of Series D-1 preferred stock valued at $2.3 million, and earnout with an estimated fair value of $0.4 million at the acquisition date. The value of the Company’s Series D preferred stock was determined by using a PWERM, which assigned a 60% probability of an initial public offering in 2016; a 10% probability of a sale of the Company in 2017; and 30% probability of remaining a private company.

The earnout in the HotSpot Purchase provides for a one-time payment of $0.5 million if revenue attributable HotSpot customers for the period of January 1, 2016 through December 31, 2016 meets certain thresholds. The Company is not required to issue any earnout consideration if revenue during this period is less than $2.0 million. Factoring in a discount rate of 4% and probabilities of various scenarios, the fair value of the earnout was estimated to be $0.4 million at the date of acquisition on February 25, 2014. The earnout was recognized at fair value at the date of the business combination and was recorded as a liability on the balance sheet. No amounts were earned in the performance period.

 

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Table of Contents

AVALARA, INC.

Notes to Consolidated Financial Statements

 

The allocation of the fair value of the assets acquired and the liabilities assumed in the HotSpot Purchase is provided in the following table (in thousands):

 

Assets acquired:

  

Current assets

   $ 1,241  

Other non-current assets

     44  

Developed technology, customer relationships, and other intangibles

     2,334  

Goodwill (includes assembled workforce)

     6,177  
  

 

 

 

Total assets acquired

     9,796  
  

 

 

 

Liabilities assumed:

  

Other current liabilities

     38  

Long term credit facility

     171  

Deferred tax liabilities

     476  
  

 

 

 

Total liabilities assumed

     685  
  

 

 

 

Net assets acquired

   $ 9,111  
  

 

 

 

The Company utilizes different valuation approaches and methodologies to determine the fair value of the acquired assets. A summary of the valuation methodologies, significant assumptions, and estimated useful lives for acquired intangibles in the HotSpot Purchase are provided in the below table (in thousands):

 

Intangible

   Assigned
Value
    

Valuation Methodology

   Discount
Rate
    Assigned
Useful Life
 

Customer relationships

   $ 83      With or without approach- income approach      28.5     6 years  

Trademarks and trade names

     4      Relief from royalty- income approach      28.5     1 year  

Developed technology and customer database

     2,247      Multi-period excess earnings-income approach      28.5     7 years  

The excess of the purchase price over the net identified tangible and intangible assets of $6.2 million has been recorded as goodwill, which includes expected synergies and the value of the assembled workforce. The goodwill is expected to be non-deductible for tax purposes. For the period from the date of the HotSpot Purchase through December 31, 2015, revenue from HotSpot customers was $0.8 million and the pre-tax loss from the HotSpot business was $1.6 million.

Pro Forma Financial Information (Unaudited)

The unaudited pro forma financial information in the table below summarizes the combined results of operations for Avalara, Gyori, VATapp, HotSpot, and EZtax (which were considered relevant for the purposes of unaudited pro forma financial information disclosure) as though the companies were combined as of January 1, 2015. The unaudited pro forma financial information presented also included the business combination accounting effects resulting from the acquisition, including amortization charges from acquired intangible assets. The unaudited pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of

 

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Table of Contents

AVALARA, INC.

Notes to Consolidated Financial Statements

 

operations that would have been achieved if the Gyori acquisition had taken place as of January 1, 2015.

 

     2015     2016  
     (in thousands)  

Revenue

   $ 134,164     $ 172,024  

Net loss

     (78,274     (59,739

6. Intangible Assets

Finite-lived intangible assets consisted of the following (in thousands):

 

            December 31, 2016  
     Average Useful Life
(Years)
     Gross      Accumulated
Amortization
    Net  

Customer relationships

     3 to 10      $ 14,899      $ (5,592   $ 9,307  

Developed technology

     3 to 8        24,476        (10,049     14,427  

Noncompete agreements

     3 to 5        562        (300     262  

Tradename and trademarks

     1 to 4        413        (309     104  
     

 

 

    

 

 

   

 

 

 
      $ 40,350      $ (16,250   $ 24,100  
     

 

 

    

 

 

   

 

 

 

 

            December 31, 2017  
     Average Useful Life
(Years)
     Gross      Accumulated
Amortization
    Net  

Customer relationships

     3 to 10      $ 15,270      $ (7,347   $ 7,923  

Developed technology

     3 to 8        24,781        (13,785     10,996  

Noncompete agreements

     3 to 5        586        (446     140  

Tradename and trademarks

     1 to 4        419        (404     15  
     

 

 

    

 

 

   

 

 

 
      $ 41,056      $ (21,982   $ 19,074  
     

 

 

    

 

 

   

 

 

 

 

            March 31, 2018 (unaudited)  
     Average Useful Life
(Years)
     Gross      Accumulated
Amortization
    Net  

Customer relationships

     3 to 10      $ 15,353      $ (7,807   $ 7,546  

Developed technology

     3 to 8        24,864        (14,684     10,180  

Noncompete agreements

     3 to 5        592        (488     104  

Tradename and trademarks

     1 to 4        420        (413     7  
     

 

 

    

 

 

   

 

 

 
      $ 41,229      $ (23,392   $ 17,837  
     

 

 

    

 

 

   

 

 

 

 

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AVALARA, INC.

Notes to Consolidated Financial Statements

 

Finite-lived intangible assets are generally amortized on a straight-line basis over the remaining estimated useful life as management believes that this reflects the expected benefit to be received from these assets. Finite-lived intangible assets amortization expense was $4.1 million, $5.1 million, $5.7 million, $1.4 million (unaudited), and $1.4 million (unaudited) for the years ended December 31, 2015, 2016, and 2017, and for the three months ended March 31, 2017 and 2018 respectively. Future amortization expense related to these finite-lived intangible assets is expected to be as follows (in thousands):

 

Years Ending December 31

      

2018

   $ 5,490  

2019

     4,716  

2020

     3,608  

2021

     2,289  

2022

     1,297  

Thereafter

     1,674  
  

 

 

 
   $ 19,074  
  

 

 

 

Goodwill

Changes in the carrying amount of goodwill through March 31, 2018, are summarized as follows (in thousands):

 

Balance—January 1, 2016

   $ 60,754  

Acquisition of Gyori

     19,382  

Cumulative translation adjustments

     (388
  

 

 

 

Balance—December 31, 2016

   $ 79,748  
  

 

 

 

Cumulative translation adjustments

     1,152  

Goodwill impairment

     (8,418
  

 

 

 

Balance—December 31, 2017

   $ 72,482  
  

 

 

 

Cumulative translation adjustments (unaudited)

     373  
  

 

 

 

Balance—March 31, 2018 (unaudited)

   $ 72,855  
  

 

 

 

Goodwill is tested for impairment annually on October 31 at the reporting unit level or whenever circumstances occur indicating goodwill might be impaired. The impairment test involves comparing the fair value of each reporting unit to its carrying value, including goodwill. Fair value reflects the price a market participant would be willing to pay in a potential sale of the reporting unit. If the fair value exceeds carrying value, the Company will conclude that no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its fair value, the Company will recognize an impairment loss in an amount equal to the excess, not to exceed the carrying value.

The Company has three reporting units for goodwill impairment testing consisting of its U.S., European, and Brazilian operations. When following a quantitative approach, the Company measures the fair value of its reporting units using a combination of a discounted cash flow approach and the market valuation approach using publicly traded company multiples in similar businesses, which are Level 3 measurements. This analysis requires significant judgments, including estimation of future

 

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AVALARA, INC.

Notes to Consolidated Financial Statements

 

cash flows, which is dependent on internal forecasts, determination of the Company’s weighted average cost of capital, which is risk-adjusted to reflect the specific risk profile of the reporting unit being tested, and determination of revenue multiples, which are based on guideline public company multiples and adjusted for the specific size and risk profile of the reporting unit. The weighted average cost of capital used in the Company’s most recent annual impairment test was risk-adjusted to reflect the specific risk profile of the reporting units and ranged from 22% to 25%.

A quantitative impairment test was performed for the Company’s European and Brazilian reporting units. Upon completion, the fair value of the European reporting unit was in excess of the carrying value, whereas the fair value of the Brazilian reporting unit was less than the carrying value.

In the first ten months of 2017, the Brazilian reporting unit did not meet revenue or cash flow objectives due primarily to longer than expected integration efforts and a smaller proportion of recurring revenues than previously anticipated. This led to a delay in the forecasted timing of future revenue and cash flow compared to previous expectations. In addition to delaying cash flows, management also updated its internal forecast to reflect lower assumed future revenue growth rates. As a result, management concluded that a $8.4 million impairment adjustment was required. The goodwill impairment charge is included in Goodwill impairment and restructuring charges in the consolidated statements of operations.

The U.S. reporting unit had a negative carrying value as of October 31, 2017. The carrying amount of goodwill for the U.S. reporting unit was $50.7 million.

The Company did not have an accumulated goodwill impairment as of December 31, 2016, and had $8.4 million of accumulated goodwill impairment as of December 31, 2017, and March 31, 2018 (unaudited).

7. Commitments and Contingencies

Leases

The Company has non-cancelable operating leases for office facilities in the United States, United Kingdom, Belgium, Brazil and India that expire through 2028. Rent expense was $4.7 million, $4.8 million, $5.7 million, $1.1 million (unaudited) and $2.3 million (unaudited) for the years ended December 31, 2015, 2016, and 2017, and for the three months ended March 31, 2017 and 2018 respectively.

The Company’s obligation for payments under these leases is as follows (in thousands):

 

Years Ending December 31

   Operating
Leases
 

2018

   $ 7,680  

2019

     8,748  

2020

     9,193  

2021

     9,800  

2022

     9,810  

Thereafter

     40,076  
  

 

 

 

Total minimum lease payments

   $ 85,307  
  

 

 

 

 

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AVALARA, INC.

Notes to Consolidated Financial Statements

 

In June 2016, the Company entered into an office lease agreement (the “King Street Lease”), which the Company began using in the first quarter of 2018 for its new corporate headquarters. The Company’s lease for its former corporate headquarters will expire at the end of 2022.

The King Street Lease provides for a term of 120 full calendar months commencing when the Landlord delivers the premises to the Company, which was in the first quarter of 2018. Pursuant to the King Street Lease, base rent will be approximately $231,424 per month for the first ten months following the commencement of the Term, and will increase each twelve-month period thereafter and as additional floors are added to the lease term. Further, base rent will be approximately $578,390 per month for the final twelve months of the lease. The base rent payments do not include the Company’s proportionate share of any operating expenses for the location.

Commitments

The Company has commitments related to network infrastructure, hosting services, and software licenses. The Company’s obligation for future payments under these contracts is $5.1 million, $3.3 million, $3.3 million, and $3.5 million for each of the years ending December 31, 2018 through 2021, respectively.

Contingencies

Loss contingencies may arise in connection with the ordinary conduct of the Company’s business activities. The Company considers all loss contingencies on a quarterly basis and based on known facts assesses whether potential losses are considered reasonably possible, probable and estimable. The Company establishes an accrual for loss contingencies when the loss is both probable and reasonably estimable. These accruals represent management’s best estimate of probable losses and, in such cases, there may be an exposure to loss in excess of the amounts accrued. Significant judgment is required to determine both likelihood of there being a probable loss and the estimated amount of a loss. If a loss contingency is not both probable and reasonably estimable, the Company does not establish an accrual, but will evaluate other disclosure requirements and continue to monitor the matter for developments that would make the loss contingency both probable and reasonably estimable. The ultimate outcome of any litigation relating to a loss contingency is uncertain and, regardless of outcome, litigation can have an adverse impact on the Company because of defense costs, negative publicity, diversion of management resources and other factors.

Pursuant to the Company’s agreement with the Streamlined Sales Tax Governing Board, Inc., or SST, the Company calculates and remits sales taxes to certain states on behalf of its customers, and that agreement contains provisions detailing the circumstances under which the Company may become liable to member states in the event of delinquent payment of taxes. In a situation where the state is conducting a sales tax audit and the Company’s customer has declared bankruptcy or otherwise terminated operations before the appropriate documentation or tax liabilities have been remitted to the taxing jurisdiction, the Company could be held to be financially responsible for certain tax liabilities.

The Company accrues for estimated losses for SST sales tax audits at the time it recognizes revenue based on an evaluation of the history of loss in comparison to historical revenue. The Company adjusts this estimate as needed when actual experience differs from previously recorded amounts, or when a particularly significant or unusual claim or liability is deemed probable of payment by the Company. The reserve for estimated losses from SST sales tax audits is $0.2 million,

 

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AVALARA, INC.

Notes to Consolidated Financial Statements

 

$0.1 million, and $0.1 million (unaudited) as of December 31, 2016 and 2017, and March 31, 2018 respectively.

In its standard subscription agreements, the Company has agreed to indemnification provisions with respect to certain matters. Further, from time to time, the Company has also assumed indemnification obligations through its acquisition activity. These indemnification provisions can create a liability to the Company if its services do not appropriately calculate taxes due to tax jurisdictions, or if the Company is delinquent in the filing of returns on behalf of its customers. Although the Company’s agreements have disclaimers of warranties that limit its liability (beyond the amounts the Company agrees to pay pursuant to its indemnification obligations and guarantees, as applicable), a court could determine that such disclaimers and limitations are unenforceable as a matter of law and hold the Company liable for certain errors. Further, in some instances the Company has negotiated agreements with specific customers or assumed agreements in connection with the Company’s acquisitions that do not limit this liability or disclaim these warranties. It is not possible to reasonably estimate the potential loss under these indemnification arrangements.

While the Company has never paid a material claim related to these indemnification provisions, the Company believes that, as of December 31, 2017 and March 31, 2018 (unaudited), there is a reasonable possibility that a loss may be incurred pursuant to certain of these arrangements and estimates a range of loss of up to $2.0 million. The Company has not recorded an accrual related to these arrangements as of December 31, 2017 or March 31, 2018 (unaudited) because it has not determined that a loss is probable. While no claim has been asserted against the Company, if such claim were made, the Company would vigorously defend itself. The ultimate outcome of these potential obligations is unknown, and it is possible that the actual losses could be higher than the estimated range.

8. Debt

Loan and Security Agreement

In November 2017, the Company amended its June 2016 loan and security agreement with Silicon Valley Bank and Ally Bank (the “Lenders”). The credit arrangements include a senior secured $30.0 million term loan facility and a $50.0 million revolving credit facility (collectively, the “Credit Facilities”). The $30.0 million term loan must be repaid in November 2020 with principal payments beginning December 2018. The $50.0 million revolving credit facility, which is subject to a borrowing base limitation and is reduced by outstanding letters of credit, must be repaid in November 2019. The obligations under the Credit Facilities are collateralized by substantially all the assets of the Company, including intellectual property, receivables and other tangible and intangible assets.

Collectively, the Credit Facilities include several affirmative and negative covenants, including a requirement that the Company maintain minimum net billings, minimum liquidity and observe restrictions on dispositions of property, changes in its business, mergers or acquisitions, incurring indebtedness, and distributions or investments. Written consent of the Lenders is required to pay dividends to shareholders, with the exception of dividends payable in common stock. As of December 31, 2017 and March 31, 2018 (unaudited), the Company was in compliance with all covenants of the Credit Facilities.

The Company is required to pay a quarterly fee of 0.50% per annum on the undrawn portion available under the revolving credit facility plus the sum of outstanding letters of credit. Under the

 

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AVALARA, INC.

Notes to Consolidated Financial Statements

 

Credit Facilities, the interest rate on the term loan and the revolving credit facility is based on the greater of either 4.25% or the current prime rate plus 2.25% for the term loan and plus 1.75% for the revolving credit facility. As of December 31, 2017 and March 31, 2018 (unaudited), the Company had borrowings of $30.0 million outstanding under the term loan facility bearing interest at an annual rate of 6.75% and 7.00%, respectively and borrowings of $10.0 million and $28.0 million (unaudited) outstanding under the revolving credit facility bearing interest at an annual rate of 6.25% and 6.50%, respectively.

In November 2017, Silicon Valley Bank issued a $2.5 million standby letter of credit under the Credit Facilities in connection with the lease agreement for the Company’s new corporate headquarters. As of December 31, 2017 and March 31, 2018, after reducing for outstanding borrowings and letters of credit totaling $2.5 million, $37.5 million and $19.5 million (unaudited), remained available for borrowing under the revolving credit facility, respectively.

In June 2016, the Company amended and restated its then-existing loan and security agreement with the Lenders. At that time, the credit arrangements included a senior secured $25.0 million term loan facility and a $25.0 million revolving credit facility. In June 2016, the Company also entered into a $10.0 million subordinated loan and security agreement (the “Subordinated Credit Facility”), with Silicon Valley Bank. No borrowings were made against the Subordinated Credit Facility and it is no longer available to be drawn.

Upon acquisition of Gyori, the Company assumed $0.6 million of several loans and credit lines with Itau Unibanco and Banco Santander (see Note 5). The loans were fully paid off in the fourth quarter of 2017. As of December 31, 2016, the Company had borrowings in Brazil of $0.4 million outstanding.

In December 2015, the Company amended and restated its then-existing loan and security agreement with Silicon Valley Bank. At the time, the credit arrangements included a senior secured $10.0 million term loan facility and a $25.0 million revolving credit facility.

In August 2008, the Company entered into a note payable for $0.4 million that bears interest at 2.54%. The note is currently payable and due upon demand with a remaining balance of $0.2 million as of December 31, 2016, 2017, and March 31, 2018 (unaudited).

Outstanding borrowings consisted of the following (in thousands):

 

     December 31,      March 31,  
     2016      2017      2018  
                   (unaudited)  

Current portion:

        

Credit facilities

   $ 2,928      $ 625      $ 2,500  

Brazilian borrowings

     340                

Note payable

     228        234        235  
  

 

 

    

 

 

    

 

 

 

Total current portion of long-term debt

   $ 3,496      $ 859      $ 2,735  
  

 

 

    

 

 

    

 

 

 

Noncurrent portion:

        

Credit facilities

     21,755        38,840        55,029  

Brazilian borrowings

     81                
  

 

 

    

 

 

    

 

 

 

Total noncurrent portion of long-term debt

   $ 21,836      $ 38,840      $ 55,029  
  

 

 

    

 

 

    

 

 

 

 

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AVALARA, INC.

Notes to Consolidated Financial Statements

 

Deferred financing fees, net of amortization, related to the Credit Facility are reflected as a direct reduction in the carrying amount of noncurrent debt in the balance sheet and the table above. Upon closing the November 2017 amendment to the Credit Facilities, the Company paid commitment fees to the Lenders of $0.4 million. As of December 31, 2015, 2016, 2017, and March 31, 2018 (unaudited) deferred financing fees, net of amortization, were $0.1 million, $0.3 million, $0.5 million, and $0.5 million, respectively.

As of December 31, 2017, future annual principal payments due under outstanding borrowings were as follows (in thousands):

 

Years Ending December 31

      

2018

   $ 859  

2019

     17,500  

2020

     21,875  

2021

      

Thereafter

      
  

 

 

 

Total minimum debt payments

   $ 40,234  
  

 

 

 

9. Shareholders’ Deficit

(a) Authorized Capital—Common Stock and Preferred Stock

The Company is authorized to issue two classes of stock designated as common stock and preferred stock. As of December 31, 2016, 2017, and March 31, 2018 (unaudited) the Company was authorized to issue up to 153,944,895 shares of common stock with a par value of $0.0001 per share. The Company has a single class of common stock.

The following shares of common stock have been reserved for future issuance upon conversion of the preferred stock, upon exercise of outstanding warrants to acquire common stock and upon exercise of options to acquire common stock at (in thousands):

 

     December 31,      March 31,  
     2016      2017      2018  
                   (unaudited)  

Conversion of outstanding Series A preferred stock

     6,154        6,154        6,151  

Conversion of outstanding Series A-1 preferred stock

     2,344        2,344        2,344  

Conversion of outstanding Series A-2 preferred stock

     139        139        140  

Conversion of outstanding Series B preferred stock

     896        896        896  

Conversion of outstanding Series B-1 preferred stock

     10,759        10,759        10,759  

Conversion of outstanding Series C preferred stock

     3,534        3,534        3,534  

Conversion of outstanding Series C-1 preferred stock

     4,255        4,255        4,255  

Conversion of outstanding Series D preferred stock

     4,283        4,283        4,283  

Conversion of outstanding Series D-1 preferred stock

     11,404        11,404        11,404  

Conversion of outstanding Series D-2 preferred stock

     7,122        7,122        7,122  

Exercise of authorized common stock options (see Note 10)

     9,012        10,727        11,214  

Exercise of outstanding common stock warrants

     678        490        570  
  

 

 

    

 

 

    

 

 

 

Total shares of common stock reserved for future issuance

     60,580        62,107        62,672  
  

 

 

    

 

 

    

 

 

 

 

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AVALARA, INC.

Notes to Consolidated Financial Statements

 

Preferred Stock

The Company had designated ten outstanding series of convertible redeemable preferred stock (collectively, the “Series Preferred Stock”, consisting of Series A, A-1, and A-2, Series B and B-1, Series C and C-1, Series D, D-1 and D-2) as of December 31, 2017 and March 31, 2018 (unaudited). As of December 31, 2016, 2017 and March 31, 2018 (unaudited), the Company was authorized to issue 106,346,091 shares of preferred stock with a par value of $0.0001 per share.

In November 2014, to fund the repurchase of its common and preferred stock, the Company offered Series D-1 preferred stock for sale to a group of accredited investors at a per share purchase price of $6.32. In January 2015, in conjunction with the closing of the common stock and preferred stock repurchase, the Company issued an aggregate of 6,698,370 shares of Series D-1 preferred stock, for aggregate cash proceeds of $42.3 million.

In February 2015, the Company issued 341,163 shares of Series D-1 preferred stock at $6.68 per share related to the acquisition of HotSpot Tax, Inc.

In August 2016, the Company initiated a limited time tender offer, pursuant to which it offered to repurchase its common stock at a per share price of $12.92 and shares of Series A preferred stock, Series A-1 preferred stock, Series A-2 preferred stock, Series B preferred stock, Series B-1 preferred stock, Series C preferred stock, Series C-1 preferred stock, Series D preferred stock and Series D-1 preferred stock at a per share purchase price of $6.65. The tender offer was provided to all existing shareholders. Employees holding vested and currently exercisable stock options could participate in the repurchase through exercise and tender of shares. The prices paid in this repurchase were equal to the fair value of the Company’s shares on the offer date, as determined through comparison to a valuation completed as of June 30, 2016. To fund the repurchase of its common and preferred stock, the Company offered a new round of Series D-2 preferred stock for sale to a group of accredited investors at a per share purchase prices of $6.75. In September 2016, in conjunction with the closing of the common stock and preferred stock repurchase, the Company issued an aggregate of 14,244,640 shares of Series D-2 preferred stock, for aggregate cash proceeds of $96.2 million.

The Series Preferred Stock have conversion to common and liquidation values per share as follows:

 

Preferred Stock Series

  

Purchase Date

   Conversion
Ratio to
Common Stock
     Per Share
Liquidation
Preference
 

A

   November 30, 2005      2:1      $ 0.8880  

A-1

   March 15, 2009      2:1        0.4440  

A-2

   January 21, 2010      2:1        1.6908  

B

   May 14, 2010      2:1        0.9400  

B-1

   November 5, 2010      2:1        1.1000  

C

   June 18, 2012      2:1        2.8291  

C-1

   November 13, 2013      2:1        1.5000  

D

   February 12, 2014      2:1        5.2500  

D-1

   November 10, 2014      2:1        6.3200  

D-2

   September 12, 2016      2:1        6.7500  

 

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AVALARA, INC.

Notes to Consolidated Financial Statements

 

The rights, preferences, privileges, and restrictions for the Series Preferred Stock are as follows:

Voting

The Series Preferred Stock shall be entitled to vote on all matters submitted to the shareholders for a vote together with the holders of common stock, in addition to being entitled to vote as a separate class, or classes, on certain other matters. Each share of common stock is entitled to one vote. Each share of Series Preferred Stock is entitled to a number of votes equal to the number of shares of common stock issuable upon conversion of such Series Preferred Stock as of the record date for such vote.

Dividends

The Company shall not declare or pay or set apart any dividend on any shares of Series Preferred Stock unless the Company shall simultaneously declare and pay an equivalent dividend in respect of each of the other outstanding shares of Series Preferred Stock (on a converted to common basis). Dividends are payable when declared by the board of directors without cumulative preferences. No dividends were declared or paid during the years ended December 31, 2015, 2016, 2017, or for the three months ended March 31, 2018 (unaudited).

Liquidation

In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, the holders of shares of Series Preferred Stock then outstanding shall be entitled to receive by reason of their ownership in preference to any distribution of assets of the Company to the holders of the common stock or any other of the preferred stock that ranks junior in liquidation to the Series Preferred Stock, on a pari passu basis, an amount per share equal to the liquidation value plus all declared and unpaid dividends on such shares of Series Preferred Stock. The table above lists the liquidation value of the Series Preferred Stock before adjustment for stock dividends, stock splits, combinations, reorganizations, recapitalizations, reclassifications, or similar transactions affecting the number of outstanding shares.

The Series Preferred Stock contain provisions that, in the event of a change in the control of the Company, would give the holders of the Series Preferred Stock liquidation rights equal to the liquidation preference on the Series Preferred Stock. Due to these redemption characteristics, the Company’s convertible preferred stock has been presented separate and apart from permanent shareholders’ equity in the consolidated balance sheets.

Conversion Rights

The Series Preferred Stock is convertible to common stock. Any shares of Series Preferred Stock may, at the option of the holder, be converted at any time into fully-paid and non-assessable shares of common stock. The Series Preferred Stock also contain an anti-dilution conversion feature under which the respective conversion prices established at the time of each issuance of Series Preferred Stock will be reset to a lower conversion price, if and when, the Company is to issue additional shares of any class of stock at a price that is lower than the initial conversion price established in each respective issuance of Series Preferred Stock. This form of anti-dilution protection is commonly referred to as “down-round protection.”

 

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AVALARA, INC.

Notes to Consolidated Financial Statements

 

All outstanding shares of Series Preferred Stock shall automatically be converted into common stock upon the earlier of (1) immediately prior to the closing of a Qualified IPO (a sale of common stock to the public that results in aggregate cash proceeds to the Company of not less than $50.0 million) or (2) the date specified by written consent or agreement of the holders of a majority of the then-outstanding shares of Series Preferred Stock, voting together as a single class; provided, that (A) the conversion of the Series B and Series B-1 preferred stock shall require the written consent or agreement of the holders of a majority of the then-outstanding shares of Series B and Series B-1 preferred stock, voting together as a single class, which majority shall include the approval of Sageview Capital Master, L.P., if Sageview holds at least 9,090,909 shares of Series B-1 preferred stock, (B) the conversion of the Series C and Series C-1 preferred stock shall require the written consent or agreement of the holders of a majority of the then-outstanding shares of Series C and Series C-1 preferred stock, voting together as a single class, (C) the conversion of the Series D-1 preferred stock shall require the written consent or agreement of the holders of a majority of the then-outstanding shares of Series D-1 preferred stock, voting together as a separate class, and (D) the conversion of the Series D-2 preferred stock shall require the written consent or agreement of the holders of a majority of the then-outstanding shares of Series D-2 preferred stock, voting together as a separate class. Additionally, a public offering at less than a per share price of one times the original purchase price for the Series D-1 preferred stock requires the holders of the then-outstanding Series D-2 to provide written consent or agreement of a majority of the then-outstanding shares voting as a single class.

Redemption

The Company shall not have the right to and the holders shall not have the right to require the Company to, redeem any shares of Series Preferred Stock, except as described in the Liquidation section above.

(b) Warrant instruments

At December 31, 2015, the following warrants to purchase common stock were outstanding:

 

Class

   Shares
(In thousands)
     Exercise
Price
   Fair Value at
Issuance
   Term
(Years)
 

Series A preferred stock

     315      $0.888    $0.441 to $0.480      0.25  

Common stock

     669      $0.96 to $12.20    $0.046 to $5.120      10  

At December 31, 2016, the following warrants to purchase common stock were outstanding:

 

Class

   Shares
(In thousands)
     Exercise
Price
   Fair Value at
Issuance
   Term
(Years)
 

Common stock

     678      $0.96 to $12.60    $0.046 to $5.120      10  

At December 31, 2017, the following warrants to purchase common stock were outstanding:

 

Class

   Shares
(In thousands)
     Exercise
Price
   Fair Value
at Issuance
   Term
(Years)
 

Common stock

     490      $1.50 to $13.84    $0.178 to $6.280      10  

 

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AVALARA, INC.

Notes to Consolidated Financial Statements

 

At March 31, 2018 (unaudited), the following warrants to purchase common stock were outstanding:

 

Class

   Shares
(In thousands)
     Exercise
Price
   Fair Value
at Issuance
   Term
(Years)
 

Common stock

     570      $1.50 to $16.60    $0.178 to $6.396      10  

Common Stock Warrants

Common stock warrants have typically been granted to members of the Company’s board of directors for services provided. During each of 2015, 2016, 2017, and the three months ended March 31, 2018 (unaudited) the Company issued 80,000, 80,000, 80,000 and 80,000 common stock warrants with weighted average exercise prices of $12.20, $12.60, $13.84, and $16.60 per share, respectively. The warrants granted to the Company’s board of directors were valued with a grant date fair value of $0.4 million, $0.4 million, $0.5 million, $0.4 million (unaudited) and $0.5 million (unaudited) and were expensed as general and administrative expenses for the years ended December 31, 2015, 2016, and 2017, and the three months ended March 31, 2017 and 2018, respectively. The common stock warrants contain net settlement provisions that allow for net exercise and expire in connection with the closing of a public offering of the Company’s common stock, if unexercised at that date.

10. Equity Incentive Plans

The Company has stock-based compensation plans that provide for the award of equity incentives, including stock options, stock bonuses, and restricted stock. As of December 31, 2016, December 31, 2017 and March 31, 2018 (unaudited), the Company had stock options outstanding under two stock-based compensation plans: the 2006 Equity Incentive Plan (the “2006 Plan”) and the Taxcient, Inc. 2005 Stock Option Plan (the “Taxcient Plan”).

Effective March 15, 2006, the Company adopted the 2006 Plan, which allows the Company to grant equity incentives to employees, non-employee directors, advisors, and consultants providing services to the Company. The 2006 Plan is administered by the Company’s board of directors and the Compensation and Leadership Development Committee of the board of directors, which have the discretion to grant options. The term of each option shall be no more than ten years, and the options typically vest in installments over a four-year period. The 2006 Plan provides that on the occurrence of certain strategic events, such as a change in control, the vesting of outstanding options shall be accelerated by an amount of time equal to the vesting period that has elapsed prior to such event, whether or not such options are assumed or substituted in the transaction. If the surviving or acquiring corporation does not assume such options, they will terminate prior to the transaction. As of December 31, 2016 and 2017 and March 31, 2018 (unaudited), there were 8,986,166, 10,701,710, and 11,188,323 shares subject to outstanding awards, respectively, and 2,544,808, 2,857,533, and 1,584,824 shares were available for issuance under the 2006 Plan, respectively.

In connection with the Company’s acquisition of Taxcient, Inc. (“Taxcient”) in 2010, the Company assumed the outstanding stock options issued by Taxcient under the Taxcient Plan, with appropriate adjustments to the number of shares and per share exercise prices in accordance with the merger agreement. At the time of the acquisition, the Company terminated the Taxcient Plan for purposes of future grants. As of December 31, 2016 and 2017, and March 31, 2018 there were 25,410, 25,410, and 25,410 shares subject to outstanding options under the Taxcient Plan, all of which were fully vested.

 

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AVALARA, INC.

Notes to Consolidated Financial Statements

 

The following table summarizes stock option activity for the Company’s stock-based compensation plans:

 

     Shares     Weighted
Average
Exercise
Price
     Weighted
Average
Remaining
Contractual
Life (Years)
     Aggregate
Intrinsic

Value
(in thousands)
 

Options outstanding as of January 1, 2017

     9,011,581       8.26        7.08        50,290  

Options granted

     2,884,125       14.44        

Options exercised

     (593,698     3.84        

Options cancelled

     (444,127     12.76        

Options expired

     (130,756     11.30        
  

 

 

         

Options outstanding as of December 31, 2017

     10,727,125       9.94        7.00        71,430  
  

 

 

         

Options granted (unaudited)

     1,734,614       16.60        

Options exercised (unaudited)

     (786,097     7.66        

Options cancelled (unaudited)

     (400,021     13.92        

Options expired (unaudited)

     (61,888     11.14        
  

 

 

         

Options outstanding as of March 31, 2018 (unaudited)

     11,213,733       10.99        7.21        75,110  
  

 

 

         

Options exercisable as of December 31, 2017

     6,248,095       7.34        5.73        57,827  

Options exercisable as of March 31, 2018 (unaudited)

     6,123,486       7.94        5.80        59,630  

A summary of options outstanding and vested as of December 31, 2017 is as follows:

 

     Options Outstanding      Options Vested and Exercisable  

Exercise

Prices

   Number
Outstanding
     Weighted Average
Life (in Years)
     Number Vested
and Exercisable
     Weighted Average
Life (in Years)
 

$0.70 to 1.90

     1,276,983        2.85        1,271,783        2.85  

2.86 to 6.40

     1,499,421        5.29        1,493,595        5.29  

8.04 to 11.72

     1,911,801        6.09        1,768,719        6.09  

12.20 to 16.06

     6,038,920        8.58        1,713,998        7.90  
  

 

 

       

 

 

    
     10,727,125           6,248,095     
  

 

 

       

 

 

    

A summary of options outstanding and vested as of March 31, 2018 (unaudited) is as follows:

 

     Options Outstanding      Options Vested and Exercisable  

Exercise

Prices

   Number
Outstanding
     Weighted Average
Life (in Years)
     Number Vested
and Exercisable
     Weighted Average
Life (in Years)
 

$0.70 to 1.90

     1,187,861        2.78        1,182,816        2.78  

2.86 to 6.40

     1,247,513        4.91        1,241,798        4.91  

8.04 to 11.72

     1,600,943        5.84        1,529,694        5.84  

12.20 to 15.06

     5,147,848        8.20        2,169,178        7.92  

16.06 to 16.60

     2,029,568        9.78            
  

 

 

       

 

 

    
     11,213,733           6,123,486     
  

 

 

       

 

 

    

 

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AVALARA, INC.

Notes to Consolidated Financial Statements

 

The total intrinsic value of options exercised during 2015, 2016, 2017, and the three months ended March 31, 2017 and 2018 was $19.5 million, $8.6 million, $6.6 million, $0.9 million (unaudited) and $7.0 million (unaudited), respectively.

The aggregate intrinsic value disclosed in the table above is based on the difference between the exercise price of the options and the fair value of the Company’s common stock. The weighted average grant date fair value of options granted during the years ended December 31, 2015, 2016, and 2017 and the three months ended March 31, 2017 and 2018, was $5.58, $5.76, $6.44, $6.44 (unaudited) and $7.16 (unaudited) per share, respectively. During the year ended December 31, 2017 and the three months ended March 31, 2018, 1,930,588 and 723,696 options vested. There were 4,479,030 and 5,090,247 options unvested as of December 31, 2017 and March 31, 2018, respectively.

Total stock-based compensation expense for stock options during the years ended December 31, 2015, 2016, 2017, and for the three months ended March 31, 2017 and 2018 was $5.5 million, $7.8 million, $11.8 million, $2.6 million (unaudited) and $3.0 million (unaudited), respectively. Stock-based compensation expense is recorded on a straight-line basis over the vesting term of each option grant. As of December 31, 2017, and March 31, 2018, $23.6 million and $30.7 million (unaudited) of total unrecognized compensation expense related to stock options was expected to be recognized over a period of approximately three years.

Stock Option Valuation Assumptions

All share-based payments to employees are measured based on the grant date fair value of the awards and recognized in the consolidated statements of operations over the period during which the employee is required to perform services in exchange for the award, generally the four-year, straight-line vesting period. For the periods presented, the fair value of options was estimated using the Black-Scholes option-pricing model with the following assumptions:

 

    December 31,   March 31
    2015   2016   2017   2017   2018
                (unaudited)

Fair value of common stock

  $12.20 to 13.88   $12.34 to 13.84   $13.84 to 16.06   $13.84 to $14.54   $16.86

Volatility

  40 to 45%   40 to 45%   40 to 43%   45%   40%

Expected term

  6 years   6 years   6 years   6 years   6 years

Expected dividend yield

  n/a   n/a   n/a   n/a   n/a

Risk-free interest rate

  1.53% to 2.05%   1.35% to 2.26%   2.02% to 2.22%   2.02% to 2.20%   2.55%

The fair value of the common stock underlying stock options and common stock warrants was estimated by the board of directors, with input from management and third-party valuation firms. The board of directors intends all options granted to be exercisable at a price per share not less than the per share fair value of the Company’s common stock underlying those options on the date of grant. The enterprise value utilized in determining the fair value of common stock for financial reporting purposes was estimated using the market approach and the income approach. Under the market approach, the Company used the guideline public company method, which estimates the fair value of the business enterprise based on market prices of stock of guideline public companies and the option pricing method. Indications of value were estimated by utilizing revenue multiples to measure enterprise value. The guideline merged and acquired company method was not utilized in the valuation, as the Company regarded the method as less reliable as management believes it does not

 

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AVALARA, INC.

Notes to Consolidated Financial Statements

 

directly reflect the Company’s future prospects. The income approach estimates the enterprise value based on the present value of the Company’s future estimated cash flows and the residual value beyond the forecast period. The residual value was based on an exit (or terminal) multiple observed in the comparable company method analysis. The future cash flows and residual value are discounted to their present value to reflect the risks inherent in the Company achieving these estimated cash flows. The discount rate is based on venture capital rates of return for companies nearing an initial public offering. The discount rate is applied using the mid-year convention. The mid-year convention assumes that cash flows are generated evenly throughout the year, as opposed to in a lump sum at the end of the year.

The Company lacks sufficient historical volatility of its stock price. Selected volatility is representative of expected future volatility and was based on the historical and implied volatility of comparable publicly traded companies over a similar expected term.

The expected term represents the period that the Company’s stock-based awards are expected to be outstanding. Given the Company’s relative inexperience of significant exercise activity, the expected term assumptions were determined based on application of the simplified method of expected term calculation by averaging the contractual life of option grants and the vesting period of such grants. This application, when coupled with the contractual life of 10 years and average vesting term of 4 years, creates an expected term of 6 years.

The Company has not paid and does not expect to pay dividends.

The risk-free interest rate is based on the rate for a U.S. Treasury zero-coupon issue with a term that closely approximates the expected life of the option grant at the date nearest the option grant date.

The compensation expense recorded for the Company’s fully vested stock compensation grants represents the grant date fair value of the total vested number of awards. Prior to the adoption of ASU 2016-09, the Company did not record compensation expense for awards that had been forfeited prior to vesting, and made estimates of current grants that ultimately are not expected to vest (i.e. expected forfeitures). Following the adoption of ASU 2016-09 on January 1, 2017, the Company accounts for forfeitures upon occurrence (see Note 2). The Company uses the straight-line attribution method for recognizing stock-based compensation expense.

11. Income Taxes

Disclosure with respect to the Tax Cuts and Jobs Act

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code that will affect 2017, including but not limited to, (1) reduction of the U.S. federal corporate tax rate, (2) requiring a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries, (3) a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries, and (4) a new provision designed to tax global intangible low-taxed income (GILTI), which allows for the possibility of using foreign tax credits (FTCs) and a deduction of up to 50 percent to offset the income tax liability (subject to some limitations).

The SEC staff issued SAB 118, which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the

 

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AVALARA, INC.

Notes to Consolidated Financial Statements

 

Tax Act enactment date for companies to complete the accounting under ASC 740, Income Taxes. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act.

As of December 31, 2017, the Company has not completed its accounting for the tax effects of enactment of the Tax Act; however, in certain cases, as described below, the Company has recorded a provisional amount for the effects on existing deferred tax balances and the one-time transition tax. Due to the complexity of the new GILTI rules, the Company will continue to evaluate this provision of the Tax Act and the application of ASC 740. The Company expects to complete its accounting for the impact of the Tax Act during the one-year measurement period from enactment.

Provisional Amounts

Deferred tax assets and liabilities detailed below were re-measured to reflect the reduction in the US corporate income tax rate. The Company is still analyzing certain aspects of the Tax Act, which could potentially affect the measurement of these balances or give rise to new deferred tax amounts. The provisional amount recorded related to the re-measurement of the deferred tax balance was $44.8 million, of which $0.7 million impacted deferred tax expense. The remainder of re-measurement was offset by a valuation allowance resulting in no impact to tax expense.

The one-time transition tax is a tax on previously untaxed accumulated and current earnings and profits (E&P) of certain of the Company’s foreign subsidiaries. To determine the amount of the transition tax, the Company must determine, in addition to other factors, the amount of post-1986 E&P of the relevant subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings. The Company currently does not expect to incur a one-time transition tax liability due to the overall accumulated E&P deficit at the measurement date. However, given there are many assumptions that must be made to calculate the transition tax, the Company will continue to gather additional information to more precisely evaluate the impact of the transition tax and make any adjustments, if necessary, within the measurement period.

The Company has not assessed the impact of certain other provisions of the Tax Act, such as Global Intangible Low Taxed Income (“GILTI”). Further, the Company has not yet made a policy election with respect to the treatment of potential deferred tax assets or liabilities affected by GILTI. The Company intends to make the necessary adjustments, if any, within the measurement period.

 

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AVALARA, INC.

Notes to Consolidated Financial Statements

 

Major components of the income tax provision (benefit) are as follows (in thousands):

 

     December 31,  
         2015             2016         2017  

Current:

      

Federal

   $     $     $  

State

                  

Foreign

     168       552       87  
  

 

 

   

 

 

   

 

 

 

Total current income tax provision

     168       552       87  

Deferred:

      

Federal

     (2,870     435       (368

State

     (115     38       90  

Foreign

     (776     (385     (1,028
  

 

 

   

 

 

   

 

 

 

Total

   $ (3,593   $ 640     $ (1,219
  

 

 

   

 

 

   

 

 

 

Domestic and foreign components of loss before income tax are as follows (in thousands):

 

     December 31,  
           2015                 2016                 2017        

Domestic

   $ (79,673   $ (54,743   $ (41,575

Foreign

     (1,684     (2,505     (23,770
  

 

 

   

 

 

   

 

 

 

Total

   $ (81,357   $ (57,248   $ (65,345
  

 

 

   

 

 

   

 

 

 

Major differences between the deferral statutory rate of 35% and the effective tax rate are as follows (in thousands):

 

     December 31,  
         2015             2016             2017      

Tax at statutory rate

   $ (28,652   $ (20,156   $ (22,871

State taxes

     (2,758     (1,863     (2,531

Research and development credits

     (1,311     (793     (1,460

Tax purchase accounting benefit*

     (3,463            

Changes in tax law

                 (840

Stock-based compensation

     566       85       (3,110

Goodwill impairment

                 2,903  

Foreign rate differential

     (19     748       1,815  

Change in valuation allowance

     30,965       22,118       21,644  

Other

     1,079       501       3,231  
  

 

 

   

 

 

   

 

 

 

Total

   $ (3,593   $ 640     $ (1,219
  

 

 

   

 

 

   

 

 

 

 

* During the year ended December 31, 2015, the Company acquired the stock of two U.S. companies (collectively, HotSpot and EZtax), for which the Company recorded deferred tax liabilities through purchase accounting. These acquired deferred tax liabilities provided a future source of taxable income to support the realization of the existing U.S. deferred tax assets of Avalara, Inc. The Company recorded discrete income tax benefits equal to the amount of the acquired deferred tax liabilities.

 

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AVALARA, INC.

Notes to Consolidated Financial Statements

 

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands):

 

     December 31,  
     2016     2017  

Deferred tax assets:

    

Net operating loss carryforward

   $ 87,114     $ 74,215  

Share-based compensation

     6,282       6,622  

Deferred revenue

     3,627       2,748  

Research and development credit, net of uncertain tax position reserve

     2,259       3,586  

Other

     4,294       2,672  
  

 

 

   

 

 

 

Total deferred tax assets

     103,576       89,843  
  

 

 

   

 

 

 

Deferred tax liabilities:

    

Definite lived intangibles

     (3,675     (2,137

Other

     (2,487     (1,714
  

 

 

   

 

 

 

Total deferred tax liabilities

     (6,162     (3,851
  

 

 

   

 

 

 

Net deferred tax assets before valuation allowance

     97,414       85,992  

Valuation allowance

     (100,574     (87,846
  

 

 

   

 

 

 

Net deferred tax liability

   $ (3,160   $ (1,854
  

 

 

   

 

 

 

As of December 31, 2016 and 2017, the Company had federal net operating loss carryforwards (“NOLs”) of approximately $262.0 million and $292.2 million, respectively, and state NOLs of approximately $139.5 million and $173.9 million, respectively. If not utilized, the federal and state NOLs will expire in varying amounts beginning in 2024 for federal purposes and 2018 for state purposes. The Company recently performed a Section 382 study to determine whether the use of its organically generated NOLs was subject to limitation and concluded that no Section 382 limitation would apply. As of December 31, 2017, $1.1 million of the Company’s acquired federal NOLs were subject to Section 382 limitations. Future changes in the ownership of the Company could further limit the Company’s ability to utilize its NOLs. The Company has U.S. research and development credit carryforwards of $6.9 million as of December 31, 2017, which will begin to expire in 2030.

The Company adopted ASU No. 2016-09 on January 1, 2017. Upon adoption, the Company recorded a $11.3 million cumulative-effect adjustment decrease in accumulated deficit and an offsetting increase in deferred tax assets for previously unrecognized excess tax benefits that existed as of January 1, 2017. Since the realization of these deferred tax assets is not more likely than not to be achieved, the Company recorded an $11.3 million valuation allowance against these deferred tax assets with an offsetting increase in accumulated deficit.

The Company has assessed its ability to realize its deferred tax assets and has recorded a valuation allowance against such assets to the extent that, based on the weight of all available evidence, it is more likely than not that all or a portion of the deferred tax assets will not be realized. In assessing the likelihood of future realization of its deferred tax assets, the Company placed a significant amount of weight on its history of generating U.S. tax losses, including in the current year. During the years ended December 31, 2015, 2016, and 2017, the Company increased its valuation

 

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AVALARA, INC.

Notes to Consolidated Financial Statements

 

allowance by $27.4 million, $22.1 million, and $21.6 million, respectively. The increase in each period was primarily related to U.S. federal and state tax losses incurred during the period.

The Company has established an accrual for uncertain tax positions related to its U.S. research and development credits and related to the deductibility of the Company’s bonus plan. As of December 31, 2016 and 2017 the Company had $2.7 million and $3.3 million of uncertain tax positions, of which the total amount of unrecognized tax benefits that if recognized would affect the effective tax rate is zero. During the year ended December 31, 2016, the Company filed an accounting method change with respect to its employee bonus plan which resulted in a $1.3 million reduction in the balance for uncertain tax positions. The Company has not recorded any interest or penalties related to uncertain tax positions. However, any such amounts recorded in the future will be classified as a component of income tax expense.

A reconciliation of the beginning and ending balances for uncertain tax positions is as follows (in thousands):

 

     December 31,  
     2016     2017  

Balance at January 1

   $ 3,796     $ 2,727  

Additions for tax positions related to the current year

     242       867  

Additions for tax positions related to prior years

            

Reductions for tax positions related to prior years

     (1,311     (294

Reductions related to settlements

            

Reductions related to a lapse of statute

            
  

 

 

   

 

 

 

Balance at December 31

   $ 2,727     $ 3,300  
  

 

 

   

 

 

 

The $3.3 million research and development credit uncertain tax position reserve as of December 31, 2017 has been presented on the balance sheet and in the deferred tax inventory as a reduction to the related research and development tax credit deferred tax asset.

The Company files income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. No U.S. federal income tax payments were made due to the Company’s NOL position. The Company made income tax payments of $0.1 million, $0.3 million, and $0.4 million related primarily to the operations of its foreign subsidiaries for the years ended December 31, 2015, 2016, and 2017, respectively. With limited exceptions, all tax years for which the Company has filed a tax return remain open due to the existence of NOLs.

The Company used an annual effective tax rate approach to calculate income taxes for the three months ended March 31, 2017 and 2018. The annual effective tax rate differs from the U.S. Federal statutory rate due primarily to providing a valuation allowance on deferred tax assets. Income taxes for international operations are not material for the three months ended March 31, 2017 and 2018 (unaudited).

The effective income tax rate was a benefit of 0.9% and 5.3% for the three months ended March 31, 2017 and 2018, respectively (unaudited). The difference is due primarily to an update to the provisional amount recorded as of December 31, 2017. The Company determined that indefinite lived goodwill would provide a source of income to realize indefinite lived deferred tax assets resulting in tax benefit of $879,000 during the three months ended March 31, 2018 (unaudited). The Company

 

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AVALARA, INC.

Notes to Consolidated Financial Statements

 

continues to analyze changes under the Tax Act and anticipates recording any additional resulting adjustments within the measurement period.

12. Net Loss Per Share Attributable to Common Shareholders

The Company calculates basic and diluted net loss per share attributable to common shareholders in conformity with the two-class method required for companies with participating securities. The Company considers all series of convertible preferred stock to be participating securities. Under the two-class method, the net loss attributable to common shareholders is not allocated to the convertible preferred stock as the holders of convertible preferred stock do not have a contractual obligation to share in losses.

The diluted net loss per share attributable to common shareholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, convertible preferred stock, options to purchase common stock and warrants to purchase common stock are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common shareholders as their effect is antidilutive. Basic and diluted net loss per common share was the same for each period presented, as the inclusion of all potential common shares outstanding would have been antidilutive.

The following table sets forth the computation of basic and diluted net loss per common share (in thousands, except per share amounts):

 

     For the
Year Ended December 31,
    For the
Three Months Ended March 31,
 
     2015     2016     2017     2017     2018  
                       (unaudited)  

Numerator:

          

Net loss attributable to common shareholders

   $ (77,764   $ (57,888   $ (64,126   $ (15,998   $ (15,249

Denominator:

          

Weighted-average common shares outstanding-basic

     4,586       5,706       5,632       5,389       6,170  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Dilutive effect of share equivalents resulting from stock options, common stock warrants and convertible preferred shares (as converted)

                              
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average common shares outstanding-diluted

     4,586       5,706       5,632       5,389       6,170  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per common share, basic and diluted

   $ (16.96   $ (10.15   $ (11.39   $ (2.97   $ (2.47
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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AVALARA, INC.

Notes to Consolidated Financial Statements

 

The following weighted-average outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share attributable to common shareholders for the periods presented because the impact of including them would have been antidilutive (in thousands):

 

     For the
Year Ended December 31,
     For the
Three Months Ended
March 31,
 
     2015      2016      2017      2017      2018  
                          (unaudited)  

Options to purchase common shares

     8,522        8,653        10,507        9,763        11,286  

Common stock warrants

     696        679        580        682        549  

Convertible preferred shares (as converted)

     45,513        47,185        50,893        50,893        50,889  

Preferred stock warrants

     157        26                       

Restricted Shares

     34                              
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     54,922        56,543        61,980        61,338        62,724  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Unaudited Pro Forma Net Loss per Share Attributable to Common Shareholders

Immediately prior to the proposed IPO, all shares of convertible preferred stock will automatically convert into 50,888,014 shares of common stock. The unaudited pro forma net loss per common share, basic and diluted, for the year ended December 31, 2017 and the three months ended March 31, 2018 (unaudited) has been computed to give effect to the convertible preferred stock as if such shares had been converted to common stock as of the beginning of the period.

A reconciliation of the numerator and denominator used in the calculation of unaudited pro forma basic and diluted net loss per common share is as follows (in thousands, except per share amounts):

 

     For the
Year Ended
December 31,
    For the
Three Months
Ended
March 31,
 
     2017     2018  
           (unaudited)  

Numerator:

    

Net loss attributable to common shareholders

   $ (64,126   $ (15,249
  

 

 

   

 

 

 

Net loss attributable to common shareholders (pro forma)

   $ (64,126   $ (15,249
  

 

 

   

 

 

 

Denominator:

    

Weighted-average common shares outstanding-basic

     5,632       6,170  
  

 

 

   

 

 

 

Pro forma adjustment for assumed conversion of convertible preferred stock to common stock upon effectiveness of the registration statement for the proposed IPO

     50,893       50,889  

Pro forma adjustment for assumed net exercise of common stock warrants

    

Dilutive effect of share equivalents resulting from stock options

            
  

 

 

   

 

 

 

Weighted-average common shares outstanding-diluted

    
  

 

 

   

 

 

 

Pro forma net loss common share, basic and diluted

    
  

 

 

   

 

 

 

 

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AVALARA, INC.

Notes to Consolidated Financial Statements

 

13. Subsequent Events

Subsequent events were evaluated from the balance sheet date of December 31, 2017 through March 16, 2018, the date at which the consolidated financial statements were available to be issued.

On January 23, 2018, the board of directors approved stock option grants of 1,734,614 with an exercise price of $16.60 per share.

On May 10, 2018, the Company effected a 2-to-1 reverse stock split of outstanding common stock, including outstanding stock options and common stock warrants. As a result of this amendment, the applicable conversion price was increased for each series of outstanding Series Preferred Stock. The increased conversion price will effectively result in a 2-to-1 conversion ratio of Series Preferred Stock to common stock.

14. Subsequent Events (Unaudited)

On April 25, 2018, the board of directors approved stock option grants of 128,625 with an exercise price of $17.68 per share.

On May 2, 2018, the Company acquired certain assets, primarily intangible assets, from Atlantax Systems, Inc (“Atlantax”). Total consideration for the purchase is based on an earnout computed on future revenue recognized by the Company over the next four years, up to a maximum of $1.9 million. At closing, the Company funded $0.4 million to Atlantax as a prepayment against future earnout payments.

On May 4, 2018, the Company repurchased 55,000 shares of common stock from a shareholder at $17.68 per share.

On May 7 and May 8, 2018, two of the Company’s directors exercised 120,000 warrants to purchase common stock for a total exercise price of $1.4 million.

 

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LOGO

Tax determination at the speed of commerceSo much to do, so little time. In the “magic moment” of commerce, we:VALIDATE THE ADDRESS ft i f a jffi » APPLY SOURCING RULESi y i156M+ mailing addresses in the US12,000+ sales and use tax jurisdictionsWE GEO-LOCATE EACH TRANSACTION WITH ROOFTOP ACCURACY TO DETERMINE APPLICABLE TAX JURISDICTIONS Should the tax be calculated based on where the item ships to or ships from?WE APPLY SOURCING RULES THAT VARY FROM STATE TO STATEDETERMINE ADDITIONAL TAX TYPESAPPLY TAXABILITY RULES Beyond sales tax, what industry-specific taxes apply?WE DETERMINE TAX FOR FUELS, COMMUNICATIONS, LODGING, AND MORE What item or service is being sold? Is it taxable?At what rate? e.g., candy bars are taxable.Except when they aren’t.WE CALCULATE TAX BASED ON SPECIFIC JURISDICTION RULES RECORD EXEMPT TRANSACTIONS nmn Many customers are exempt from paying sales tax: resellers, non-profits, governments, etc.WE WAIVE THE TAX AND DOCUMENTTHE EXEMPT TRANSACTION From back-to-school supplies to energy-efficient appliances to firearms.17 STATES HAD TAX HOLIDAYS IN 2017.WE KNOW THEM.
4- 4-Finally...APPLY THECORRECT TAX TOTHE TRANSACTIONAND WEDO IT ALLIN A SPLIT SECOND!Avalara


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            Shares

Common Stock

 

 

 

LOGO

 

 

 

 

 

Goldman Sachs & Co. LLC   J.P. Morgan   BofA Merrill Lynch

 

        JMP Securities   

KeyBanc Capital Markets

   Stifel              

 

 

Through and including                 , 2018 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

 

 

 

 


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PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The expenses, other than underwriting discount that Avalara, Inc. (the “Registrant”) expects to incur in connection with the issuance and distribution of the securities being registered under this Registration Statement, are estimated to be as follows:

 

     Estimated
Amount
To Be Paid
 

SEC registration fee

   $ 18,675  

FINRA filing fee

     23,000  

New York Stock Exchange listing fee

                 

Transfer agent’s fees

                 

Printing and engraving expenses

                 

Legal fees and expenses

                 

Accounting fees and expenses

                 

Miscellaneous expense

                 
  

 

 

 

Total

   $             
  

 

 

 

 

* To be filed in amendment.

Each of the amounts set forth above, other than the Securities and Exchange Commission (the “SEC”) registration fee and the Financial Industry Regulatory Authority (“FINRA”) filing fee, is an estimate.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 510 of Chapter 23B.08 of the Washington Business Corporation Act provides, in general, that a corporation may indemnify an individual who was, is, or is threatened to be made a named defendant or respondent to a threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal (for the purposes of this Item 14, a “proceeding”) because the individual is or was a director against the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding incurred in the proceeding if the individual acted in good faith and the individual believed, in the case of conduct in the individual’s official capacity with the corporation, that the individual’s conduct was in the corporation’s best interests, and, in all other cases, that the individual’s conduct was at least not opposed to the corporation’s best interests, and in the case of any criminal proceeding, the individual had no reasonable cause to believe the individual’s conduct was unlawful. A corporation may not indemnify a director under Section 510 of Chapter 23B.08 of the Washington Business Corporation Act in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or in connection with any other proceeding charging improper benefit to the director, whether or not involving action in the director’s official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.

Section 520 of Chapter 23B.08 of the Washington Business Corporation Act provides that, unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was, is, or is threatened to be made a named defendant or respondent to a proceeding to which the director was party because of being a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.

 

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Section 540 of Chapter 23B.08 of the Washington Business Corporation Act provides that, unless a corporation’s articles of incorporation provide otherwise, a director of a corporation who is party to a proceeding may apply for indemnification or advancement of expenses to the court conducting the proceeding or to another court of competent jurisdiction.

Section 570 of Chapter 23B.08 of the Washington Business Corporation Act provides that, unless a corporation’s articles of incorporation provide otherwise, an officer of a corporation who is not a director is entitled to mandatory indemnification under Section 520 of Chapter 23B.08 of the Washington Business Corporation Act, and is entitled to apply for court-ordered indemnification under Section 540 of Chapter 23B.08 of the Washington Business Corporation Act, in each case to the same extent as a director.

Upon the closing of the offering contemplated by this registration statement, the Registrant’s amended and restated articles of incorporation (the “Articles”), and its amended and restated bylaws (the “Bylaws”), will provide that the Registrant will indemnify its directors and officers to the fullest extent permitted by the Washington Business Corporation Act, including instances in which indemnification is otherwise discretionary under the law. The Bylaws will provide that the Registrant will indemnify its directors and officers against liability incurred as a result of their performance of services requested by the Registrant, and will advance to them reasonable expenses toward the defense of any such proceeding brought against them, except in any case in which liability results from:

 

    acts or omissions adjudged to have involved intentional misconduct, a knowing violation of law or an unlawful distribution; or

 

    any transaction in which the director or officer is adjudged to have personally received a benefit in money, property or services to which he or she is not legally entitled.

The Articles also limit the liability of the Registrant’s directors to the Registrant and to its shareholders for monetary damages incurred in their capacity as a director to liability resulting from the same acts or omissions or transactions described above.

The Bylaws also provide that the Registrant may purchase and maintain liability insurance on behalf of its directors, officers, employees, and agents. The Registrant currently maintains a liability insurance policy pursuant to which its directors and officers may be indemnified against liability incurred as a result of serving in their capacities as directors and officers, subject to certain exclusions.

In addition, the Registrant has entered into indemnification agreements with each of its current directors and officers, and certain of its employees. These agreements provide for the indemnification of such persons for all reasonable expenses and liabilities incurred in connection with any action or proceeding brought against them by reason of the fact that they are or were serving in such capacity.

The Underwriting Agreement, to be filed as Exhibit 1.1 hereto, is expected to provide for indemnification by the underwriters named therein of the Registrant and its executive officers and directors, and by the Registrant of the underwriters, for certain liabilities, including liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”).

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

The following sets forth information regarding unregistered securities sold by the Registrant from January 1, 2015 to April 30, 2018:

 

   

From January 1, 2015 to April 30, 2018, the Registrant granted employees, directors, and consultants stock options to purchase an aggregate of 9,083,233 shares of common stock, at

 

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exercise prices ranging from $12.20 to $17.68 per share, pursuant to its 2006 Equity Incentive Plan.

 

    From January 1, 2015 to April 30, 2018, the Registrant issued an aggregate of 3,191,866 shares of common stock to option holders upon the exercise of the stock options issued under the 2004 Equity Incentive Plan, 2006 Equity Incentive Plan and Taxcient, Inc. (f/k/a vAudit Group, Inc.) 2005 Stock Option Plan at exercise prices ranging from $0.24 to $13.88 per share, for aggregate cash consideration of $5.6 million.

 

    From January 1, 2015 to April 30, 2018, the Registrant issued warrants to purchase an aggregate of 320,000 shares of common stock, at exercise prices ranging from $12.20 to $16.60 per share.

 

    From January 1, 2015 to April 30, 2018, the Registrant issued an aggregate of 670,648 shares of common stock upon the exercise of warrants at exercise prices ranging from $0.96 to $6.40 per share, for aggregate cash consideration of $0.9 million.

 

    In June 2015 and September 2016, the Registrant issued an aggregate of 74,989 and 285,710 shares, respectively, of common stock as consideration for two business acquisitions.

 

    From January 1, 2015 to April 30, 2018, the Registrant issued an aggregate of 337,838 shares of Series A preferred stock upon the exercise of warrants at an exercise price of $0.888 per share, for aggregate cash consideration of $0.3 million.

 

    In January 2015, the Registrant sold an aggregate of 6,698,370 shares of Series D-1 preferred stock to accredited investors at an offering price of $6.32 per share for an aggregate purchase price of $42.3 million.

 

    In February 2015, the Registrant issued an aggregate of 341,163 shares of Series D-1 preferred stock as consideration for a business acquisition.

 

    In September 2016, the Registrant sold an aggregate of 14,244,640 shares of Series D-2 preferred stock to accredited investors at a purchase price of $6.75 per share pursuant to a stock purchase agreement, for an aggregate purchase price of $96.2 million.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. The Registrant believes the offers, sales and issuances of the above securities were exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act (or Regulation D promulgated thereunder) because the issuance of securities to the recipients did not involve a public offering, or in reliance on Rule 701 because the transactions were pursuant to compensatory benefit plans or contracts relating to compensation as provided under such rule. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising.

 

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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits:

 

Exhibit
Number

  

Description

  1.1*    Form of Underwriting Agreement
  3.1    Restated Fifteenth Amended and Restated Articles of Incorporation of the Registrant filed May 10, 2017, as amended effective May 10, 2018
  3.2    Form of Amended and Restated Articles of Incorporation of the Registrant, to be in effect upon the closing of the offering
  3.3    Amended and Restated Bylaws of the Registrant dated May 6, 2004, as amended
  3.4    Form of Amended and Restated Bylaws of the Registrant, to be in effect upon the closing of the offering
  4.1*    Form of Common Stock Certificate
  5.1*    Opinion of Perkins Coie LLP
10.1+    Avalara, Inc. 2006 Equity Incentive Plan, as amended, and related forms of award agreement
10.2+    Taxcient, Inc. (f/k/a vAudit Group, Inc.) 2005 Stock Option Plan, as amended, and related forms of award agreement
10.3+    Avalara, Inc. 2018 Equity Incentive Plan
10.4+    Avalara, Inc. 2017 Leadership Bonus Plan
10.5+    Avalara, Inc. 2018 Executive and Sales Leadership Bonus Plan
10.6+    Avalara, Inc. 2018 Employee Stock Purchase Plan
10.7+    Form of Outside Director Common Stock Purchase Warrant
10.8+    Form of Indemnification Agreement made by and between the Registrant and each of its directors and executive officers
10.9+    Executive Employment Agreement between the Registrant and Scott McFarlane dated June 19, 2017
10.10+    Executive Employment Agreement between the Registrant and William Ingram dated June 19, 2017
10.11+    Executive Employment Agreement between the Registrant and Alesia Pinney dated June 19, 2017
10.12+    Executive Employment Agreement between the Registrant and Pascal Van Dooren dated April 13, 2018
10.13    Loan and Security Agreement among the Registrant, Silicon Valley Bank, and Ally Bank dated June 6, 2016
10.14    First Amendment to Loan and Security Agreement among the Registrant, Silicon Valley Bank, and Ally Bank dated April 28, 2017
10.15    Second Amendment to Loan and Security Agreement among the Registrant, Silicon Valley Bank, and Ally Bank dated November 16, 2017
10.16    Lease Agreement between W2007 Seattle Office Second and Spring Building Realty, LLC and Avalara, Inc. dated August 14, 2014

 

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Exhibit
Number

  

Description

 

10.17

  

 

Office Building Lease by and between 255 South King Street Limited Partnership and the Registrant dated June 9, 2016

10.18    First Amendment of Office Building Lease by and between 255 South King Street Limited Partnership and the Registrant dated June 1, 2017
10.19    Second Amendment of Office Building Lease by and between 255 South King Street Limited Partnership and the Registrant dated October 2, 2017
10.20    Third Amendment of Office Building Lease by and between 255 South King Street Limited Partnership and the Registrant dated November 29, 2017
10.21    Fourth Amendment of Office Building Lease by and between 255 South King Street Limited Partnership and the Registrant dated February 19, 2018
10.22    Ninth Amended and Restated Investors’ Rights Agreement, dated September 12, 2016, as amended
10.23    Tenth Amended and Restated Voting Agreement, dated September 12, 2016
21.1    List of subsidiaries of the Registrant
23.1*    Consent of Perkins Coie LLP (included in Exhibit 5.1)
23.2    Consent of Deloitte & Touche LLP
24.1    Power of Attorney (included on signature page)

 

* To be filed by amendment.
+ Management contract or compensatory plan.

(b) Financial Statement Schedules:

Financial statement schedules have been omitted, as the information required to be set forth therein is included in the Consolidated Financial Statements or Notes thereto appearing in the prospectus forming a part of this Registration Statement.

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the Underwriting Agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

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The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on May 11, 2018.

 

AVALARA, INC.

By: 

 

/s/ Scott M. McFarlane

 

Scott M. McFarlane

Chairman, Chief Executive Officer, and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Alesia L. Pinney and William D. Ingram, and each of them, his or her true and lawful agent, proxy, and attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to (1) act on, sign, and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (2) act on, sign, and file such certificates, instruments, agreements, and other documents as may be necessary or appropriate in connection therewith, (3) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and (4) take any and all actions that may be necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, hereby approving, ratifying, and confirming all that such agent, proxy, and attorney-in-fact or any of his or her substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

 

Signature

  

Title

 

Date

/s/ Scott M. McFarlane

  

Chairman, Chief Executive Officer, and President

  May 11, 2018
Scott M. McFarlane   

(Principal Executive Officer) and Director

 

/s/ William D. Ingram

  

Chief Financial Officer and Treasurer

  May 11, 2018
William D. Ingram   

(Principal Financial Officer)

 

/s/ Daniel E. Manning

  

Chief Accounting Officer

  May 11, 2018
Daniel E. Manning   

(Principal Accounting Officer)

 

/s/ Marion R. Foote

  

Director

  May 11, 2018
Marion R. Foote     

/s/ Edward A. Gilhuly

  

Director

  May 11, 2018
Edward A. Gilhuly     

 

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Signature

  

Title

 

Date

/s/ Benjamin J. Goux

  

Director

  May 11, 2018
Benjamin J. Goux     

/s/ Tami L. Reller

  

Director

  May 11, 2018
Tami L. Reller     

/s/ Justin L. Sadrian

  

Director

  May 11, 2018
Justin L. Sadrian     

/s/ Rajeev Singh

  

Director

  May 11, 2018
Rajeev Singh     

/s/ Chelsea R. Stoner

  

Director

  May 11, 2018
Chelsea R. Stoner     

/s/ Jared R. Vogt

  

Director

  May 11, 2018
Jared R. Vogt     

/s/ Gary L. Waterman

  

Director

  May 11, 2018
Gary L. Waterman     

 

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EX-3.1 2 d317509dex31.htm RESTATED FIFTEENTH AMENDED AND RESTATED ARTICLES OF INCORPORATION RESTATED FIFTEENTH AMENDED AND RESTATED ARTICLES OF INCORPORATION

Exhibit 3.1

RESTATED FIFTEENTH AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

AVALARA, INC.

ARTICLE 1

NAME

The name of the corporation is Avalara, Inc. (the “Company”).

ARTICLE 2

AUTHORIZED CAPITAL

2.1. Reserved.

2.2. Authorized Stock.

2.2.1 Classes. The Company shall be authorized to issue two classes of stock to be designated, respectively, as “Common Stock” and “Preferred Stock.” The total number of shares which the Company shall have authority to issue is 260,290,986; the authorized number of shares of Common Stock shall be 153,944,895, par value $0.0001 per share, and the authorized number of shares of Preferred Stock shall be 106,346,091, par value $0.0001 per share.

2.3. Designation of Preferred Stock. The Company shall have a series of Preferred Stock designated “Series A Preferred Stock” consisting of 13,813,744 shares, a series of Preferred Stock designated “Series A-1 Preferred Stock” consisting of 5,011,661 shares, a series of Preferred Stock designated “Series A-2 Preferred Stock” consisting of 279,181 shares, a series of Preferred Stock designated “Series B Preferred Stock” consisting of 2,133,012 shares, a series of Preferred Stock designated “Series B-1 Preferred Stock” consisting of 21,599,646 shares, a series of Preferred Stock designated “Series C Preferred Stock” consisting of 7,069,386 shares, a series of Preferred Stock designated “Series C-1 Preferred Stock” consisting of 8,590,423 shares, a series of Preferred Stock designated “Series D Preferred Stock” consisting of 10,171,907 shares, a series of Preferred Stock designated “Series D-1 Preferred Stock” consisting of 22,862,317 shares and a series of Preferred Stock designated “Series D-2 Preferred Stock” consisting of 14,814,814 shares (all such series being referred to collectively herein as the “Series Preferred Stock”), with the following powers, preferences, privileges and relative rights:

2.3.1 Voting Rights.

(a) General. The holders of the Series Preferred Stock shall be entitled to notice of all shareholder meetings in accordance with the Company’s bylaws, and, in addition to any circumstances in which the holders of any series of the Series Preferred Stock shall be entitled to vote as a separate class under the Act or these Amended Articles, the holders of the Series Preferred Stock shall be entitled to vote on all matters (including the election of directors) submitted to the shareholders for a vote together with the holders of the Common Stock, voting


together as a single class, with each share of Common Stock entitled to one vote per share and each share of Series Preferred Stock entitled to a number of votes (including fractions thereof) equal to the number of shares of Common Stock (including fractions thereof) issuable upon conversion of the Series Preferred Stock as of the record date for such vote (or, if no record date is fixed, the date of such vote).

(b) Special Voting Rights of the Series Preferred Stock. The Company shall not, and shall not permit any subsidiary to, either directly or indirectly, by amendment, merger, consolidation or otherwise, take any of the following actions without first obtaining the approval specified in clause (1) or (2) below, as applicable, and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force and effect:

(1) Authorize or issue, or obligate itself to issue, any equity security, including, without limitation, any security convertible into or exercisable or exchangeable for any equity security, in either case having a preference senior to the Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock or Series D-2 Preferred Stock with respect to voting, dividends, conversion rights, redemption or upon liquidation, without first obtaining the approval (by written consent or affirmative vote, as provided by law) of the holders of a majority of the then-outstanding shares of Series Preferred Stock, given in writing or by affirmative vote (as the case may be), voting together as a single class; or

(2) Authorize or issue, or obligate itself to issue, any other equity security, including, without limitation, any security convertible into or exercisable or exchangeable for any equity security, in either case having a preference senior to one or more series of the Series Preferred Stock with respect to voting, dividends, conversion rights, redemption or liquidation if such senior preference (i) is discriminatory with respect to the seniority of one or more series of Series Preferred Stock vis-à-vis one or more other series of Series Preferred Stock and (ii) results in a less advantageous priority position of one or more series of Series Preferred Stock relative to the priority position of one or more of the other series of Series Preferred Stock in respect of the new security, without first obtaining the approval of the holders of a majority of those then-outstanding shares of Series Preferred Stock discriminated against and/or disadvantaged in the manner set forth above in this section, voting together as a single class.

(c) Special Voting Rights of the Holders of Series A Preferred Stock, Series A-1 Preferred Stock and Series A-2 Preferred Stock. The Company shall not, and shall not permit any subsidiary to, either directly or indirectly, by amendment, merger, consolidation or otherwise, take any of the following actions without first obtaining the approval (by written consent or affirmative vote, as provided by law) of the holders of a majority of the then-outstanding shares of Series A Preferred Stock, Series A-1 Preferred Stock and Series A-2 Preferred Stock, given in writing or by affirmative vote (as the case may be) and voting together as a single class, and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force and effect:

(1) Amend, alter or repeal the rights, preferences or privileges of Series A Preferred Stock, Series A-1 Preferred Stock or Series A-2 Preferred Stock so as to materially and adversely affect the shares of such series of Series A Preferred Stock, Series A-1 Preferred Stock or Series A-2 Preferred Stock;

 

2


(2) Increase the total number of authorized shares of any series of Series A Preferred Stock, Series A-1 Preferred Stock or Series A-2 Preferred Stock;

(3) Redeem, purchase or otherwise reacquire for value (or pay into or set funds aside for a sinking fund for such purpose) any shares of the Company’s capital stock or any securities convertible into or exercisable or exchangeable for any share of the Company’s capital stock; provided, however, that this restriction shall not apply to the repurchase of shares of Preferred Stock or Common Stock or options or warrants to purchase Preferred Stock or Common Stock from employees, officers, directors, consultants or other Persons performing services for the Company or any Subsidiary pursuant to agreements under which the Company has the option to repurchase such shares at cost or at the lower of cost or fair market value upon the occurrence of certain events (such as the termination of employment, or through the exercise of any right of first refusal); or

(4) Amend or alter the Company’s Articles or bylaws so as to materially and adversely alter or change the rights, preferences or privileges of the holders of shares of Series A Preferred Stock, Series A-1 Preferred Stock or Series A-2 Preferred Stock.

(d) Special Voting Rights of the Holders of Series B Preferred Stock. The Company shall not, and shall not permit any subsidiary to, either directly or indirectly, by amendment, merger, consolidation or otherwise, take any of the following actions without first obtaining the approval (by written consent or affirmative vote, as provided by law) of the holders of a majority of the then-outstanding shares of Series B Preferred Stock, given in writing or by affirmative vote (as the case may be), and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force and effect:

(1) Amend, alter or repeal the rights, preferences or privileges of the Series B Preferred Stock so as to adversely affect the Series B Preferred Stock in a manner that is discriminatory to the Series B Preferred Stock vis-à-vis the Series B-1 Preferred Stock; or

(2) Amend or alter the Company’s Articles so as to eliminate any separate class vote of the holders of Series B Preferred Stock set forth in this Section 2.3.1(d).

(e) Special Voting Rights of the Holders of Series B Preferred Stock and Series B-1 Preferred Stock. The Company shall not, and shall not permit any subsidiary to, either directly or indirectly, by amendment, merger, consolidation or otherwise, take any of the following actions without first obtaining the approval (by written consent or affirmative vote, as provided by law) of the holders of a majority of the then-outstanding shares of Series B Preferred Stock and Series B-1 Preferred Stock, which majority shall include the approval of Sageview Capital Master, L.P. (including its affiliates, successors and assigns, “Sageview”) for so long as Sageview continues to hold at least 9,090,909 shares of Series B-1 Preferred Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like), given in writing or

 

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by affirmative vote (as the case may be) and voting together as a single class, and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force and effect:

(1) Amend, alter or repeal the rights, preferences or privileges of the Series B Preferred Stock or the Series B-1 Preferred Stock so as to adversely affect the shares of the Series B Preferred Stock or Series B-1 Preferred Stock;

(2) Increase the total number of authorized shares of Series B Preferred Stock or Series B-1 Preferred Stock;

(3) Redeem, purchase or otherwise reacquire for value (or pay into or set funds aside for a sinking fund for such purpose) any shares of the Company’s capital stock or any securities convertible into or exercisable or exchangeable for any share of the Company’s capital stock; provided, however, that this restriction shall not apply to the repurchase of shares of Common Stock or options or warrants to purchase Common Stock from employees, officers, directors, consultants or other Persons performing services for the Company or any Subsidiary pursuant to agreements under which the Company has the option to repurchase such shares at cost or at the lower of cost or fair market value upon the occurrence of certain events (such as the termination of employment, or through the exercise of any right of first refusal);

(4) Amend or alter the Company’s Articles so as to eliminate any separate class vote of the holders of Series B Preferred Stock and Series B-1 Preferred Stock set forth in this Section 2.3.1(e);

(5) Amend or alter the rights, preferences or privileges of any outstanding class or series of the Company’s capital stock or authorize or issue, or obligate itself to issue, any other equity security, including any security convertible into or exercisable for any equity security, in each case such that the modified class or series or new equity security would have a preference senior to the Series B Preferred Stock or the Series B-1 Preferred Stock with respect to voting, dividends, conversion rights, redemption or liquidation if such senior preference (i) is discriminatory with respect to the seniority of the Series B Preferred Stock or the Series B-1 Preferred Stock vis-à-vis one or more other series of Series Preferred Stock and (ii) results in a less advantageous priority position of the Series B Preferred Stock or the Series B-1 Preferred Stock relative to the priority position of the other series of Series Preferred Stock in respect of the new security; or

(6) Amend or alter the Company’s Articles or bylaws so as to materially and adversely alter or change the rights, preferences or privileges of the holders of shares of Series B Preferred Stock or Series B-1 Preferred Stock.

(f) Special Voting Rights of the Holders of Series C Preferred Stock. For so long as at least 3,500,000 shares of Series C Preferred Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) remain outstanding, the Company shall not, and shall not permit any subsidiary to, either directly or indirectly, by amendment, merger, consolidation or otherwise, take any of the following actions without first obtaining the approval (by written consent or affirmative vote, as provided by law) of the holders of a majority of the

 

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then-outstanding shares of Series C Preferred Stock, given in writing or by affirmative vote (as the case may be), and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force and effect:

(1) Authorize or otherwise effect (i) a Deemed Liquidation (as defined below) in which the proceeds distributable to each share of Series C Preferred Stock are less than one and three-fourths times (1.75x) the Original Purchase Price for the Series C Preferred Stock in a transaction consummated prior to June 18, 2015 (for purposes of determining the “proceeds distributable” to each share of Series C Preferred Stock under this Section 2.3.1(f)(1), amounts deposited in a customary indemnification escrow shall be included to the extent allocable to the Series C Preferred Stock and to the extent the aggregate value of such indemnification escrow is less than or equal to twenty percent (20%) of the aggregate proceeds distributable to the Company’s shareholders (the “Allowable Escrow Amount”), but contingent payments, earnout payments and any other amounts payable subject to future contingencies, other than the Allowable Escrow Amount, shall be excluded), or (ii) an underwritten public offering under the Securities Act of 1933, as amended (the “Securities Act”), covering the sale of Common Stock to the public, at a per share price of less than one and three-fourths times (1.75x) the Original Purchase Price for the Series C Preferred Stock in an offering consummated prior to June 18, 2015; or

(2) Amend or alter the Company’s Articles so as to eliminate any separate class vote of the holders of Series C Preferred Stock set forth in this Section 2.3.1(f).

(g) Special Voting Rights of the Holders of Series C Preferred Stock and Series C-1 Preferred Stock. For so long as an aggregate of at least 3,500,000 shares of Series C Preferred Stock and Series C-1 Preferred Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) remain outstanding, the Company shall not, and shall not permit any subsidiary to, either directly or indirectly, by amendment, merger, consolidation or otherwise, take any of the following actions without first obtaining the approval (by written consent or affirmative vote, as provided by law) of the holders of a majority of the then-outstanding shares of Series C Preferred Stock and Series C-1 Preferred Stock, voting together on an as-converted basis, given in writing or by affirmative vote (as the case may be), and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force and effect:

(1) Amend, alter or repeal the rights, preferences or privileges of the Series C Preferred Stock or the Series C-1 Preferred Stock so as to adversely affect the shares of Series C Preferred Stock or Series C-1 Preferred Stock;

(2) Increase the total number of authorized shares of Series C Preferred Stock or Series C-1 Preferred Stock;

(3) Redeem, purchase or otherwise reacquire for value (or pay into or set funds aside for a sinking fund for such purpose) any shares of the Company’s capital stock or any securities convertible into or exercisable or exchangeable for any share of the Company’s capital stock; provided, however, that this restriction shall not apply to the repurchase of shares of Common Stock or options or warrants to purchase Common Stock from employees, officers,

 

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directors, consultants or other Persons performing services for the Company or any Subsidiary pursuant to agreements under which the Company has the option to repurchase such shares at cost or at the lower of cost or fair market value upon the occurrence of certain events (such as the termination of employment, or through the exercise of any right of first refusal);

(4) Amend or alter the Company’s Articles so as to eliminate any separate class vote of the holders of Series C Preferred Stock and Series C-1 Preferred Stock set forth in this Section 2.3.1(g);

(5) Amend or alter the rights, preferences or privileges of any outstanding class or series of the Company’s capital stock or authorize or issue, or obligate itself to issue, any other equity security, including any security convertible into or exercisable for any equity security, in each case such that the modified class or series or new equity security would have a preference senior to the Series C Preferred Stock or the Series C-1 Preferred Stock with respect to voting, dividends, conversion rights, redemption or liquidation if such senior preference (i) is discriminatory with respect to the seniority of the Series C Preferred Stock or the Series C-1 Preferred Stock vis-à-vis one or more other series of Series Preferred Stock and (ii) results in a less advantageous priority position of the Series C Preferred Stock or the Series C-1 Preferred Stock relative to the priority position of the other series of Series Preferred Stock in respect of the new security; or

(6) Amend or alter the Company’s Articles or bylaws so as to materially and adversely alter or change the rights, preferences or privileges of the holders of shares of Series C Preferred Stock or Series C-1 Preferred Stock.

(h) Special Voting Rights of the Holders of Series D Preferred Stock. For so long as an aggregate of at least 3,500,000 shares of Series D Preferred Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) remain outstanding, the Company shall not, and shall not permit any subsidiary to, either directly or indirectly, by amendment, merger, consolidation or otherwise, take any of the following actions without first obtaining the approval (by written consent or affirmative vote, as provided by law) of the holders of a majority of the then-outstanding shares of Series D Preferred Stock, and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force and effect:

(1) Amend, alter or repeal the rights, preferences or privileges of the Series D Preferred Stock so as to adversely affect the shares of Series D Preferred Stock;

(2) Increase the total number of authorized shares of Series D Preferred Stock;

(3) Redeem, purchase or otherwise reacquire for value (or pay into or set funds aside for a sinking fund for such purpose) any shares of the Company’s capital stock or any securities convertible into or exercisable or exchangeable for any share of the Company’s capital stock; provided, however, that this restriction shall not apply to the repurchase of shares of Common Stock or options or warrants to purchase Common Stock from employees, officers, directors, consultants or other Persons performing services for the Company or any Subsidiary

 

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pursuant to agreements under which the Company has the option to repurchase such shares at cost or at the lower of cost or fair market value upon the occurrence of certain events (such as the termination of employment, or through the exercise of any right of first refusal);

(4) Amend or alter the Company’s Articles so as to eliminate any separate class vote of the holders of Series D Preferred Stock set forth in this Section 2.3.1(h);

(5) Amend or alter the rights, preferences or privileges of any outstanding class or series of the Company’s capital stock or authorize or issue, or obligate itself to issue, any other equity security, including any security convertible into or exercisable for any equity security, in each case such that the modified class or series or new equity security would have a preference senior to the Series D Preferred Stock with respect to voting, dividends, conversion rights, redemption or liquidation if such senior preference (i) is discriminatory with respect to the seniority of the Series D Preferred Stock vis-à-vis one or more other series of Series Preferred Stock and (ii) results in a less advantageous priority position of the Series D Preferred Stock relative to the priority position of the other series of Series Preferred Stock in respect of the new security; or

(6) Amend or alter the Company’s Articles or bylaws so as to materially and adversely alter or change the rights, preferences or privileges of the holders of shares of Series D Preferred Stock.

(i) Special Voting Rights of the Holders of Series D-1 Preferred Stock. For so long as an aggregate of at least 3,500,000 shares of Series D-1 Preferred Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) remain outstanding, the Company shall not, and shall not permit any subsidiary to, either directly or indirectly, by amendment, merger, consolidation or otherwise, take any of the following actions without first obtaining the approval (by written consent or affirmative vote, as provided by law) of the holders of a majority of the then-outstanding shares of Series D-1 Preferred Stock, and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force and effect:

(1) Authorize or otherwise effect (i) a Deemed Liquidation (as defined below) in which the proceeds distributable to each share of Series D-1 Preferred Stock are less than one and three-fourths times (1.75x) the Original Purchase Price (as defined below) for the Series D-1 Preferred Stock in a transaction consummated prior to November 7, 2017 (for purposes of determining the “proceeds distributable” to each share of Series D-1 Preferred Stock under this Section 2.3.1(i)(1), amounts deposited in a customary indemnification escrow shall be included to the extent allocable to the Series D-1 Preferred Stock and to the extent the aggregate value of such indemnification escrow is less than or equal to Allowable Escrow Amount, but contingent payments, earnout payments and any other amounts payable subject to future contingencies, other than the Allowable Escrow Amount, shall be excluded), or (ii) an public offering (underwritten or otherwise) under the Securities Act or any other foreign laws or regulations, that either (a) covers the sale of Common Stock to the public, at a per share price of less than one times (1x) the Original Purchase Price for the Series D-1 Preferred Stock or (b) results in aggregate cash proceeds to the Company of less than $50,000,000 (net of underwriting discounts and commissions), in each case in an offering consummated prior to November 7, 2016;

 

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(2) Amend, alter or repeal the rights, preferences or privileges of the Series D-1 Preferred Stock so as to adversely affect the shares of Series D-1 Preferred Stock;

(3) Increase the total number of authorized shares of Series D-1 Preferred Stock or issue, or obligate itself to issue, shares of Series D-1 Preferred Stock other than pursuant to that certain Series D-1 Preferred Stock Purchase Agreement, dated on or about the date of filing of these Amended Articles, by and between the Company and the investors party thereto;

(4) Redeem, purchase or otherwise reacquire for value (or pay into or set funds aside for a sinking fund for such purpose) any shares of the Company’s capital stock or any securities convertible into or exercisable or exchangeable for any share of the Company’s capital stock; provided, however, that this restriction shall not apply to the repurchase of shares of Common Stock or options or warrants to purchase Common Stock from employees, officers, directors, consultants or other Persons performing services for the Company or any Subsidiary pursuant to agreements under which the Company has the option to repurchase such shares at cost or at the lower of cost or fair market value upon the occurrence of certain events (such as the termination of employment, or through the exercise of any right of first refusal);

(5) Amend or alter the Company’s Articles so as to eliminate any separate class vote of the holders of Series D-1 Preferred Stock set forth in this Section 2.3.1(i);

(6) Amend or alter the rights, preferences or privileges of any outstanding class or series of the Company’s capital stock or authorize or issue, or obligate itself to issue, any other equity security, including any security convertible into or exercisable for any equity security, in each case such that the modified class or series or new equity security would have a preference senior to the Series D-1 Preferred Stock with respect to voting, dividends, conversion rights, redemption or liquidation if such senior preference (i) is discriminatory with respect to the seniority of the Series D-1 Preferred Stock vis-à-vis one or more other series of Series Preferred Stock and (ii) results in a less advantageous priority position of the Series D-1 Preferred Stock relative to the priority position of the other series of Series Preferred Stock in respect of the new security; or

(7) Amend or alter the Company’s Articles or bylaws so as to materially and adversely alter or change the rights, preferences or privileges of the holders of shares of Series D-1 Preferred Stock.

 

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(j) Special Voting Rights of the Holders of Series D-2 Preferred Stock. For so long as an aggregate of at least 3,500,000 shares of Series D-2 Preferred Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) remain outstanding, the Company shall not, and shall not permit any subsidiary to, either directly or indirectly, by amendment, merger, consolidation or otherwise, take any of the following actions without first obtaining the approval (by written consent or affirmative vote, as provided by law) of the holders of a majority of the then-outstanding shares of Series D-2 Preferred Stock, and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force and effect:

(1) Authorize or otherwise effect (i) a Deemed Liquidation (as defined below) in which the proceeds distributable to each share of Series D-2 Preferred Stock are less than one and three-fourths times (1.75x) the Original Purchase Price (as defined below) for the Series D-2 Preferred Stock in a transaction consummated prior to September 12, 2019 (for purposes of determining the “proceeds distributable” to each share of Series D-2 Preferred Stock under this Section 2.3.1(j)(1), amounts deposited in a customary indemnification escrow shall be included to the extent allocable to the Series D-2 Preferred Stock and to the extent the aggregate value of such indemnification escrow is less than or equal to Allowable Escrow Amount, but contingent payments, earnout payments and any other amounts payable subject to future contingencies, other than the Allowable Escrow Amount, shall be excluded), or (ii) an public offering (underwritten or otherwise) under the Securities Act or any other foreign laws or regulations, that either (a) covers the sale of Common Stock to the public, at a per share price of less than one times (1x) the Original Purchase Price for the Series D-1 Preferred Stock or (b) results in aggregate cash proceeds to the Company of less than $50,000,000 (net of underwriting discounts and commissions), in each case in an offering consummated prior to September 12, 2018;

(2) Amend, alter or repeal the rights, preferences or privileges of the Series D-2 Preferred Stock so as to adversely affect the shares of Series D-2 Preferred Stock;

(3) Increase the total number of authorized shares of Series D-2 Preferred Stock or issue, or obligate itself to issue, shares of Series D-2 Preferred Stock other than pursuant to that certain Series D-2 Preferred Stock Purchase Agreement, dated on or about the date of filing of these Amended Articles, by and between the Company and the investors party thereto;

(4) Redeem, purchase or otherwise reacquire for value (or pay into or set funds aside for a sinking fund for such purpose) any shares of the Company’s capital stock or any securities convertible into or exercisable or exchangeable for any share of the Company’s capital stock; provided, however, that this restriction shall not apply to the repurchase of shares of Common Stock or options or warrants to purchase Common Stock from employees, officers, directors, consultants or other Persons performing services for the Company or any Subsidiary pursuant to agreements under which the Company has the option to repurchase such shares at cost or at the lower of cost or fair market value upon the occurrence of certain events (such as the termination of employment, or through the exercise of any right of first refusal);

(5) Amend or alter the Company’s Articles so as to eliminate any separate class vote of the holders of Series D-2 Preferred Stock set forth in this Section 2.3.1(j);

(6) Amend or alter the rights, preferences or privileges of any outstanding class or series of the Company’s capital stock or authorize or issue, or obligate itself to issue, any other equity security, including any security convertible into or exercisable for any equity security, in each case such that the modified class or series or new equity security would have a preference senior to the Series D-2 Preferred Stock with respect to voting, dividends,

 

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conversion rights, redemption or liquidation if such senior preference (i) is discriminatory with respect to the seniority of the Series D-2 Preferred Stock vis-à-vis one or more other series of Series Preferred Stock and (ii) results in a less advantageous priority position of the Series D-2 Preferred Stock relative to the priority position of the other series of Series Preferred Stock in respect of the new security; or

(7) Amend or alter the Company’s Articles or bylaws so as to materially and adversely alter or change the rights, preferences or privileges of the holders of shares of Series D-2 Preferred Stock.

2.3.2 Dividends. The Company shall not declare or pay or set apart any dividend on any shares of Series Preferred Stock unless the Company shall simultaneously therewith declare and pay, or set apart for payment to, an equivalent dividend in respect of each of the other outstanding shares of Series Preferred Stock (in each case as determined on an as converted to Common Stock basis). The Company shall not declare or pay or set apart any dividend on shares of Common Stock (payable other than in Common Stock or other securities and rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock of the Company; provided that in the case of any such dividend the Conversion Prices of each of the Series Preferred Stock are adjusted pursuant to Section 2.3.4(d)(2)) unless the Company shall first declare and pay, or set apart for payment to, each of the holders of Series Preferred Stock (a) any previously declared but unpaid dividends due on the Series Preferred Stock and (b) the dividends which would have been declared and paid or set apart with respect to the Common Stock issuable upon conversion of the shares of Series Preferred Stock had all of the outstanding shares of Series Preferred Stock been converted immediately prior to the record date for such dividend, or if no record date is fixed, the date as of which the record holders of Common Stock entitled to such dividends are to be determined.

2.3.3 Liquidation Preference.

(a) Preferential Amounts. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company (each, a “Liquidation Transaction”), the holders of shares of Series Preferred Stock then outstanding shall be entitled to receive, by reason of their ownership thereof, prior and in preference to any distribution of the assets of the Company to the holders of the Common Stock or any other series of Preferred Stock that ranks junior in liquidation to the Series Preferred Stock, on a pari passu basis, as applicable:

(1) an amount per share of Series A Preferred Stock equal to (A) the Series A Liquidation Value plus (B) all declared and unpaid dividends on such share of Series A Preferred Stock, if any;

(2) an amount per share of Series A-1 Preferred Stock equal to (A) the Series A-1 Liquidation Value plus (B) all declared and unpaid dividends on such share of Series A-1 Preferred Stock, if any;

(3) an amount per share of Series A-2 Preferred Stock equal to (A) the Series A-2 Liquidation Value plus (B) all declared and unpaid dividends on such share of Series A-2 Preferred Stock, if any;

 

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(4) an amount per share of Series B Preferred Stock equal to (A) the Series B Liquidation Value plus (B) all declared and unpaid dividends on such share of Series B Preferred Stock, if any;

(5) an amount per share of Series B-1 Preferred Stock equal to (A) the Series B-1 Liquidation Value plus (B) all declared and unpaid dividends on such share of Series B-1 Preferred Stock, if any;

(6) an amount per share of Series C Preferred Stock equal to (A) the Series C Liquidation Value plus (B) all declared and unpaid dividends on such share of Series C Preferred Stock, if any;

(7) an amount per share of Series C-1 Preferred Stock equal to (A) the Series C-1 Liquidation Value plus (B) all declared and unpaid dividends on such share of Series C-1 Preferred Stock, if any;

(8) an amount per share of Series D Preferred Stock equal to (A) the Series D Liquidation Value plus (B) all declared and unpaid dividends on such share of Series D Preferred Stock, if any;

(9) an amount per share of Series D-1 Preferred Stock equal to (A) the Series D-1 Liquidation Value plus (B) all declared and unpaid dividends on such share of Series D-1 Preferred Stock, if any; and

(10) an amount per share of Series D-2 Preferred Stock equal to (A) the Series D-2 Liquidation Value plus (B) all declared and unpaid dividends on such share of Series D-2 Preferred Stock, if any.

If, upon any such Liquidation Transaction of the Company, the assets and funds available for distribution to the shareholders of the Company (the “Actual Liquidation Proceeds”) shall be insufficient to permit payment to the holders of Series Preferred Stock of the full preferential amounts described in this Section 2.3.3(a), then the entire Actual Liquidation Proceeds amount shall be distributed, on a pari passu basis, among the holders of Series Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive under this Section 2.3.3.

(b) Remaining Assets. After the payment of the full liquidation preference of the Series Preferred Stock as set forth in Section 2.3.3(a) above, any remaining assets and funds of the Company available for distribution shall be distributed, on a pari passu basis, among the holders of Common Stock.

(c) Certain Acquisitions.

(1) Deemed Liquidations. For purposes of this Section 2.3.3, a Liquidation Transaction of the Company shall be deemed to include (and each holder of Series Preferred Stock shall be entitled to receive in connection therewith payment from the Company (or the successor or purchasing entity) in the aggregate amount specified herein that such holder would have received upon a Liquidation Transaction in accordance with Sections 2.3.3(a) and

 

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2.3.3(b) above): (A) the acquisition of shares of capital stock of the Company representing a majority of the Company’s combined ordinary voting power by any Person, or any “group” as defined in Regulation 13D under the Securities Exchange Act of 1934, as amended, by means of any transaction or series of related transactions, including, without limitation, any reorganization, merger or consolidation, but excluding (i) any bona fide financing transaction (provided the proceeds of such financing are not intended to be used, in whole or in part, by the Company to purchase, redeem or otherwise acquire for value any of the capital stock or other equity securities of the Company) or (ii) any such reorganization, merger or consolidation involving the Company or a Subsidiary in which the shares of capital stock of the Company outstanding immediately prior to such reorganization, merger or consolidation continue to represent, or are converted into or exchanged for, shares of capital stock which continue to represent, immediately following such reorganization, merger or consolidation, a majority of the combined ordinary voting power of the outstanding capital stock of (x) the surviving or resulting corporation, or, (y) if the surviving or resulting corporation is a wholly-owned subsidiary of another corporation immediately following such reorganization, merger or consolidation, of the parent corporation of such surviving or resulting corporation; and (B) a sale, lease, transfer or other disposition, in a single transaction or series of related transactions, by the Company or any Subsidiary of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole, except where such sale, lease, transfer or other disposition is to a wholly-owned Subsidiary of the Company (each of (A) and (B) of this Subsection, a “Deemed Liquidation”). Notwithstanding the foregoing, a Deemed Liquidation shall not be considered a Liquidation Transaction if so determined by the holders of a majority of the outstanding Series Preferred Stock; provided, however, that such determination shall also require the consent of the holders of a majority of the outstanding Series A Preferred Stock, Series A-1 Preferred Stock and Series A-2 Preferred Stock, voting together as a single class on an as-converted basis, if the determination by the holders of Series Preferred Stock to not so consider it a Liquidation Transaction in any specific instance, would diminish, reduce, or otherwise adversely affect the proceeds payable or otherwise distributable to the holders of Series A Preferred Stock, Series A-1 Preferred Stock or Series A-2 Preferred Stock pursuant to Sections 2.3.3(a)(1), 2.3.3(a)(2) or 2.3.3(a)(3), respectively, and Section 2.3.3(d); provided, further, that such determination shall also require the consent of the holders of a majority of the outstanding Series B Preferred Stock and Series B-1 Preferred Stock, voting together as a single class on an as-converted basis, if the determination by the holders of Series Preferred Stock to not so consider it a Liquidation Transaction in any specific instance, would diminish, reduce, or otherwise adversely affect the proceeds payable or otherwise distributable to the holders of Series B Preferred Stock or Series B-1 Preferred Stock pursuant to Sections 2.3.3(a)(4) or 2.3.3(a)(5), respectively, and Section 2.3.3(d); provided, further, that such determination shall also require the consent of the holders of a majority of the outstanding Series C Preferred Stock if such Deemed Liquidation requires such consent pursuant to Section 2.3.1(f)(1); provided, further, that such determination shall also require the consent of the holders of a majority of the outstanding Series C Preferred Stock and Series C-1 Preferred Stock, voting together as a single class on an as-converted basis, if the determination by the holders of Series Preferred Stock to not so consider it a Liquidation Transaction in any specific instance, would diminish, reduce, or otherwise adversely affect the proceeds payable or otherwise distributable to the holders of Series C Preferred Stock or Series C-1 Preferred Stock pursuant to Sections 2.3.3(a)(6) or 2.3.3(a)(7), respectively, and Section 2.3.3(d); provided, further, that such determination shall also require the consent of the holders of a majority of the

 

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outstanding Series D Preferred Stock if the determination by the holders of Series Preferred Stock to not so consider it a Liquidation Transaction in any specific instance, would diminish, reduce, or otherwise adversely affect the proceeds payable or otherwise distributable to the holders of Series D Preferred Stock pursuant to Section 2.3.3(a)(8) and Section 2.3.3(d); provided, further, that such determination shall also require the consent of the holders of a majority of the outstanding Series D-1 Preferred Stock if such Deemed Liquidation requires such consent pursuant to Section 2.3.1(i)(1) or if the determination by the holders of Series Preferred Stock to not so consider it a Liquidation Transaction in any specific instance, would diminish, reduce, or otherwise adversely affect the proceeds payable or otherwise distributable to the holders of Series D-1 Preferred Stock pursuant to Section 2.3.3(a)(9) and Section 2.3.3(d); provided, further, that such determination shall also require the consent of the holders of a majority of the outstanding Series D-2 Preferred Stock if such Deemed Liquidation requires such consent pursuant to Section 2.3.1(j)(1) or if the determination by the holders of Series Preferred Stock to not so consider it a Liquidation Transaction in any specific instance, would diminish, reduce, or otherwise adversely affect the proceeds payable or otherwise distributable to the holders of Series D-2 Preferred Stock pursuant to Section 2.3.3(a)(10) and Section 2.3.3(d).

(d) Deemed Conversion. If the amount of cash, securities or other property which a holder of any shares of Series Preferred Stock would have been entitled to receive with respect to such shares if they had been converted to Common Stock immediately prior to a Liquidation Transaction (including a Deemed Liquidation) of the Company, and had therefore become entitled to participate as shares of Common Stock in distributions pursuant to Section 2.3.3(b) (for any shares of Series Preferred Stock, the “Deemed Conversion Amount”), would be greater than the applicable preferential amount for such shares as set forth in Sections 2.3.3(a)(1), 2.3.3(a)(2), 2.3.3(a)(3), 2.3.3(a)(4), 2.3.3(a)(5), 2.3.3(a)(6), 2.3.3(a)(7), 2.3.3(a)(8), 2.3.3(a)(9) or 2.3.3(a)(10) above, as applicable, then such shares will automatically be entitled to such Deemed Conversion Amount instead of the preferential distributions that would have been payable with respect to such shares under Section 2.3.3(a).

(e) Valuation of Consideration. In the event of a Liquidation Transaction as described in Section 2.3.3(a) or Section 2.3.3(c) above, if the consideration received by the Company is in whole or in part other than cash, then the amounts payable to all holders of shares of Series Preferred Stock pursuant to this Section 2.3.3 shall be paid in the same form of consideration that is paid to the other shareholders of the Company, with the value of any such non-cash consideration (other than securities) determined as provided in the definitive agreement(s) entered into in connection with any such Liquidation Transaction, or, if the non-cash consideration consists of securities for which no value is established in such definitive agreement(s), as follows:

(1) Freely Tradable Securities. The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows:

(A) if traded on a securities exchange or the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty-day period ending three (3) days prior to the closing;

 

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(B) if actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty-day period ending three (3) days prior to the closing; and

(C) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors.

(2) Restricted Securities. The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a shareholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined to reflect the approximate fair market value thereof, as determined by the Board of Directors.

2.3.4 Conversion Rights. The Series Preferred Stock shall be convertible as follows:

(a) General. Subject to and in compliance with the provisions of this Section 2.3.4, any shares of Series Preferred Stock may, at the option of the holder, be converted at any time into fully-paid and non-assessable shares of Common Stock.

(1) All outstanding shares of Series Preferred Stock shall automatically be converted into fully-paid and non-assessable shares of Common Stock upon the earlier of:

(A) Subject to compliance with the provisions in these Amended Articles, including Section 2.3.1(i) and Section 2.3.1(j) herein, the effectiveness of a registration statement in connection with an underwritten public offering under the Securities Act, covering the sale of Common Stock to the public that results in aggregate cash proceeds to the Company of not less than $50,000,000 (net of underwriting discounts and commissions); or

(B) the date specified by written consent or agreement of the holders of a majority of the then-outstanding shares of Series Preferred Stock, voting together as a single class (the time of such closing or the date and time specified or the time of the event specified in such vote or written consent is referred to herein as the “Mandatory Conversion Time”); provided, that automatic conversion of the Series B Preferred Stock and the Series B-1 Preferred Stock pursuant to this Section 2.3.4(a)(1)(B) shall also require the written consent or agreement of the holders of a majority of the then-outstanding shares of Series B Preferred Stock and Series B-1 Preferred Stock, voting together as a single class, which majority shall include the approval of Sageview for so long as Sageview continues to hold at least 9,090,909 shares of Series B-1 Preferred Stock (in addition to the consent or agreement of the holders of a majority of the then-outstanding shares of Series Preferred Stock); provided, further, that automatic conversion of the Series C Preferred Stock and the Series C-1 Preferred Stock pursuant to this Section 2.3.4(a)(1)(B) shall also require the written consent or agreement of the holders of a majority of the then-outstanding shares of Series C Preferred Stock and Series C-1 Preferred Stock, voting together as a single class (in addition to the consent or agreement of the holders of a majority of the then-outstanding shares of Series Preferred Stock); provided, further, that automatic conversion of the Series D-1 Preferred Stock pursuant to this Section 2.3.4(a)(1)(B) shall also require the written consent or agreement of the holders of a majority of the then-

 

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outstanding shares of Series D-1 Preferred Stock, voting as a separate class (in addition to the consent or agreement of the holders of a majority of the then-outstanding shares of Series Preferred Stock); provided, further, that automatic conversion of the Series D-2 Preferred Stock pursuant to this Section 2.3.4(a)(1)(B) shall also require the written consent or agreement of the holders of a majority of the then-outstanding shares of Series D-2 Preferred Stock, voting as a separate class (in addition to the consent or agreement of the holders of a majority of the then-outstanding shares of Series Preferred Stock).

(2) The number of shares of Common Stock to which a holder of Series Preferred Stock shall be entitled upon conversion under this Section 2.3.4(a) shall be the product obtained by multiplying the Applicable Conversion Rate (determined as provided in Section 2.3.4(b) below) by the number of shares of Series Preferred Stock to be converted.

(b) Applicable Conversion Rate. The conversion rate in effect at any time (the “Applicable Conversion Rate”) for each share of a particular series of Series Preferred Stock shall be the quotient obtained by dividing the applicable original purchase price (the “Original Purchase Price”) for that series of Series Preferred Stock, as set forth below, by the Conversion Price applicable to such series, determined as hereinafter provided, in effect on the date the certificate is surrendered for conversion. The Original Purchase Price for the Series A Preferred Stock and the Series A-2 Preferred Stock is $0.888 per share; the Original Purchase Price for the Series A-1 Preferred Stock is $0.444 per share; the Original Purchase Price for the Series B Preferred Stock is $0.94 per share; the Original Purchase Price for the Series B-1 Preferred Stock is $1.10 per share; the Original Purchase Price for the Series C Preferred Stock is $2.8291 per share; the Original Purchase Price for the Series C-1 Preferred Stock is $3.32 per share; the Original Purchase Price for the Series D Preferred Stock is $5.25 per share; the Original Purchase Price for the Series D-1 Preferred Stock is $6.32 per share; and the Original Purchase Price for the Series D-2 Preferred Stock is $6.75 per share. As of the date of filing of these Amended Articles, the initial Conversion Price for the Series A Preferred Stock and the Series A-2 Preferred Stock is $0.888 per share; the initial Conversion Price for the Series A-1 Preferred Stock is $0.444 per share; the initial Conversion Price for the Series B Preferred Stock is $0.94 per share; the initial Conversion Price for the Series B-1 Preferred Stock is $1.10 per share; the initial Conversion Price for the Series C Preferred Stock is $2.8291 per share; the initial Conversion Price for the Series C-1 Preferred Stock is $3.32 per share; the initial Conversion Price for the Series D Preferred Stock is $5.25 per share; the initial Conversion Price for the Series D-1 Preferred Stock is $6.32 per share; and the initial Conversion Price for the Series D-2 Preferred Stock is $6.75 per share. Each such initial Conversion Price shall be subject to adjustment as set forth in Section 2.3.4(d).

(c) Mechanics of Conversion.

(1) Optional Conversions. Before any holder of Series Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit reasonably acceptable to the Company), at the office of the Company or of any transfer agent for such Series Preferred Stock, and shall give written notice to the Company at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or

 

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certificates for shares of Common Stock are to be issued. The Company shall, as soon as practicable thereafter, (i) issue and deliver at such office to such holder of Series Preferred Stock, or to the nominee or nominees of such holder (subject to any applicable transfer restrictions), a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid, (ii) pay in cash such amount as provided in Section 2.3.4(d)(7)(A) in lieu of any fraction of a share of Common Stock otherwise issuable upon such conversion and (iii) pay all declared but unpaid dividends on the shares of Series Preferred Stock being converted. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series Preferred Stock to be converted, the rights of the holder of the shares of Series Preferred Stock converted as a holder of Series Preferred Stock shall cease (except the right to receive the items provided for in the immediately preceding sentence), and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. Notwithstanding any other provision hereof, if a conversion of Series Preferred Stock is to be made in connection with a Liquidation Transaction, an underwritten offering of securities registered pursuant to the Securities Act or a share sale transaction or another transaction affecting the Company or a holder of Series Preferred Stock, the conversion of any shares of Series Preferred Stock may, at the election of the holders such shares, be conditioned upon the consummation of such event or transaction, in which case such conversion shall not be deemed to be effective until such event or transaction has been consummated. Such converted Series Preferred Stock shall be retired and cancelled and may not be reissued as shares of such series, and the Company may thereafter take such appropriate action (without the need for shareholder action) as may be necessary to reduce the authorized number of shares of Series Preferred Stock accordingly.

(2) Mandatory Conversions. All holders of record of shares of Series Preferred Stock shall be sent written notice of the Mandatory Conversion Time and the place designated for mandatory conversion of all such shares of Series Preferred Stock pursuant to Section 2.3.4(a)(1). Such notice need not be sent in advance of the occurrence of the Mandatory Conversion Time. Upon receipt of such notice, each holder of Series Preferred Stock shall surrender the certificate or certificates therefor, duly endorsed (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit reasonably acceptable to the Company), at the office of the Company or of any transfer agent for such Series Preferred Stock. If so required by the Company, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Company, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. The Company shall, as soon as practicable after the Mandatory Conversion Time and the surrender of the certificate or certificates (or lost certificate affidavit) for Series Preferred Stock, (i) issue and deliver at such office to such holder of Series Preferred Stock, or to the nominee or nominees of such holder (subject to any applicable transfer restrictions), a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid, (ii) pay in cash such amount as provided in Section 2.3.4(d)(7)(A) in lieu of any fraction of a share of Common Stock otherwise issuable upon such conversion and (iii) pay all declared but unpaid dividends on the shares of Series Preferred Stock being converted. Such conversion shall be deemed to have been made at the Mandatory Conversion Time (notwithstanding the failure of the holder or holders thereof to surrender the certificates at or prior to such time), the rights of the holder of the shares of Series Preferred Stock converted as a

 

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holder of Series Preferred Stock shall cease (except the right to receive the items provided for in the immediately preceding sentence), and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of the Mandatory Conversion Time. Such converted Series Preferred Stock shall be retired and cancelled and may not be reissued as shares of such series, and the Company may thereafter take such appropriate action (without the need for shareholder action) as may be necessary to reduce the authorized number of shares of Series Preferred Stock accordingly.

(d) Conversion Price Adjustments of Series Preferred Stock for Certain Dilutive Issuances, Splits and Combinations. The applicable Conversion Price of the Series Preferred Stock shall be subject to adjustment from time to time after the date hereof, as follows:

(1) Issuance of Additional Stock below Purchase Price.

(A) Issuances of Additional Stock. If the Company shall issue, any Additional Stock (as defined below) for consideration per share less than the Conversion Price applicable to a series of Series Preferred Stock in effect immediately prior to the issuance of such Additional Stock, such Conversion Price shall automatically be adjusted as set forth in this Section 2.3.4(d)(1), unless otherwise provided in this Section 2.3.4(d)(1).

(B) Adjustment Formula. Whenever the Conversion Price is adjusted pursuant to Section 2.3.4(d)(1)(A), the new Conversion Price shall be determined by multiplying the Conversion Price in effect immediately prior to the issuance of such Additional Stock by a fraction, (i) the numerator of which shall be the number of shares of Outstanding Common Stock (as defined below) immediately prior to such issuance plus the number of shares of Common Stock that the aggregate consideration received by the Company for the total number of shares of Additional Stock so issued would purchase at the Conversion Price in effect immediately prior to such issuance and (ii) the denominator of which shall be the number of shares of Outstanding Common Stock immediately prior to such issuance plus the number of shares of such Additional Stock so issued. For purposes of the foregoing calculation, the term “Outstanding Common Stock” shall mean the number of shares of Common Stock actually issued and outstanding at the time of determination plus the number of shares of Common Stock deemed issued at such time pursuant to Section 2.3.4(d)(1)(F) below.

(C) Definition of “Additional Stock”. For purposes of this Section 2.3.4(d)(1), “Additional Stock” shall mean any shares of Common Stock issued (or deemed to have been issued pursuant to Section 2.3.4(d)(1)(F)) by the Company on or after the date of these Amended Articles other than:

(i) Shares of Common Stock (or securities convertible into Common Stock) issued or issuable as a distribution or dividend on Series Preferred Stock or by way of dividend, stock split or other distribution pursuant to Sections 2.3.4(d)(2), (3), (4) or (5) below;

(ii) Shares of Common Stock and/or options, warrants or other Common Stock purchase rights, and the Common Stock issued pursuant to such options,

 

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warrants or other rights (in each case as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) issued or issuable to employees, officers, advisors, consultants, directors or service providers of the Company and/or any Subsidiary, as approved from time to time by the Board of Directors;

(iii) Shares of Common Stock or convertible securities issued or issuable upon exercise of or conversion of any warrants, options, or other convertible securities, in each case that are outstanding as of the date of these Amended Articles (provided that each such issuance is pursuant to the terms of such securities);

(iv) Shares of Common Stock issued or issuable upon the conversion of shares of Series Preferred Stock;

(v) Shares of Common Stock issued or issuable in a public offering prior to or in connection with which all outstanding shares of Series Preferred Stock will be converted to Common Stock pursuant to 2.3.4(a) hereof;

(vi) Shares of Common Stock or convertible securities issued or issuable in respect of any warrants, options or convertible securities as a result of the application of substantially similar antidilution provisions to those contained herein;

(vii) Shares of Common Stock issued or issuable in connection with the merger of Avalara ISPI, Inc. and Taxcient, Inc.;

(viii) Shares of Common Stock, options, warrants or other convertible securities issued or issuable to financial institutions, lessors, business partners or other entities in connection with commercial credit arrangements, equipment financings, real estate transactions, joint ventures, or other corporate partnering arrangements or similar transactions, in each case, the terms of which are approved by the Board of Directors;

(ix) Shares of Common Stock or convertible securities issued or issuable as acquisition consideration in connection with bona fide acquisitions by the Company of a business entity or the assets of a business, whether by merger, consolidation, purchase of assets, exchange of stock or otherwise, in each case on terms of issuance approved by the Board of Directors;

(x) Shares of Common Stock or convertible securities issued or issuable to any other persons or entities in connection with the acquisition by the Company of technology or intellectual property, or in connection with strategic collaboration or development agreements with the Company, provided that such issuances are not primarily for capital-raising purposes and, in each case, the terms of issuance are approved by the Board of Directors; and

(xi) Shares of Common Stock or convertible securities excluded from the definition of Additional Stock by the affirmative vote or written consent of:

1) the holders of a majority of the Series Preferred Stock that otherwise would be entitled to an antidilution adjustment as a result of the issuance of such Common Stock (including shares deemed to have been issued pursuant to Section 2.3.4(d)(1)(F)), voting together as a single class on an as-converted basis;

 

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2) if the holders of Series B Preferred Stock otherwise would be entitled to an antidilution adjustment as a result of the issuance of such Common Stock (including shares deemed to have been issued pursuant to Section 2.3.4(d)(1)(F)), the holders of a majority of the then-outstanding shares of Series B Preferred Stock, voting as a separate class;

3) if the holders of Series B-1 Preferred Stock otherwise would be entitled to an antidilution adjustment as a result of the issuance of such Common Stock (including shares deemed to have been issued pursuant to Section 2.3.4(d)(1)(F)), the holders of a majority of the then-outstanding shares of Series B-1 Preferred Stock, voting as a separate class;

4) if the holders of Series C Preferred Stock otherwise would be entitled to an antidilution adjustment as a result of the issuance of such Common Stock (including shares deemed to have been issued pursuant to Section 2.3.4(d)(1)(F)), the holders of a majority of the then-outstanding shares of Series C Preferred Stock, voting as a separate class;

5) if the holders of Series C-1 Preferred Stock otherwise would be entitled to an antidilution adjustment as a result of the issuance of such Common Stock (including shares deemed to have been issued pursuant to Section 2.3.4(d)(1)(F)), the holders of a majority of the then-outstanding shares of Series C-1 Preferred Stock, voting as a separate class;

6) if the holders of Series D Preferred Stock otherwise would be entitled to an antidilution adjustment as a result of the issuance of such Common Stock (including shares deemed to have been issued pursuant to Section 2.3.4(d)(1)(F)), the holders of a majority of the then-outstanding shares of Series D Preferred Stock, voting as a separate class;

7) if the holders of Series D-1 Preferred Stock otherwise would be entitled to an antidilution adjustment as a result of the issuance of such Common Stock (including shares deemed to have been issued pursuant to Section 2.3.4(d)(1)(F)), the holders of a majority of the then-outstanding shares of Series D-1 Preferred Stock, voting as a separate class; and

8) if the holders of Series D-2 Preferred Stock otherwise would be entitled to an antidilution adjustment as a result of the issuance of such Common Stock (including shares deemed to have been issued pursuant to Section 2.3.4(d)(1)(F)), the holders of a majority of the then-outstanding shares of Series D-2 Preferred Stock, voting as a separate class.

(D) No Fractional Adjustments. No adjustment of the Conversion Price for the Series Preferred Stock shall be made in an amount less than $0.001 per share, and any adjustments of less than one cent shall be carried forward and aggregated with any future adjustments until such aggregate adjustments are equal to at least one cent.

 

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(E) Determination of Consideration. In the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof. In the case of the issuance of the Common Stock for consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors irrespective of any accounting treatment.

(F) Deemed Issuances of Common Stock. In the case of the issuance (whether before, on or after the date hereof) of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exercisable or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exercisable or exchangeable securities, the following provisions shall apply for all purposes of Section 2.3.4(d)(1):

(i) The aggregate maximum number of shares of Common Stock deliverable upon exercise (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in Section 2.3.4(d)(1)(E)), if any, received by the Company upon the issuance of such options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential antidilution adjustments) for the Common Stock covered thereby.

(ii) The aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange (assuming the satisfaction of any conditions to convertibility or exchangeability, including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) for any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options or rights, plus the minimum additional consideration, if any, to be received by the Company (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in Section 2.3.4(d)(1)(E)).

(iii) In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to the Company upon exercise of such options or rights or upon conversion of or in exchange for such convertible or exchangeable securities, including, but not limited to, a change resulting from the antidilution provisions thereof, the Conversion Price of a series of Series Preferred Stock, to the extent in any way

 

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affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities.

(iv) Upon the expiration of any such options or rights, the termination of any such rights to convert or exchange, or the expiration of any options or rights related to such convertible or exchangeable securities, the Conversion Price of a series of Series Preferred Stock, to the extent in any way affected by or computed using such options, rights or securities or options or rights related to such securities, shall be recomputed to reflect the issuance of only the number of shares of Common Stock (and convertible or exchangeable securities which remain in effect) actually issued upon the exercise of such options or rights, upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities.

(v) The number of shares of Common Stock deemed issued and the consideration deemed paid therefor pursuant to Sections 2.3.4(d)(1)(F)(i) and 2.3.4(d)(1)(F)(ii) shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either Section 2.3.4(d)(1)(F)(iii) or 2.3.4(d)(1)(F)(iv).

(G) No Increased Conversion Price. Notwithstanding any other provisions of this Section 2.3.4(d)(1), except to the limited extent provided for in Sections 2.3.4(d)(1)(F)(iii) and 2.3.4(d)(1)(F)(iv), no adjustment of the Conversion Price pursuant to this Section 2.3.4(d)(1) shall have the effect of increasing the Conversion Price above the Conversion Price in effect immediately prior to such adjustment.

(2) Stock Splits and Dividends. In the event the Company should at any time or from time to time after the date hereof effect, or fix a record date for the effectuation of, a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or convertible, exchangeable or exercisable securities without payment of any consideration by such holder for the additional shares of Common Stock or convertible, exchangeable or exercisable securities (including the additional shares of Common Stock issuable upon conversion, exchange or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Conversion Price of each series of Series Preferred Stock shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series of Series Preferred Stock shall be increased in proportion to such increase of the aggregate of shares of Common Stock outstanding and those shares of Common Stock issuable with respect to such convertible, exchangeable or exercisable securities with the number of shares issuable (with respect to convertible, exchangeable or exercisable securities determined from time to time in the manner provided for deemed issuances in Section 2.3.4(d)(1)(F)).

(3) Reverse Stock Splits. If the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Common Stock, then, following the record date of such combination, the applicable Conversion Price for each series of outstanding Series Preferred Stock shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in outstanding shares.

 

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(4) Other Distributions. In the event the Company shall declare a distribution payable in securities of other Persons, evidences of indebtedness issued by the Company or other Persons, assets or options or rights not referred to in Section 2.3.4(d)(2), and excluding dividends as provided in Section 2.3.2, then, in each such case for the purpose of this Section 2.3.4(d), the holders of each series outstanding Series Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of the Company into which their shares of Series Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Company entitled to receive such distribution.

(5) Reorganizations, Recapitalizations, Etc. If at any time or from time to time there shall be a reorganization, recapitalization, reclassification, merger or consolidation in which the Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by Section 2.3.4(d)(2), 2.3.4(d)(4) or 2.3.4(d)(4) each, a “Capital Reorganization”), provision shall be made so that the holders of the outstanding series of Series Preferred Stock shall thereafter be entitled to receive upon conversion of such series the number of shares of stock or other securities, cash or property, to which a holder of Common Stock issuable upon conversion of such series immediately prior to such reorganization, recapitalization, reclassification, merger or consolidation would have been entitled to receive pursuant to such transaction. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 2.3.4 with respect to the rights of the holders of such series of Series Preferred Stock after each such transaction to the end that the provisions of this Section 2.3.4 (including adjustment of the Conversion Price then in effect and the number of shares purchasable upon conversion of such series) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Series Preferred Stock.

(6) No Impairment. The Company will not, by amendment of its Articles or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section 2.3.4 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holders of Series Preferred Stock against impairment.

(7) No Fractional Shares and Certificate as to Adjustments.

(A) No Fractional Shares. No fractional shares shall be issued upon the conversion of any share or shares of the Series Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Company shall pay cash equal to such fraction multiplied by the fair market value of a share of Common Stock as determined in good faith by the Board of Directors. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of shares of Series Preferred Stock the holder is at the time converting into Common Stock and the aggregate number of shares of Common Stock issuable upon such conversion.

 

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(B) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price of a series of Series Preferred Stock pursuant to this Section 2.3.4, the Company, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of such series of Series Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of any holder of any series of Series Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustment and readjustment, (ii) the Conversion Price for such series of Series Preferred Stock at the time in effect and (iii) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of a share of such series of Series Preferred Stock.

(8) Notices of Record Date. In the event of (i) any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or any other right, (ii) any Capital Reorganization or any Deemed Liquidation or (iii) the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall provide notice (pursuant to Subsection 2.3.4(d)(10) below) to each holder of Series Preferred Stock, at least ten (10) days prior to the date specified therein, specifying, as the case may be, (x) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (y) the effective date on which such Capital Reorganization, Deemed Liquidation, dissolution, liquidation or winding-up is proposed to take place, and the time, if any is to be fixed, as of taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such Capital Reorganization, Deemed Liquidation, dissolution, liquidation or winding-up, and the amount per share and character or such exchange applicable to the Series Preferred Stock and the Common Stock.

(9) Reservation of Stock Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the outstanding shares of Series Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of such series of Series Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then-outstanding shares of Series Preferred Stock, in addition to such other remedies as shall be available to the holder of such series of Series Preferred Stock, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite shareholder approval of any necessary amendment to these Amended Articles.

 

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(10) Notices. Any notice required by the provisions of this Section 2.3.4 to be given to the holders of shares of Series Preferred Stock shall be deemed given if (i) deposited in the U.S. mail, with first-class postage thereon prepaid, correctly addressed to each shareholder entitled thereto at the shareholder’s address as it appears on the current record of shareholders of the Company or (ii) provided by personal delivery, courier service, wire or wireless equipment, telegraphic or other facsimile transmission, or any other electronic means correctly addressed to each shareholder entitled thereto at the shareholder’s physical address, electronic mail address, or facsimile number, as it appears on the current record of shareholders of the Company.

(11) Status of Converted Stock. In the event any shares of Series Preferred Stock shall be converted pursuant to Section 2.3.4 hereof, the shares of the applicable series of Series Preferred Stock so converted shall be canceled and shall not be reissued, sold or transferred by the Company. The Articles of the Company shall be appropriately amended to effect the corresponding reduction in the number of authorized shares of such series of Series Preferred Stock.

(12) Taxes. The Company shall pay any and all issue and other similar taxes that may be payable with respect of any issuance or delivery of shares of Common Stock upon conversion of shares of Series Preferred Stock pursuant to Section 2.3.4 hereof. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock in a name other than that in which the shares of Series Preferred Stock so converted were registered, and no such issuance or delivery shall be made unless and until the person or entity requesting such issuance has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid.

2.3.5 Redemption of Shares. The Company shall not have the right to, and the holders shall not have the right to require the Company to, redeem shares of Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock or Series D-2 Preferred Stock.

2.4. Common Stock.

2.4.1 Dividend Rights. Subject to the prior rights of holders of all classes of stock at the time outstanding having prior or preferential rights as to dividends, the holders of the Common Stock shall be entitled to receive, out of any assets of the Company legally available therefor, such dividends as may be declared from time to time by the Board of Directors.

2.4.2 Liquidation Rights. Subject to the prior rights of the holders of all classes of stock at the time outstanding having prior or preferential rights as to distributions, upon liquidation, dissolution or winding up of the Company, the assets of the Company shall be distributed to the holders of Common Stock as provided in Section 2.3.3 hereof.

 

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2.4.3 Redemption. The Common Stock is not redeemable.

2.4.4 Voting Rights. The holder of each share of Common Stock shall have the right to one vote, and shall be entitled to notice of any meeting of shareholders in accordance with the bylaws of the Company, and shall be entitled to vote upon such matters and in such manner as may be provided by law. The holders of Common Stock shall not be entitled to vote as a separate voting group with respect to any amendment of these Amended Articles.

ARTICLE 3

SHAREHOLDER RIGHTS

3.1. No Preemptive Rights. Except as may be set forth in a separate agreement with the Company, the shareholders of the Company do not have preemptive rights to acquire proportional amounts of the Company’s unissued shares or additional offerings of its shares, options or convertible securities, whether issued for cash, property, services, by way of dividends or otherwise.

3.2. No Cumulative Voting. The shareholders of the Company do not have cumulative voting rights with respect to the election of directors of the Company.

3.3. Voting Groups. Except as specifically provided in Section 2.3.1 above, the shareholders of the Company shall not be entitled to the voting group rights granted by subsections 1(a), (e) or (f) of RCW 23B.10.040 or by 23B.11.035.

3.4. Action by Shareholder Consent. To the extent permitted by the Act, the taking of action by shareholders without a meeting by less than unanimous written consent of all shareholders entitled to vote on the action shall be permitted. Notice of the taking of such action shall be given in accordance with the Act to those shareholders entitled to vote on the action who have not consented in writing (and, if the Act would otherwise require that notice of a meeting of shareholders to consider the action be given to nonvoting shareholders, to all nonvoting shareholders), in writing, describing with reasonable clarity the general nature of the action, and accompanied by the same material that, under the Act, would have been required to be sent to nonconsenting (or nonvoting) shareholders in a notice of meeting at which the action would have been submitted for shareholder action. Such notice shall be either (a) by deposit in the U.S. mail, with first-class postage thereon prepaid, correctly addressed to each shareholder entitled thereto at the shareholder’s address as it appears on the current record of shareholders of the Company or (b) by personal delivery, courier service, wire or wireless equipment, telegraphic or other facsimile transmission, or any other electronic means which transmits a facsimile of such communication correctly addressed to each shareholder entitled thereto at the shareholder’s physical address, electronic mail address, or facsimile number, as it appears on the current record of shareholders of the Company.

3.5. Reduced Vote Requirements. In the case of any matter submitted to a vote of the shareholders of the Company for which the Act requires (unless the Articles provide otherwise, in which case the Articles shall control) the approval of two-thirds of the votes of each voting group entitled to be cast thereon, the approval of a majority, rather than two-thirds, of the votes of each voting group entitled to be cast on such matter shall be sufficient for such matter to be

 

25


approved. Without limiting the generality of the foregoing, such matters are intended to include, to the extent not inconsistent with the Act, amendments to the Articles, mergers and share exchanges, sales of assets other than in the ordinary course of business, and dissolution. The provisions of this Section 3.5 are specifically intended to reduce the voting requirements otherwise prescribed under RCW 23B.10.030, 23B.11.030, 23B.12.020 and 23B.14.020, in accordance with RCW 23B.07.270.

ARTICLE 4

INDEMNIFICATION OF DIRECTORS AND OFFICERS

4.1. Definitions. The capitalized terms in this Section 4 not otherwise defined herein shall have the meanings set forth in RCW 23B.08.500.

4.2. Indemnification Rights of Directors and Officers. The Company shall indemnify and hold harmless each individual who is or was serving as a Director or officer of the Company or who, while serving as a Director or officer of the Company, is or was serving at the request of the Company as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against any and all Liability incurred with respect to any Proceeding to which the individual is or is threatened to be made a Party because of such service, and shall make advances of reasonable Expenses with respect to such Proceeding, to the fullest extent permitted by law, without regard to the limitations in RCW 23B.08.510 through 23B.08.550 or 23B.08.560(2); provided that no such indemnity shall indemnify any Director or officer from or on account of (a) acts or omissions of the Director or officer finally adjudged to be intentional misconduct or a knowing violation of law; (b) conduct of the Director or officer finally adjudged to be in violation of RCW 23B.08.310; or (c) any transaction with respect to which it was finally adjudged that such Director or officer personally received a benefit in money, property, or services to which the Director or officer was not legally entitled.

4.3. Amendment(s) to the Act. If, after the date of these Amended Articles, the Act is amended to authorize further indemnification of Directors or officers, then Directors and officers of the Company shall be indemnified to the fullest extent permitted by the Act.

4.4. Non-Exclusive Rights. To the extent permitted by law, the rights to indemnification and advance of reasonable Expenses conferred in this Section 4.4 shall not be exclusive of any other right which any individual may have or hereafter acquire under any statute, provision of the Bylaws, agreement, vote of shareholders or disinterested directors, or otherwise. The right to indemnification conferred in this Section 4.4 shall be a contract right upon which each Director or officer shall be presumed to have relied in determining to serve or to continue to serve as such. Any amendment to or repeal of this Section 4.4 shall not adversely affect any right or protection of a Director or officer of the Company for or with respect to any acts or omissions of such Director or officer occurring prior to such amendment or repeal.

4.5. Limitation of Directors’ Liability. To the fullest extent permitted by the Act, as it exists on the date hereof or may hereafter be amended, a director of this Company shall not be personally liable to the Company or its shareholders for monetary damages for conduct as a director. Any amendment to or repeal of this Section 4.5 shall not adversely affect a director of this Company with respect to any conduct of such director occurring prior to such amendment or repeal.

 

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4.6. Indemnification of Employees and Agents of the Company. The Company may, by action of its Board of Directors from time to time, provide indemnification and pay expenses in advance of the final disposition of a Proceeding to Employees and Agents of the Company who are not also Directors, in each case to the same extent as to a Director with respect to the indemnification and advancement of expenses pursuant to rights granted under, or provided by, the Act or otherwise.

4.7. Partial Indemnification. If an Indemnitee is entitled to indemnification by the Company for some or a portion of expenses, liabilities, or losses actually and reasonably incurred by Indemnitee in an investigation, defense, appeal or settlement but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, liabilities or losses to which Indemnitee is entitled.

4.8. Procedure for Seeking Indemnification and/or Advancement of Expenses. The following procedures shall apply in the absence of (or at the option of the Indemnitee, in addition thereto) specific procedures otherwise applicable to an Indemnitee pursuant to a contract, trust agreement, or general or specific action of the Board of Directors:

4.9. Notification and Defense of Claim. Indemnitee shall promptly notify the Company in writing of any Proceeding for which indemnification could be sought under this Article. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s power. With respect to any such Proceeding as to which Indemnitee has notified the Company: (a) the Company will be entitled to participate therein at its own expense; and (b) except as otherwise provided below, to the extent that it may wish, the Company, jointly with any other indemnifying party similarly notified, will be entitled to assume the defense thereof, with counsel satisfactory to Indemnitee. Indemnitee’s consent to such counsel may not be unreasonably withheld. After notice from the Company to Indemnitee of its election to assume the defense, the Company will not be liable to Indemnitee under this Article for any legal or other expenses subsequently incurred by Indemnitee in connection with such defense. However, Indemnitee shall continue to have the right to employ its counsel in such Proceeding, at Indemnitee’s expense; and if (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of such defense, or (iii) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall reasonably have made the conclusion that a conflict of interest may exist between the Company and the Indemnitee in the conduct of the defense.

4.10. Information to be Submitted and Method of Determination and Authorization of Indemnification. For the purpose of pursuing rights to indemnification under this Article, the Indemnitee shall submit to the Board of Directors a sworn statement requesting indemnification and reasonable evidence of all amounts for which such indemnification is requested (together,

 

27


the sworn statement and the evidence constitute an “Indemnification Statement”). Submission of an Indemnification Statement to the Board of Directors shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within sixty (60) calendar days thereafter, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless, within such sixty (60) calendar day period the Company shall notify the Indemnitee in writing that the Company has determined, based upon clear and convincing evidence, that the Indemnitee is not entitled to indemnification under this Article. Any determination that the Indemnitee is not entitled to indemnification, and any failure to make the payments requested in the Indemnification Statement, shall be subject to judicial review by any court of competent jurisdiction.

4.11. Special Procedure Regarding Advances for Expenses. An Indemnitee seeking payment of expenses in advance of a final disposition of the Proceeding must furnish to the Company, as part of the Indemnification Statement: (a) a written affirmation of the Indemnitee’s good faith belief that the Indemnitee has met the standard of conduct required to be eligible for indemnification; and (b) a written undertaking, constituting an unlimited general obligation of the Indemnitee, to repay the advance if it is ultimately determined that the Indemnitee did not meet the required standard of conduct. Upon satisfaction of the foregoing the Indemnitee shall have a contractual right to the prompt payment of such expenses by the Company within ten (10) calendar days thereafter.

4.12. Settlement. The Company shall not be liable to indemnify Indemnitee for any amounts paid in settlement of any Proceeding without the Company’s written consent. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee may unreasonably withhold its consent to a proposed settlement.

4.13. Contract and Related Rights.

(a) Contract Rights. The right of an Indemnitee to indemnification and advancement of expenses is a contract right upon which the Indemnitee shall be presumed to have relied in determining to serve or to continue to serve in his or her capacity with the Company. Such right shall continue as long as the Indemnitee shall be subject to any possible Proceeding. Any amendment to or repeal of this Article shall not adversely affect any right or protection of an Indemnitee with respect to any acts or omissions of such Indemnitee occurring prior to such amendment or repeal.

(b) Optional Insurance, Contracts, and Funding. The Company may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or Agent of the Company or, who, while a director, officer, employee, or Agent of the Company, is or was serving at the request of the Company as a director, officer, partner, trustee, employee, or Agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise against Liability asserted against or incurred by the individual in that capacity or arising from the individual’s status as a director, officer, employee, or Agent, whether or not the Company would have power to indemnify the individual against such Liability under RCW 23B.08.510 or 23B.08.520.

 

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(c) Severability. If any provision or application of this Article shall be invalid or unenforceable, the remainder of this Article and its remaining applications shall not be affected thereby, and shall continue in full force and effect.

(d) Right of Indemnitee to Bring Suit. If either (1) a claim under this Article IV for indemnification is not paid in full by the Company within sixty (60) days after a written claim has been received by the Company or (2) a claim under this Article IV for advancement of expenses is not paid in full by the Company within twenty (20) days after a written claim has been received by the Company, then the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. To the extent successful in whole or in part, the Indemnitee shall be entitled to also be paid the expense (to be proportionately prorated if the Indemnitee is only partially successful) of prosecuting such claim. Neither (1) the failure of the Company to have made a determination prior to the commencement of such Proceeding that indemnification or reimbursement or advancement of expenses to the Indemnitee is proper in the circumstances, nor (2) an actual determination by the Company that the Indemnitee is not entitled to indemnification or to the reimbursement or advancement of expenses, shall be a defense to the Proceeding or create a presumption that the Indemnitee is not so entitled.

(e) Nonexclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a Proceeding in advance of its final disposition granted in this Article IV shall not be exclusive of any other right which any Indemnitee may have or hereafter acquire under any statute, provision of this Article or the bylaws, agreement, vote of shareholders or disinterested directors, or otherwise. The Company shall have the express right to grant additional indemnity without seeking further approval or satisfaction by the shareholders. All applicable indemnity provisions and any applicable law shall be interpreted and applied so as to provide an Indemnitee with the broadest but nonduplicative indemnity to which he or she is entitled.

4.14. Contribution. If the indemnification provided in Section 4.2 is not available to be paid to Indemnitee for any reason other than those set forth in Sections 4.2(a), 4.2(b) or 4.2(c) (for example, because indemnification is held to be against public policy even though otherwise permitted under Section 4.2) then in respect of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of loss paid or payable by Indemnitee in such proportion as is appropriate to reflect: the relative benefits received by the Company on the one hand and the Indemnitee on the other hand from the transaction from which such Proceeding arose, and the relative fault of the Company on the one hand and the Indemnitee on the other hand in connection with the events which resulted in such loss, as well as any other relevant equitable consideration. The relative benefits received by and fault of the Company on the one hand and the Indemnitee on the other shall be determined by a court of appropriate jurisdiction (which may be the same court in which the Proceeding took place) with reference to, among other things, the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent the circumstances resulting in such loss. The Company agrees that it would not be just and equitable if a contribution pursuant to this Article was determined by pro rata allocation or any other method of allocation which does not take account of the foregoing equitable considerations.

 

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4.15. Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of the Articles to indemnify or advance expenses to Indemnitee with respect to any Proceeding: (a) initiated voluntarily by Indemnitee and not by way of defense, unless (x) approved or authorized in advance by the Board of Directors, (y) brought to establish or enforce a right to indemnification under the Articles or any other statute or law or (z) as otherwise required under the statute; (b) instituted by Indemnitee to enforce or interpret this Article, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such Proceeding was not made in good faith or was frivolous; (c) for which any of the expenses or liabilities for indemnification is being sought have been paid directly to Indemnitee by an insurance carrier under a policy of officers’ and directors’ liability insurance maintained by the Company; or (d) if the Company is prohibited by applicable law as then in effect from paying such indemnification and/or advancement of expenses.

ARTICLE 5

DEFINITIONS

As used in these Amended Articles, the following capitalized terms shall have the following definitions:

“Act” means the Washington Business Corporation Act, RCW Title 23B.

“Agent”, as used in Article IV hereof, means an individual who is or was an agent of the Company or an individual who, while an agent of the Company, is or was serving at the Company’s request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. “Agent” includes, unless the context requires otherwise, the spouse, heirs, estate and personal representative of an agent.

“Amended Articles” means these Fifteenth Amended and Restated Articles of Incorporation of the Company.

“Articles” means the Company’s Amended and Restated Articles of Incorporation, as amended from time to time.

“Board of Directors” means the board of directors of the Company.

“Common Stock” means the Company’s Common Stock and any capital stock of any class of the Company hereafter authorized which is not limited to a fixed sum or percentage of par or stated value in respect to the rights of the holders thereof to participate in dividends or in the distribution of assets upon any liquidation, dissolution or winding up of the Company.

“Director”, as used in Article IV hereof, means an individual who is or was a director of the Company or an individual who, while a director of the Company, is or was serving at the Company’s request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. “Director” includes, unless the context requires otherwise, the spouse, heirs, estate and personal representative of a director.

 

30


“Employee”, as used in Article IV hereof, means an individual who is or was an employee of the Company or an individual, while an employee of the Company, is or was serving at the Company’s request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. “Employee” includes, unless the context requires otherwise, the spouse, heirs, estate and personal representative of an employee.

“Indemnitee”, as used in Article IV hereof, means an individual made a party to a Proceeding because the individual is or was a Director, Officer, Employee, or Agent of the Company, and who possesses indemnification rights pursuant to these Articles or other corporate action. “Indemnitee” includes, unless the context requires otherwise, the spouse, heirs, estate, and personal representative of such individuals.

“Liability”, as used in Article IV hereof, means the obligation to pay a judgment, settlement penalty, fine, including an excise tax with respect to an employee benefit plan, or reasonable expenses incurred with respect to a Proceeding.

“Liquidation Value” means each of the following: Series A Liquidation Value, Series A-1 Liquidation Value, Series A-2 Liquidation Value, Series B Liquidation Value, Series B-1 Liquidation Value, Series C Liquidation Value, Series C-1 Liquidation Value, Series D Liquidation Value, Series D-1 Liquidation Value and Series D-2 Liquidation Value with respect to any share of stock of the Company, in all instances, as adjusted for any stock dividends, stock splits, combinations, reorganizations, recapitalizations, reclassifications and similar.

“Officer”, as used in Article IV hereof, means an individual who is or was an officer of the Company (regardless of whether or not such individual was also a Director) or an individual who, while an officer of the Company, is or was serving at the Company’s request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. “Officer” includes, unless the context requires otherwise, the spouse, heirs, estate and personal representative of an officer.

“Party”, as used in Article IV hereof, includes an individual who was, is, or is threatened to be named a defendant, respondent or witness in a Proceeding.

“Person” means an individual, a partnership, a corporation, a limited liability company, a limited liability partnership, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, a governmental entity or any department, agency or political subdivision thereof or other business entity.

“Proceeding”, as used in Article IV hereof, means any threatened, pending, or completed action, suit or proceeding, whether civil, derivative, criminal, administrative, or investigative, and whether formal or informal.

“Series A Liquidation Value” of any share of Series A Preferred Stock as of any particular date shall be equal to $0.888, as adjusted for any stock dividends, stock splits, combinations, reorganizations, recapitalizations, reclassifications or similar transactions affecting the number of outstanding shares of Series A Preferred Stock.

 

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“Series A-1 Liquidation Value” of any share of Series A-1 Preferred Stock as of any particular date shall be equal to $0.444, as adjusted for any stock dividends, stock splits, combinations, reorganizations, recapitalizations, reclassifications or similar transactions affecting the number of outstanding shares of Series A-1 Preferred Stock.

“Series A-2 Liquidation Value” of any share of Series A-2 Preferred Stock as of any particular date shall be equal to $1.6908, as adjusted for any stock dividends, stock splits, combinations, reorganizations, recapitalizations, reclassifications or similar transactions affecting the number of outstanding shares of Series A-2 Preferred Stock.

“Series B Liquidation Value” of any share of Series B Preferred Stock as of any particular date shall be equal to $0.94, as adjusted for any stock dividends, stock splits, combinations, reorganizations, recapitalizations, reclassifications or similar transactions affecting the number of outstanding shares of Series B Preferred Stock.

“Series B-1 Liquidation Value” of any share of Series B-1 Preferred Stock as of any particular date shall be equal to $1.10, as adjusted for any stock dividends, stock splits, combinations, reorganizations, recapitalizations, reclassifications or similar transactions affecting the number of outstanding shares of Series B-1 Preferred Stock.

“Series C Liquidation Value” of any share of Series C Preferred Stock as of any particular date shall be equal to $2.8291, as adjusted for any stock dividends, stock splits, combinations, reorganizations, recapitalizations, reclassifications or similar transactions affecting the number of outstanding shares of Series C Preferred Stock.

“Series C-1 Liquidation Value” of any share of Series C-1 Preferred Stock as of any particular date shall be equal to $1.50, as adjusted for any stock dividends, stock splits, combinations, reorganizations, recapitalizations, reclassifications or similar transactions affecting the number of outstanding shares of Series C-1 Preferred Stock.

“Series D Liquidation Value” of any share of Series D Preferred Stock as of any particular date shall be equal to $5.25, as adjusted for any stock dividends, stock splits, combinations, reorganizations, recapitalizations, reclassifications or similar transactions affecting the number of outstanding shares of Series D Preferred Stock.

“Series D-1 Liquidation Value” of any share of Series D-1 Preferred Stock as of any particular date shall be equal to $6.32, as adjusted for any stock dividends, stock splits, combinations, reorganizations, recapitalizations, reclassifications or similar transactions affecting the number of outstanding shares of Series D-1 Preferred Stock.

“Series D-2 Liquidation Value” of any share of Series D-2 Preferred Stock as of any particular date shall be equal to $6.75, as adjusted for any stock dividends, stock splits, combinations, reorganizations, recapitalizations, reclassifications or similar transactions affecting the number of outstanding shares of Series D-2 Preferred Stock.

“Subsidiary” means, with respect to any Person, a separate business entity which, (a) if a corporation, a majority of its total voting power entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees is at the time owned or

 

32


controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (b) if a limited liability company, partnership, limited liability partnership, association or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, limited liability partnership, association or other business entity if such Person or Persons shall be allocated a majority of such entity’s gains or losses or shall be or control the managing member of such limited liability company, the general partner of such partnership or limited liability partnership, association or other business entity.

[Remainder of page intentionally blank.]

 

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ARTICLE 6

AMENDMENT TO THE ARTICLES

6.1. Amendments to Articles of Incorporation. Except as otherwise provided in these Articles, as amended from time to time, the Company reserves the right to amend, alter, change, or repeal any provisions contained in these Articles in any manner now or hereafter prescribed or permitted by statute. All rights of shareholders of the Company are subject to this reservation. A shareholder of the Company does not have a vested property right resulting from any provision of these Articles.

6.2. Correction of Clerical Errors. Pursuant to RCW 23B.01.240, the Company shall have authority to correct clerical errors in any documents filed with the Secretary of State of Washington, including these Articles or any amendments hereto, without the necessity of special shareholder approval of such corrections.

 

    AVALARA, INC.
Dated: May 8, 2017     By:  

/s/ Alesia Pinney

      Alesia Pinney
      Executive Vice President,
General Counsel and Secretary

 

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CERTIFICATE ACCOMPANYING

RESTATED ARTICLES OF INCORPORATION

OF

AVALARA, INC.

The Restated Articles of Incorporation do not contain an amendment to the Articles of Incorporation.

 

    AVALARA, INC.
Dated: May 8, 2017     By:  

/s/ Alesia Pinney

      Alesia Pinney
      Executive Vice President,
General Counsel and Secretary


ARTICLES OF AMENDMENT

OF

AVALARA, INC.

Pursuant to RCW 23B.10.060, the following Articles of Amendment are executed by the undersigned, a Washington corporation:

1. The name of the corporation is Avalara, Inc. (the “Company”).

2. The Restated Fifteenth Amended and Restated Articles of Incorporation of the Company are amended as follows:

(a) Section 2.2 of Article 2 of the Restated Fifteenth Amended and Restated Articles of Incorporation of the Company is amended to add the following subsection 2.2.2:

“2.2.2 Reverse Stock Split. Upon effectiveness of these Articles of Amendment (the “Effective Time”), every 2 outstanding shares of the Company’s Common Stock shall be combined and reclassified into one share of Common Stock, par value $0.0001 per share, of the Company, thereby giving effect to a two-to-one reverse stock split (the “Reverse Split”). No fractional shares shall be issued in the Reverse Split; instead, any shareholder who would otherwise be entitled to a fractional share shall receive in lieu of such fractional share a cash payment equal to the value of such fraction (based on the per share value as determined by the Board of Directors in good faith). The total number of shares which this Company is authorized to issue and the total number shares of any class or series of shares that this Company shall have authority to issue shall not be effected by the Reverse Split and shall remain as set forth in Section 2.2.1. For the avoidance of doubt, the Reverse Split will result in appropriate increases to the applicable Conversion Price (as defined below) for each series of outstanding Series Preferred Stock (as defined below) pursuant to Section 2.3.4(d)(3), but will not result in any other adjustments to the Series Preferred Stock, including, without limitation, with respect to references to numbers of Series Preferred Stock outstanding set forth in these Amended Articles, or the Original Purchase Price or Liquidation Value for any Series Preferred Stock. Each stock certificate that immediately prior to the Effective Time represented shares of the Company’s Common Stock shall, from and after the Effective Time, be deemed exchanged for a number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been reclassified (as well as the right to receive cash in lieu of fractional shares of Common Stock after the Effective Time), without the need for surrender or exchange thereof.”


(b) Section 2.3.4(a)(1)(A) of Article 2 of the Restated Fifteenth Amended and Restated Articles of Incorporation of the Company is amended and restated to read in its entirety as follows:

“(A) Subject to compliance with the provisions in these Amended Articles, including Section 2.3.1(i) and Section 2.3.1(j) herein, immediately prior to the closing of an underwritten public offering under the Securities Act, covering the sale of Common Stock to the public that results in aggregate cash proceeds to the Company of not less than $50,000,000 (net of underwriting discounts and commissions); or”

3. The date of the adoption of the amendments by the shareholders of the Company is May 10, 2018.

4. The amendments were duly approved by the shareholders of the Company in accordance with the provisions of RCW 23B.10.030 and RCW 23B.10.040.

5. These Articles of Amendment shall be effective at 5:00 P.M., Pacific Time, on May 10, 2018.

[Signature page follows]

 

-2-


These Articles of Amendment are executed by the Company by its duly authorized officer.

DATED: May 10, 2018

 

AVALARA, INC.
By:  

/s/ Alesia Pinney

  Alesia Pinney
  Executive Vice President,
  General Counsel and Secretary

 

-3-

EX-3.2 3 d317509dex32.htm AMENDED AND RESTATED ARTICLES OF INCORPORATION OF AVALARA, INC. AMENDED AND RESTATED ARTICLES OF INCORPORATION OF AVALARA, INC.

Exhibit 3.2

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

AVALARA, INC.

ARTICLE 1. NAME

The name of this corporation is Avalara, Inc.

ARTICLE 2. SHARES

 

2.1 Authorized Capital Stock

The total number of shares which this corporation is authorized to issue is 620,000,000, consisting of two classes of shares of capital stock to be designated, respectively, “Common Stock,” and “Preferred Stock.” The total number of shares of Common Stock that this corporation shall have authority to issue is 600,000,000, each with a par value of $0.0001. The total number of shares of Preferred Stock that this corporation shall have authority to issue is 20,000,000 shares, each with a par value of $0.0001.

 

2.2 Preferred Stock

This corporation’s board of directors (the “Board of Directors”) shall have the full authority permitted by law to divide the authorized and unissued shares of Preferred Stock into series, and to provide for the issuance of such shares (in an aggregate amount not exceeding the aggregate number of shares of Preferred Stock authorized by this corporation’s articles of incorporation (as amended or restated from time to time) (the or these “Articles”)), as determined from time to time by the Board of Directors and stated, before the issuance of any shares thereof, in the resolution or resolutions providing for the issuance thereof. The Board of Directors shall have the authority to fix and determine and to amend the number of shares of any series of Preferred Stock that is wholly unissued or to be established and to fix and determine and to amend the designation, preferences, voting powers and limitations, and the relative, participating, optional or other rights, of any series of shares of Preferred Stock that is wholly unissued or to be established, including, without limiting the generality of the foregoing, the voting rights relating to shares of such series of Preferred Stock, the rate of dividend to which holders of shares of such series of Preferred Stock may be entitled, the rights of holders of shares of such series of Preferred Stock in the event of liquidation, dissolution or winding up of the affairs of this corporation, the rights of holders of shares of such series of Preferred Stock to convert or exchange shares of such series of Preferred Stock for shares of any other capital stock or for any other securities, property or assets of this corporation, and whether or not the shares of such series of Preferred Stock shall be redeemable and, if so, the term and conditions of such redemption.

Before this corporation shall initially issue shares of a series of Preferred Stock created under RCW 23B.06.020 (or any successor provision thereto) of the Washington Business Corporation Act, articles of amendment setting forth the terms of such series in a form meeting the requirements of RCW 23B.06.020 shall be filed with the Secretary of State of the State of Washington in the manner prescribed by the Washington Business Corporation Act, and shall be effective without shareholder


approval. Unless otherwise specifically provided in the resolution establishing any series of Preferred Stock, the Board of Directors shall further have the authority, after the issuance of shares of a series whose number it has designated, to amend the resolution establishing such series to decrease the number of shares of that series, but not below the number of shares of such series then outstanding.

 

2.3 Common Stock

The preferences, limitations, voting powers and relative rights of the Common Stock (subject to the preferences and rights of the Preferred Stock as determined by the Board of Directors pursuant to Section 2.2 of these Articles) are as follows:

(a) Voting Rights. Except as otherwise expressly provided in these Articles or required pursuant to RCW 23B.07.210(2), each holder of Common Stock shall be entitled to one (1) vote for each share of Common Stock held as of the applicable record date on any matter that is submitted to a vote of the shareholders of this corporation (including, without limitation, any matter voted on at a shareholders’ meeting).

(b) Dividends and Distributions. Subject to the preferences applicable to any series of Preferred Stock, if any, outstanding at any time, shares of Common Stock shall be entitled to receive dividends, if any, as may be declared from time to time by the Board of Directors out of legally available funds. Subject to the preferences applicable to any series of Preferred Stock, the shares of Common Stock are entitled to the net assets of this corporation upon dissolution in accordance with Chapter 23B.14 of the RCW.

ARTICLE 3. PREEMPTIVE RIGHTS

No preemptive rights shall exist with respect to shares of stock or securities convertible into shares of stock of this corporation, except to the extent provided by written agreement with this corporation.

ARTICLE 4. CUMULATIVE VOTING

The right to cumulate votes in the election of directors shall not exist with respect to shares of stock of this corporation.

ARTICLE 5. DIRECTORS

 

5.1 Board Size

Except as otherwise provided in these Articles, the total number of authorized directors constituting the Board of Directors shall be fixed from time to time solely by the Board of Directors pursuant to a resolution adopted by a majority of the Board of Directors.

 

5.2 Classified Board Structure

From and after the effectiveness of these Amended and Restated Articles of Incorporation (the “Effective Time”), the directors, other than any who may be elected by the holders of any series of Preferred Stock under specified circumstances, shall be divided into three (3) classes as nearly equal in size as is practicable, hereby designated Class I, Class II and Class III. The Board of Directors may assign members of the Board of Directors already in office to such classes at the time such classification becomes effective. The term of office of the initial Class I directors shall expire at

 

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the first regularly-scheduled annual meeting of the shareholders following the Effective Time, the term of office of the initial Class II directors shall expire at the second annual meeting of the shareholders following the Effective Time, and the term of office of the initial Class III directors shall expire at the third annual meeting of the shareholders following the Effective Time. At each annual meeting of shareholders, commencing with the first regularly-scheduled annual meeting of shareholders following the Effective Time, each of the persons elected as a director of the Class of directors whose term shall have expired at such annual meeting shall be elected to hold office until the third annual meeting next succeeding his or her election. Notwithstanding the foregoing provisions of this Article 5, despite the expiration of a director’s term, a director shall continue to serve until his or her successor is duly elected and qualified or until there is a decrease in the size of the Board of Directors. If the number of directors is hereafter changed, any newly created directorships or decrease in directorships shall be so apportioned among the classes as to make all classes as nearly equal in number as is practicable, provided that no decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

 

5.3 Removal

At a meeting of shareholders called expressly for that purpose, one or more directors, including the entire Board of Directors, may be removed only for cause by the holders of the shares entitled to elect the director or directors whose removal is sought if, with respect to a particular director, the number of votes cast to remove the director exceeds the number of votes cast to not remove the director.

 

5.4 Vacancies

Any vacancies on the Board of Directors resulting from death, resignation, removal or other causes and any newly created directorships resulting from any increase in the number of directors may be filled only by the Board of Directors or, if the directors in office constitute less than a quorum, by the affirmative vote of a majority of the remaining directors or the sole remaining director. The term of a director elected to fill a vacancy expires at the next election of directors by the shareholders.

ARTICLE 6. LIMITATION OF DIRECTOR LIABILITY AND INDEMNIFICATION

(a) To the full extent that the Washington Business Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors, a director of this corporation shall not be liable to this corporation or its shareholders for monetary damages for conduct as a director.

(b) This corporation shall, to the maximum extent permitted by applicable law, indemnify any individual made a party to a proceeding because that individual is or was a director of this corporation and shall advance or reimburse the reasonable expenses incurred by such individual in advance of final disposition of the proceeding, without regard to the limitations in RCW 23B.08.510 through 23B.08.550 of the Washington Business Corporation Act, or any other limitation which may hereafter be enacted to the extent such limitation may be disregarded if authorized by these Articles.

(c) Any amendments to or repeal of this Article 6 shall not adversely affect any right or protection of a director of this corporation for or with respect to any acts or omissions of such director occurring before such amendment or repeal.

 

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ARTICLE 7. SHAREHOLDER ACTIONS

Any action required or permitted to be taken at a meeting of shareholders may be taken without a meeting or a vote if the action is taken by written consent of all shareholders entitled to vote on the action.

ARTICLE 8. AUTHORITY TO AMEND ARTICLES OF INCORPORATION

This corporation reserves the right to amend or repeal any of the provisions contained in these Articles in any manner now or hereafter permitted by the Washington Business Corporation Act or by these Articles and the rights of the shareholders of this corporation are granted subject to this reservation.

 

8.1 Supermajority Voting

Except as provided in Section 8.2, the amendment or repeal of provisions in any of the following Articles or sections listed in this Section 8.1 shall require the affirmative vote of the holders of not less than two-thirds of all the votes entitled to be cast thereon by the shareholders of this corporation, voting together as a single voting group:

 

    Article 5 (“Directors”);

 

    Article 6 (“Limitation of Director Liability and Indemnification”);

 

    Sections 8.1 and 8.2 of Article 8 (“Authority to Amend Articles of Incorporation”);

 

    Article 11 (“Special Meeting of Shareholders”); and

 

    Article 12 (“Bylaws”).

 

8.2 Majority Voting

Notwithstanding the provisions of Section 8.1, an amendment or repeal of provisions in an Article or section identified in Section 8.1 that is approved by a majority of the Continuing Directors (as defined below), voting separately and as a subclass of directors, shall require the affirmative vote of the holders of not less than a majority of all the votes entitled to be cast thereon by the shareholders of this corporation, voting together as a single voting group.

As used in this Article 8, “Continuing Director” means any member of the Board of Directors who was a member of the Board of Directors as of the Effective Time or who is elected to the Board of Directors after the Effective Time upon the recommendation of a majority of the Continuing Directors.

ARTICLE 9. SHAREHOLDER VOTE REQUIRED ON CERTAIN MATTERS

With respect to any proposal or matter presented to shareholders for approval under RCW 23B.11.030, RCW 23B.12.020 or RCW 23.B.14.020, in accordance with RCW 23B.07.270, this corporation’s shareholders may approve the proposal or matter by a majority of the voting group comprising all the votes entitled to be cast on such proposal or matter. This Article 9 is intended to reduce the voting requirements otherwise prescribed by the Washington Business Corporation Act with respect to the foregoing matters.

 

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ARTICLE 10. LIMITATION OF SEPARATE CLASS VOTING TO EXTENT PERMITTED BY LAW

Except (a) to the extent otherwise expressly provided in these Articles with respect to voting or approval rights of a particular class or series of capital stock, (b) as may be fixed or determined with respect to any series of Preferred Stock, or (c) to the extent otherwise provided pursuant to RCW 23B.10.030(3) or RCW 23.B.11.030(3), the holders of each outstanding class or series of shares of this corporation shall not be entitled to vote as a separate voting group (1) on any amendment to these Articles with respect to which such class or series would otherwise be entitled under RCW 23B.10.040(1)(a), (e), or (f) to vote as a separate voting group, or (2) on any plan of merger or share exchange with respect to which such class or series would otherwise be entitled under RCW 23B.11.035 to vote as a separate voting group. 

ARTICLE 11. SPECIAL MEETING OF SHAREHOLDERS

The Chairperson of the Board of Directors, the Chief Executive Officer of this corporation, the President of this corporation or the Board of Directors may call special meetings of the shareholders. Special meetings of the shareholders may not be called by the shareholders or any other person or persons, other than as set forth in the first sentence of this Article 11.

ARTICLE 12. BYLAWS

The Bylaws of this corporation may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors, except that the Board of Directors may not amend or repeal any Bylaw that the shareholders have expressly provided, in amending or repealing the Bylaw, may not be amended or repealed by the Board of Directors. The shareholders may also alter, amend and repeal the Bylaws of this corporation or adopt new Bylaws; provided, however, that the affirmative vote of the holders of at least two-thirds of all the votes entitled to be cast by the shareholders of this corporation generally in the election of directors, voting together as a single voting group, shall be required for the shareholders of this corporation to alter, amend or repeal any provision of the Bylaws of this corporation or adopt new Bylaws.

 

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ARTICLE 13. SAVINGS CLAUSE

If any provision of these Articles is declared by a court of competent jurisdiction to be invalid, unenforceable or contrary to applicable law, the remainder of these Articles shall be enforceable in accordance with its terms.

 

Dated:                              AVALARA, INC.
    By:  

                 

     

Alesia L. Pinney

Executive Vice President, General Counsel
and Secretary

EX-3.3 4 d317509dex33.htm AMENDED AND RESTATED BYLAWS AMENDED AND RESTATED BYLAWS

Exhibit 3.3

AMENDED AND RESTATED BYLAWS

OF

AVALARA, INC.

(f/k/a ADVANTAGE SOLUTIONS, INC.)

(Incorporated Under the Laws of Washington)

(Effective May 6, 2004)

 

 

ARTICLE I

SHAREHOLDERS’ MEETINGS

1.1 Place. Shareholders’ meetings will be held at the principal office of the corporation, or at any other location within or without the State of Washington as determined by the Board of Directors and stated in the notice of meeting.

1.2 Annual Meeting. The annual meeting of the shareholders of the corporation for the election of directors to succeed those whose terms then expire and for the transaction of any other business as may properly come before the meeting will be held each year at 10:00 a.m. on the third Thursday in August of each year at the corporate offices or at such other designation as determined by the Board of Directors. Failure to hold an election of directors at the annual meeting of the shareholders, or failure to hold an annual meeting of the shareholders at the time stated in these Bylaws, through oversight or otherwise, does not affect the validity of any corporate action, and a meeting of the shareholders may be held at a later date for the election of directors and for the transaction of any other business that may properly come before the meeting. Any election held or other business transacted at a later meeting will be as valid as if done or transacted at the annual meeting of the shareholders. Any later meeting will be called in the same manner as a special meeting of the shareholders, and notice of the time, place, and purpose of the meeting will be given in the same manner as notice of a special meeting of the shareholders.

1.3 Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called at any time by the Chief Executive Officer, President, any member of the Board of Directors, or by holders of not less than 10% of all shares of stock of the corporation entitled to vote on any proposed issue to be considered at the meeting.

1.4 Notice of Meetings. Notice stating the date, time, and place of the meeting, any information required by the corporation’s Articles of Incorporation or these Bylaws, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, will be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, unless a purpose of the meeting is to act on an amendment to the Articles of Incorporation, a plan of merger or share exchange, a proposed sale of all or substantially all of the assets of the corporation, or the dissolution of the corporation, in which case notice will be delivered not less


than twenty (20) nor more than sixty (60) days before the date of the meeting. Notice of any shareholders’ meeting will be delivered by mail, personal carrier, personal delivery, telegraph, teletype, facsimile transmission (with confirmation of receipt), or any other method provided in the Washington Business corporation Act as it may from time to time be amended (RCW 23B) by or at the direction of the Chief Executive Officer, President, Secretary, or person or persons calling the meeting, to each shareholder of record entitled to vote at the meeting and to others as required by law. If mailed, the notice will be deemed to be delivered when deposited in the United States mail with postage prepaid, addressed to the shareholder at his or her address as it appears in the current records of the corporation.

1.5 Waiver of Notice. Notice of any shareholders’ meeting may be waived at any time, either before or after the meeting, if the waiver is in writing, signed by the shareholders entitled to notice, and delivered to the corporation. A shareholder’s attendance at a meeting waives objection to lack of notice or defective notice of the meeting unless the shareholder objects at the beginning of the meeting to holding the meeting or transacting business at the meeting. A shareholder waives objection to consideration of a particular matter at a meeting that is not within the purpose or purposes described in the meeting notice unless the shareholder objects to considering the matter when it is presented.

1.6 Adjourned Meetings. An adjournment or adjournments of any shareholders’ meeting may be taken until the time and place determined by those present, without new notice being given, whether by reason of the failure of a quorum to attend or otherwise. However, any meeting at which directors are to be elected will be adjourned only from day to day until the directors are elected.

1.7 Quorum of Shareholders; Attendance by Means of Communications Equipment. A majority of the votes in a voting group entitled to vote on a matter represented at a shareholders’ meeting in person or by proxy other than solely to object to the meeting or the business to be transacted, having once been in attendance at the meeting, will constitute a quorum for that voting group for action taken during the meeting on that matter. If a quorum is present, action is approved if the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action, unless the vote of a greater number is required by law, the Articles of Incorporation, or these Bylaws. Shareholders may participate in a meeting of the shareholders by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other during the meeting. Participation by such means will constitute presence in person at a meeting.

1.8 Voting of Shares. All voting at shareholders’ meetings will be by voice vote unless any qualified voter demands a vote by ballot. A shareholder may vote either in person or by proxy executed in writing by the shareholder or his or her duly authorized attorney-in-fact. No proxy will be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Unless otherwise provided in the Articles of Incorporation, each outstanding share is entitled to one vote on each matter submitted, and shareholders do not have the right to cumulate their votes with respect to the election of directors.

1.9 Action Without Meeting. Any action required or permitted to be taken at a meeting of the shareholders of the corporation may be taken without a meeting if a written

 

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consent resolution, setting forth the action taken, is signed by all shareholders entitled to vote on the action and is delivered to the corporation. Fewer than all shareholders entitled to vote may take any action permitted by law without a meeting or vote in accordance with RCW 23B.07.040 if it is permitted by the corporation’s Articles of Incorporation.

ARTICLE II

BOARD OF DIRECTORS

2.1 Number and Qualifications. All corporate powers shall be exercised by, or under the authority of, and the business and affairs of the corporation will be managed by a Board of Directors, the members of which need not be shareholders of the corporation or residents of the State of Washington. The Board shall consist of at least one (1) director, with the exact number of directors to be determined and set by resolution of the Board of Directors.

2.2 Election - Term of Office. The directors will be elected by the shareholders at each annual shareholders’ meeting, to hold office until the next annual shareholders’ meeting and until their respective successors are elected and qualified. The Board of Directors, in its discretion, may also elect a Chairperson of the Board from among the members of the Board. The Chairperson of the Board, if any, will preside at all meetings of the Board of Directors and of the shareholders at which he or she is present and will perform any other duties assigned to that office by the Board of Directors from time to time.

2.3 Vacancies. Except as otherwise provided by law, all vacancies in the Board of Directors, whether caused by resignation, death, or otherwise, may be filled by the affirmative vote of a majority of the remaining directors in office even if less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office until the next shareholders’ meeting at which directors are elected and until his or her successor is elected and qualified. Any directorship to be filled by reason of an increase in the number of directors may be filled by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders and until his or her successor is elected and qualified.

2.4 Annual Meeting. The first meeting of each newly elected Board of Directors will be the annual meeting of the Board of Directors and will be held immediately after and at the same place as the annual shareholders’ meeting or any later shareholders’ meeting at which a Board of Directors is elected.

2.5 Regular Meetings. Regular meetings of the Board of Directors will be held on the dates and at the times and places decided by resolution of the Board of Directors.

2.6 Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chief Executive Officer, President or director of the corporation in the manner and with the notice provided in Section 2.7 of these Bylaws.

2.7 Notice of Meetings. Notice of the annual or regular meetings of the Board of Directors is not required. Notice of the date, time, and place of special meetings of the Board of Directors must be given, by or at the direction of the Chairperson of the Board, the CEO, the President, the Secretary, or any person or persons calling the meeting, by mail, facsimile, telegram, or personal communication over the telephone or otherwise, at least two (2) days prior

 

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to the day on which the meeting is to be held. No notice need be given if the time and place of the meeting has been fixed by resolution of the Board of Directors and a copy of the resolution has been mailed to every director at least three (3) days before the meeting.

2.8 Waiver of Notice. Notice of any meeting of the Board of Directors may be waived at any time, either before or after a meeting, if the waiver is in writing, signed by the director entitled to notice, and delivered to the corporation. Notice is waived by any director attending or participating in a meeting unless the director, at the beginning of the meeting or promptly on the director’s arrival, objects to holding the meeting or transacting business at the meeting and does not vote for or assent to any action taken at the meeting.

2.9 Quorum of Directors; Attendance by Means of Communications Equipment. A majority of the number of directors fixed in accordance with the Articles of Incorporation or these Bylaws from time to time will constitute a quorum for the transaction of business. The act of a majority of the directors present at a meeting at which a quorum is present will be the act of the Board of Directors. Members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting of the Board or committee by means of a conference telephone or similar communication equipment by which all persons participating in the meeting can hear each other at the meeting. Participation by such means will constitute presence in person at a meeting.

2.10 Dissent by Directors. A director of the corporation who is present at a meeting of its Board of Directors at which action on any corporate matter is taken will be presumed to have assented to the action unless (a) the director objects at the beginning of the meeting, or promptly on his or her arrival, to holding the meeting or transacting business at the meeting; (b) the director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) the director delivers written notice of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation within a reasonable time after adjournment. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

2.11 Action Without Meeting. Any action which may be or is required to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of a committee designated by the Board of Directors, may be taken without a meeting if a written consent resolution, setting forth the action taken, is signed by all of the directors or all of the members of the committee, as the case may be, and is delivered to the corporation. The fully signed consent resolution will have the same force and effect as a unanimous vote. Action taken under this Section 2.11 shall be effective when the last director signs the consent, unless the consent specifies a later date.

2.12 Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee or one or more other committees. Each must consist of two (2) or more members, who shall serve at the pleasure of the Board of Directors. The committees will be governed by the same rules regarding meetings, actions without meetings, notices, waivers of notice, and quorum and voting requirements applied to the Board of Directors. To the extent provided in the resolution forming the committee, each committee will have and may exercise all the authority of the Board of Directors, except that no committee will have the authority to:

2.12.1 Authorize or approve a distribution except according to a general formula or method prescribed by the Board of Directors;

 

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2.12.2 Approve or propose to shareholders action required to be approved by shareholders;

2.12.3 Fill vacancies on the Board of Directors or on any of its committees;

2.12.4 Amend the Articles of Incorporation of the corporation;

2.12.5 Adopt, amend, or repeal these Bylaws of the corporation;

2.12.6 Approve a plan of merger not requiring shareholder approval; or

2.12.7 Authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except as authorized by the Board of Directors within limits specifically prescribed by the Board.

The creation of, delegation of authority to, or action by such a committee of the Board will not operate to relieve the Board of Directors, or any of its members, of any responsibility imposed by law.

ARTICLE III

OFFICERS

3.1 Officers Enumerated – Appointment. The officers of the corporation may include a Chief Executive Officer, President, Secretary, and Treasurer and may include one or more Vice Presidents, as well as any assistants to the officers as the Board of Directors may determine. All officers will be appointed by the Board of Directors at its annual meeting to hold office until their successors are elected and qualified.

3.2 Qualifications. None of the officers of the corporation need be a director. The same person may hold any two or more offices.

3.3 Chief Executive Officer. The Chief Executive Officer will oversee the operations of the corporation. Subject to the authority of the Board of Directors, the Chief Executive Officer will have general charge, supervision, and control over the business and affairs of the corporation and will be responsible for its management. If no Chairman of the Board is elected, or in the absence of the Chairman or Vice Chairman, if any, of the Board, the Chief Executive Officer will preside at all meetings of the shareholders, and of the Board of Directors if he or she is a member of the Board. Any shares of stock of another corporation held by the corporation will be voted by the Chief Executive Officer, subject to direction from the Board of Directors. The Chief Executive Officer will perform any other duties assigned to that office from time to time by the Board of Directors.

 

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3.4 President. If no Chief Executive Officer is appointed, the President will act as the chief executive officer of the corporation, will have responsibility for the general management of the business of the corporation, and will perform those duties set forth in Section 3.3 of these Bylaws. If the Chief Executive Officer is absent or disabled, the President will have and may exercise and perform the authority and duties of the Chief Executive Officer. If the Board of Directors has appointed a Chief Executive Officer, the President shall manage the day-to-day operations of the corporation as well as perform any other duties assigned to that office from time to time by the Board of Directors or Chief Executive Officer.

3.5 Vice Presidents; Chief Operating Officer. If the Chief Executive Officer and President are absent or disabled, the Vice Presidents, if any, in the order designated by the Board of Directors, will have and may exercise and perform the authority and duties of Chief Executive Officer and the President. In addition, the Vice President will perform any other duties assigned to that office by the Board of Directors, Chief Executive Officer or President from time to time. Each Vice President will have the title, seniority, and duties established for him or her by the Board of Directors. The Chief Operating Officer shall be a Vice President.

3.6 Secretary. The Secretary will prepare and keep minutes of meetings of shareholders and directors, will be responsible for authenticating records of the corporation, and will exercise the usual authority pertaining to the office of Secretary. The Secretary will keep the stock book of the corporation, a record of certificates representing shares of stock issued by the corporation, and a record of transfers of certificates. The Secretary will keep and, when proper, affix the seal of the corporation, if any, and will perform any other duties assigned to that office by the Board of Directors, Chief Executive Officer or President from time to time.

3.7 Treasurer. The Treasurer will have charge and custody of and be responsible for all funds and securities of the corporation. The Treasurer will deposit all such funds in the name of the corporation in the depositories or invest them in the investments designated or approved by the Board of Directors, and will authorize disbursement of the funds of the corporation in payment of just demands against the corporation or as may be ordered by the Board of Directors on securing proper vouchers. The Treasurer will render to the Board of Directors from time to time, as may be required, an account of all transactions as Treasurer, and will perform any other duties assigned to that office from time to time by the Board of Directors, Chief Executive Officer or President.

3.8 Other Officers and Agents. The Board of Directors may appoint other officers and agents, as it deems necessary or expedient. Such other officers will hold their offices for terms as provided in Subsection 3.1 above, and such other agents will hold their positions for the periods determined from time to time by the Board of Directors. These other officers and agents will exercise the authority and perform the duties prescribed for them by the Board of Directors, which authority and duties may include, in the case of the other officers, one or more of the duties of the named officers of the corporation.

3.9 Removal of Officers. Any officer or agent may be removed by the Board of Directors, with or without cause, whenever in its judgment the best interests of the corporation will be served by doing so. Removal will be without prejudice to the contract rights, if any, of the person removed. Appointment of an officer or agent will not of itself create contract rights.

 

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3.10 Vacancies. Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting.

3.11 Salaries. Salaries of all officers and agents of the corporation appointed by the Board of Directors will be fixed by the Board of Directors.

ARTICLE IV

BUSINESS OF THE CORPORATION

4.1 Obligations. The Chief Executive Officer, President (or the Vice Presidents in their absence or disability) will have responsibility for and authority to carry out the normal and regular business affairs of the corporation. Any agreements or other documents requiring Board approval will be valid if approved by the Board and signed by the Chief Executive Officer, President, or Vice President.

4.2 Contracts. The Board of Directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. This authority may be general or confined to specific instances.

4.3 Loans to Corporation. No loans will be contracted on behalf of the corporation, and no evidence of indebtedness will be issued in its name, unless authorized by the Board of Directors. This authority may be general or confined to specific instances.

4.4 Checks and Drafts. All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the corporation will be signed by the officer(s) or agent(s) of the corporation and in the manner prescribed from time to time by the Board of Directors.

ARTICLE V

INDEMNIFICATION

The corporation may provide indemnification consistent with its Articles of Incorporation and applicable state laws.

ARTICLE VI

STOCK

6.1 Certificate of Stock. Certificates of stock will be issued in numerical order. Each shareholder will be entitled to a certificate signed, either manually or in facsimile, by any two officers of the corporation, one of which must be the Chief Executive Officer, President, or Vice President. The certificate may be sealed with the corporate seal. Every certificate of stock will state:

6.1.1 The name of the corporation and the fact that the corporation is incorporated under the laws of the State of Washington;

6.1.2 The name of the registered holder of the shares represented by the certificate; and

6.1.3 The number and class of the shares and the designation of the series, if any, represented by the certificate.

 

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6.2 Legend on Certificates of Stock. The corporation will cause the certificates of stock of the corporation to be endorsed with the legends similar to the following legend(s) prior to their issuance:

“The shares evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), or applicable state law, and no interest therein may be sold, distributed, assigned, offered, pledged or otherwise transferred unless (i) there is an effective registration statement under the Act and applicable state securities laws covering any such transaction involving said securities, (ii) the corporation receives an opinion of legal counsel for the holder of these securities satisfactory to the corporation stating that such transaction is exempt from registration; or (iii) the corporation otherwise satisfies itself that such transaction is exempt from registration.”

The sale, assignment, pledge, transfer, conveyance, or other disposition of the stock represented by this certificate is restricted by a Shareholder Agreement dated May     , 2004, which agreement is available for inspection at the office of the corporation.”

6.3 Transfer. Shares of stock may be transferred by delivery of the certificate, accompanied by either an assignment in writing on the back of the certificate or a separate written assignment and power of attorney to transfer the same, which in either event is signed by the record holder of the certificate. No transfer will be valid, except as between the parties to the transfer, until the transfer is made on the books of the corporation. Except as otherwise specifically provided in these Bylaws, no shares of stock will be transferred on the books of the corporation until the outstanding certificate or certificates representing the transferred stock have been surrendered to the corporation or to its transfer agent or registrar.

6.4 Shareholders of Record. The corporation will be entitled to treat the holder of record on the books of the corporation of any share or shares of stock as the holder in fact of those shares for all purposes, including the payment of dividends on and the right to vote the stock, unless provided otherwise by the Board of Directors.

6.5 Loss or Destruction of Certificates. If any certificate of stock is lost or destroyed, another may be issued in its place on proof of loss or destruction and on the giving of a satisfactory bond of indemnity to the corporation. A new certificate may be issued without requiring any bond when, in the judgment of the Board of Directors, it is proper to do so.

6.6 Record Date and Transfer Books. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders

 

8


for any other proper purpose, the Board of Directors will make in advance a record date for any such determination of shareholders. The record date in any case will not be more than seventy (70) days and, in the case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action requiring the determination of shareholders is to be taken. If no record date is fixed for these purposes, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring the dividend is adopted, as the case may be, will be the record date for the determination of shareholders.

6.7 Regulations. The Board of Directors will have the power and authority to make all rules and regulations it deems expedient concerning the issue, transfer, conversion, and registration of certificates for shares of stock of the corporation not inconsistent with these Bylaws, the Articles of Incorporation, or the laws of the United States or the State of Washington.

ARTICLE VII

BOOKS AND RECORDS

7.1 Records of Corporate Meetings and Share Register. The corporation will keep at either its principal place of business, its registered office, or another place permitted by law, as the Board of Directors may designate, (a) complete books and records of account and complete minutes or records of all of the proceedings of the Board of Directors, director committees, and shareholders, and (b) a record of shareholders, giving the names of the shareholders in alphabetical order by class of shares and showing their respective addresses and the number and class of shares held by each.

7.2 Reliance on Records. Any person dealing with the corporation may rely on a copy of any of the records of the proceedings, resolutions, or votes of the Board of Directors, director committees, or shareholders when certified by the Chief Executive Officer, President, Vice President, or Secretary.

ARTICLE VIII

CORPORATE SEAL

The corporation may adopt, but will not be required to adopt, a corporate seal. If a seal is adopted, it will consist of a flat-faced circular die producing words, letters, and figures in raised form, which will state the name of the corporation, the year of its incorporation, and the words “corporate seal.”

ARTICLE IX

AMENDMENTS

9.1 By the Shareholders. These Bylaws may be amended, altered, or repealed at any regular or special meeting of the shareholders if notice of the proposed alteration or amendment is contained in the notice of the meeting.

9.2 By the Board of Directors. The Bylaws may be amended, altered, or repealed by the affirmative vote of a majority of the whole Board of Directors at any regular or special meeting of the Board, if notice of the proposed alteration or amendment is contained in the

 

9


notice of the meeting; provided, however, the Board of Directors shall not amend, alter, or repeal any Bylaw in such manner as to affect the qualifications, classifications, term of office or compensation of the directors in any way. Any action of the Board of Directors with respect to the amendment, alteration or repeal of these Bylaws is made expressly subject to change or repeal by the shareholders.

ARTICLE X

FISCAL YEAR

The fiscal year of the corporation will be as determined by resolution of the Board of Directors at the Corporation’s organizational meeting and from time to time thereafter. Absent Board approval, the fiscal year of the Corporation shall be the calendar year.

 

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AVALARA, INC.

(f/k/a ADVANTAGE SOLUTIONS, INC.)

AMENDMENTS TO AMENDED AND RESTATED BYLAWS

 

Article

  

Effect of Amendment

  

Date of

Amendment

II, Sec. 2.1    Board of Directors determines that the number of directors comprising the Board shall be five (5)    November 30, 2005
II, Sec. 2.1    Board of Directors determines that the number of directors comprising the Board shall be seven (7)    January 18, 2008
II, Sec. 2.1    Board of Directors determines that the number of directors comprising the Board shall be nine (9)    May 14, 2010
II, Sec. 2.1    Board of Directors determines that the number of directors comprising the Board shall be ten (10)    November 6, 2014

 

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EX-3.4 5 d317509dex34.htm AMENDED AND RESTATED BYLAWS OF AVALARA, INC AMENDED AND RESTATED BYLAWS OF AVALARA, INC

Exhibit 3.4

AMENDED AND RESTATED BYLAWS

OF

AVALARA, INC.

Originally adopted on            , 2018, effective             , 2018

Amendments, updates and changes are listed on page i.


AVALARA, INC.

AMENDMENTS, UPDATES, AND CHANGES

 

Date

  

Action Taken

 

-i-


CONTENTS

 

SECTION 1. DEFINITIONS

     1  

SECTION 2. SHAREHOLDERS

     1  

2.1

    Annual Meetings      1  

2.2

    Special Meetings      2  

2.3

    Meetings by Communications Equipment      2  

2.4

    Date, Time and Place of Meetings      2  

2.5

    Notice to Shareholders      2  
    2.5.1      Type of Notice      2  
    2.5.2      Effectiveness of Notice      3  
    2.5.3      Notice of Meetings      3  
    2.5.4      Waiver of Notice      4  

2.6

    Notice of Nominations and Shareholder Business      4  
    2.6.1      Annual Meetings      4  
    2.6.2      Special Meetings      7  
    2.6.3      General      7  
    2.6.4      Notice or Request to Corporation      8  

2.7

   

Fixing of Record Date for Determining Shareholders Entitled to Notice of or to Vote at a Meeting or to Receive

Payment of a Dividend

     8  
    2.7.1      Record Date for Meeting of Shareholders      8  
    2.7.2      Record Date to Receive Payment of Dividend or Distribution      8  

2.8

    Voting Record      8  

2.9

    Quorum      9  

2.10

    Manner of Acting      9  
    2.10.1      Matters Other Than the Election of Directors      9  
    2.10.2      Election of Directors      9  

2.11

    Proxies      9  
    2.11.1      Written Authorization      9  
    2.11.2      Recorded Telephone Call, Voice Mail or Other Electronic Transmission      9  
    2.11.3      Effectiveness of Appointment of Proxy      10  
    2.11.4      Revocability of Proxy      10  
    2.11.5      Death or Incapacity of Shareholder Appointing a Proxy      10  
    2.11.6      Acceptance of Proxy’s Vote or Action      10  
    2.11.7      Meaning of Sign or Signature      10  

 


2.12

  Voting of Shares      11  

2.13

  Voting for Directors      11  

2.14

  Action by Shareholders Without a Meeting      11  
  2.14.1    Unanimous Written Consent      11  
  2.14.2    General Provisions      11  

2.15

  Inspectors of Election      12  
  2.15.1    Appointment      12  
  2.15.2    Duties      12  

SECTION 3. BOARD OF DIRECTORS

     12  

3.1

  General Powers      12  

3.2

  Number and Tenure      13  

3.3

  Regular Meetings      13  

3.4

  Special Meetings      13  

3.5

  Meetings by Communications Equipment      13  

3.6

  Notice of Special Meetings      13  
  3.6.1    Number of Days’ Notice      13  
  3.6.2    Type of Notice      13  
  3.6.3    Effectiveness of Written Notice      14  
  3.6.4    Effectiveness of Oral Notice      15  

3.7

  Waiver of Notice      15  
  3.7.1    Waiver by Delivery of a Record      15  
  3.7.2    Waiver by Attendance      15  

3.8

  Quorum      15  
  3.8.1    Board      15  
  3.8.2    Committees      15  

3.9

  Manner of Acting      16  

3.10

  Presumption of Assent      16  

3.11

  Action by Board or Committees Without a Meeting      16  

3.12

  Resignation of Directors and Committee Members      16  

3.13

  Removal of Directors and Committee Members      16  
  3.13.1    Removal of Directors      16  
  3.13.2    Removal of Committee Members      17  

3.14

  Vacancies      17  

3.15

  Executive and Other Committees      17  
  3.15.1    Creation of Committees      17  

 

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  3.15.2    Authority of Committees      17  
  3.15.3    Minutes of Meetings      17  

3.16

  Compensation of Directors and Committee Members      17  

SECTION 4. OFFICERS

     18  

4.1

  Appointment and Term      18  

4.2

  Resignation of Officers      18  

4.3

  Removal of Officers      18  

4.4

  Contract Rights of Officers      18  

4.5

  Chairperson of the Board      18  

4.6

  Chief Executive Officer      18  

4.7

  President      19  

4.8

  Vice President      19  

4.9

  Secretary      19  

4.10

  Treasurer      19  

4.11

  Salaries      20  

SECTION 5. CERTIFICATES FOR SHARES AND THEIR TRANSFER

     20  

5.1

  Issuance of Shares      20  

5.2

  Certificates for Shares      20  

5.3

  Issuance of Shares Without Certificates      20  

5.4

  Stock Records      20  

5.5

  Restriction on Transfer      20  

5.6

  Transfer of Shares      21  

5.7

  Lost, Destroyed or Damaged Certificates      21  

SECTION 6. INDEMNIFICATION

     21  

6.1

  Right to Indemnification      21  

6.2

  Restrictions on Indemnification      22  

6.3

  Advancement of Expenses      22  

6.4

  Right of Indemnitee to Bring Suit      22  

6.5

  Procedures Exclusive      22  

6.6

  Nonexclusivity of Rights      22  

6.7

  Insurance, Contracts and Funding      23  

6.8

  Indemnification of Employees and Agents of the Corporation      23  

6.9

  Persons Serving Other Entities      23  

 

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SECTION 7. GENERAL MATTERS

     23  

7.1

  Accounting Year      23  

7.2

  Amendment or Repeal of Bylaws      23  

7.3

  Books and Records      24  

7.4

  Contracts, Loans, Checks and Deposits      24  
  7.4.1    Contracts      24  
  7.4.2    Loans to the Corporation      24  
  7.4.3    Checks, Drafts, etc.      25  
  7.4.4    Deposits      25  

7.5

  Corporate Seal      25  

 

 

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AMENDED AND RESTATED BYLAWS

OF

AVALARA, INC.

SECTION 1. DEFINITIONS

As used in these Bylaws, the following terms shall have the following meanings:

Articles of Incorporation” means the corporation’s Articles of Incorporation and all amendments as filed with the Washington Secretary of State.

Board” means the Board of Directors of the corporation.

Electronic transmission” means an electronic communication not directly involving the physical transfer of a record in a tangible medium that may be retained, retrieved and reviewed by the sender and the recipient and that may be directly reproduced in a tangible medium by the sender and recipient.

Execute,” “executes” or “executed” means signed with respect to a written record or electronically transmitted along with sufficient information to determine the sender’s identity with respect to an electronic transmission.

RCW” means the Revised Code of Washington and “RCW 23B” means Title 23B of the Revised Code of Washington (also known as the Washington Business Corporation Act).

Record” means information inscribed on a tangible medium or contained in an electronic transmission.

Tangible medium” means a writing, copy of a writing or facsimile, or a physical reproduction, each on paper or on other tangible material.

Washington Business Corporation Act” means the Washington Business Corporation Act, as it exists now or may be amended.

Writing” or “written” means embodied in a tangible medium and excludes an electronic transmission.

SECTION 2. SHAREHOLDERS

2.1 Annual Meetings

The annual meeting of shareholders shall be held at such place and time and on such date as determined by the Board for the purpose of electing directors and transacting such other business as may properly come before the meeting.


2.2 Special Meetings

A special meeting of shareholders may be called at any time by the Board, or by any of the following persons: the Chairperson of the Board, the Chief Executive Officer or the President. A special meeting of shareholders may not be called by the shareholders or any other person or persons, other than as set forth in this Section 2.2.

2.3 Meetings by Communications Equipment

Shareholders may participate in any meeting of the shareholders by any means of communication by which all persons participating in the meeting can hear each other during the meeting, and participation in this manner shall constitute presence in person at a meeting.

2.4 Date, Time and Place of Meetings

Except as otherwise provided in these Bylaws, all meetings of shareholders, including those held pursuant to request by shareholders as provided herein, shall be held on a date and at a time and place, within or without the State of Washington, designated by or at the direction of the Board.

2.5 Notice to Shareholders

Any notice to shareholders required or permitted under these Bylaws, the Articles of Incorporation or the Washington Business Corporation Act shall be provided in accordance with this Section 2.5.

2.5.1 Type of Notice

(a) Notice Provided in a Tangible Medium. Notice may be provided in a tangible medium and may be transmitted by mail, private carrier, personal delivery, telegraph, teletype, telephone or wire or wireless equipment that transmits a facsimile of the notice.

(b) Notice Provided in an Electronic Transmission. Notice may be provided in an electronic transmission and be electronically transmitted.

(1) Consent to Receive Notice by Electronic Transmission. Notice to shareholders in an electronic transmission is effective only with respect to shareholders that have consented, in the form of a record, to receive electronically transmitted notices and designated in the consent the address, location or system to which these notices may be electronically transmitted. Notice provided in an electronic transmission includes material required or permitted to accompany the notice by the Washington Business Corporation Act or other applicable statute or regulation.

(2) Revocation of Consent to Receive Notice by Electronic Transmission. A shareholder that has consented to receipt of electronically transmitted notices may revoke the consent by delivering a revocation to the corporation in the form of a record. The consent of a shareholder to receive notice by electronic transmission is revoked if the corporation is unable to electronically transmit two consecutive notices given by the corporation in accordance with the consent, and this inability becomes known to the Secretary, the transfer agent or any other person responsible for giving the notice. The inadvertent failure by the corporation to treat this inability as a revocation does not invalidate any meeting or other action.

 

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(3) Posting Notice on an Electronic Network. Notice to shareholders that have consented to receipt of electronically transmitted notices may be provided by posting the notice on an electronic network and delivering to the shareholder a separate record of the posting, together with comprehensible instructions regarding how to obtain access to the posting on the electronic network.

2.5.2 Effectiveness of Notice

(a) Notice by Mail. Notice given by mail is effective when deposited in the United States mail, first-class postage prepaid, properly addressed to the shareholder at the shareholder’s address as it appears in the corporation’s current record of shareholders.

(b) Notice by Telegraph, Teletype or Facsimile Equipment. Notice given by telegraph, teletype or facsimile equipment that transmits a facsimile of the notice is effective when dispatched to the shareholder’s address, telephone number or other number appearing on the records of the corporation.

(c) Notice by Air Courier. Notice given by air courier is effective when dispatched, if prepaid and properly addressed to the shareholder at the shareholder’s address as it appears in the corporation’s current record of shareholders.

(d) Notice by Ground Courier or Other Personal Delivery. Notice given by ground courier or other personal delivery is effective when received by a shareholder.

(e) Notice by Electronic Transmission. Notice provided in an electronic transmission, if in comprehensible form, is effective when it (i) is electronically transmitted to an address, location or system designated by the recipient for that purpose or (ii) has been posted on an electronic network and a separate record of the posting has been delivered to the recipient together with comprehensible instructions regarding how to obtain access to the posting on the electronic network.

(f) Notice by Publication. Notice given by publication is effective five days after first publication.

2.5.3 Notice of Meetings

Notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be provided in the form of a record by or at the direction of the Board, the Chairperson of the Board, the President or the Secretary to each shareholder entitled to notice of or to vote at the meeting, as provided below.

2.5.3.1 Number of Days’ Notice

(a) Normal Business. Except as provided in Section 2.5.3.1(b), notice of the meeting shall be provided not less than 10 or more than 60 days before the meeting.

(b) Amendment to Articles of Incorporation; Merger or Share Exchange; Sale of Assets or Dissolution. Notice of a meeting held for the purpose of considering an amendment to the Articles of Incorporation, a plan of merger or share exchange, the sale, lease, exchange or other disposition of all or substantially all of the corporation’s assets other than in the regular course of business or the dissolution of the corporation shall be provided not less than 20 or more than 60 days before the meeting.

 

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2.5.3.2 Adjourned Meetings

If an annual or special meeting of shareholders is adjourned to a different date, time or place, no notice of the new date, time or place is required if this information is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed, notice of the adjourned meeting must be provided to shareholders entitled to notice of or to vote as of the new record date.

2.5.4 Waiver of Notice

2.5.4.1 Waiver by Delivery of a Record

A shareholder may waive any notice required by these Bylaws, the Articles of Incorporation or the Washington Business Corporation Act before or after the date and time of the meeting that is the subject of the notice. The waiver must be (a) delivered by the shareholder entitled to notice to the corporation for inclusion in the minutes or filing with the corporate records, and (b) set forth either in an executed and dated written record or, if the corporation has designated an address, location or system to which the waiver may be electronically transmitted and the waiver is electronically transmitted to the designated address, location or system, in an executed and dated electronically transmitted record.

2.5.4.2 Waiver by Attendance

Notice of the time, place and purpose of any meeting will be waived by any shareholder by attendance in person or by proxy, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.

2.5.4.3 Waiver of Objection

A shareholder waives objection to consideration of a particular matter at a meeting that is not within the purpose or purposes described in the notice of the meeting unless the shareholder objects to considering the matter when it is presented.

2.6 Notice of Nominations and Shareholder Business

2.6.1 Annual Meetings

(a) Nominations of persons for election to the Board or the proposal of other business to be transacted by the shareholders at an annual meeting of shareholders may be made only (i) pursuant to the corporation’s notice of meeting (or any supplement thereto), (ii) by or at the direction of the Board or any authorized committee thereof or (iii) by any shareholder of the corporation who is a shareholder of record both at the time the notice required by Section 2.6.1(b) is delivered to the Secretary and at the time of the annual meeting, who is entitled to vote at the meeting and who complies with the procedures set forth in this Section 2.6.1. Except for proposals properly made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations, the “Exchange Act”), and included in the corporation’s notice of meeting, the foregoing clause (iii) shall be the exclusive means for a shareholder to propose business to be brought before an annual meeting of shareholders.

(b) For nominations or other business to be properly brought before an annual meeting of shareholders by a shareholder pursuant to Section 2.6.1(a)(iii), the shareholder must have delivered timely notice thereof, in accordance with Section 2.6.4, to the Secretary and any such proposed business (other than the nominations of persons for election to the Board) must constitute a proper matter for shareholder

 

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action. Without qualification, to be timely, a shareholder’s notice must be delivered to and received by the Secretary not less than 90 days or more than 120 days prior to the first anniversary of the preceding year’s annual meeting of shareholders; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting is advanced more than 30 days prior to such anniversary date or delayed more than 70 days after such anniversary date, then to be timely such notice must be delivered to and received by the Secretary no earlier than 120 days prior to such annual meeting and no later than the later of 70 days prior to the date of the meeting or the 10th day following the day on which a Public Announcement of the date of the meeting was first made. In no event shall the Public Announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above. “Public Announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(c) A shareholder’s notice to the Secretary shall set forth

(i) as to each person (a “nominee”) whom the shareholder proposes to nominate for election or re-election as a director: (A) the name, age, business address and residence address of the nominee, (B) the principal occupation or employment of the nominee, (C) the class and number of shares of the corporation that are held of record or are beneficially owned by the nominee and any derivatives positions held or beneficially held by the nominee, (D) a description of any agreement, arrangement or understanding (including, regardless of the form of settlement, any derivative, long or short positions, profit interests, forwards, futures, swaps, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions and borrowed or loaned shares) that has been entered into by or on behalf of, or any other agreement, arrangement or understanding that has been made, the effect or intent of which is to create or mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, any such nominee with respect to the corporation’s securities (any such agreement, arrangement or understanding, a “Derivative Instrument”), (E) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among the shareholder and any Shareholder Associated Person (as defined below), on the one hand, and each nominee, and each nominee’s respective affiliates or persons acting in concert, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 of Regulation S-K if the shareholder making the nomination and any affiliate or person acting in concert with such shareholder or such nominee were the “registrant” for purposes of Item 404 and the nominee were a director or executive officer of such registrant, and (F) any other information relating to the nominee that would be required to be disclosed about such nominee if proxies were being solicited for the election or re-election of the nominee as a director, or that is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including, without limitation, the nominee’s written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected or re-elected, as the case may be);

(ii) as to any other business that the shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend these Bylaws, the text of the proposed amendment), the reasons for conducting such business and any material interest in such business of such shareholder and the Shareholder Associated Person (as defined below), if any, on whose behalf the proposal is made; and

 

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(iii) as to the shareholder giving the notice and the Shareholder Associated Person, if any, on whose behalf the proposal or nomination is made: (A) the name and address, as they appear on the corporation’s books, of the shareholder proposing such business and any Shareholder Associated Person, (B) the class and number of shares of the corporation that are held of record or are beneficially owned by the shareholder or any Shareholder Associated Person and any derivative positions held or beneficially held by the shareholder or any Shareholder Associated Person, (C) a description of any Derivative Instrument that has been entered into by or on behalf of such shareholder or any such Shareholder Associated Person with respect to the corporation’s securities, (D) a description of any agreement, arrangement or understanding with respect to the nomination or other business between or among such shareholder or any Shareholder Associated Person, on the one hand, and any other person acting in concert with any of them, on the other hand, including without limitation any agreements that would be required to be disclosed pursuant to Item 5 or Item 6 of Schedule 13D of the Exchange Act (regardless of whether the requirement to file a Schedule 13D is applicable), (E) a description of the terms of and number of shares subject to any short interest in any security of the corporation in which the shareholder or any Shareholder Associated Person has an interest (for purposes of these Bylaws a person shall have a short interest in a security if such person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (F) a description of any proportionate interest in shares of the corporation or any Derivative Instrument held, directly or indirectly, by a general or limited partnership or limited liability company or similar entity in which the shareholder or any Shareholder Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, is the manager, managing member or directly or indirectly beneficially owns an interest in the manager or managing member, (G) a description of the terms of and number of shares subject to any performance-related fees (other than an asset-based fee) that the shareholder or any Shareholder Associated Person is entitled to based on any increase or decrease in the value of shares of the corporation or Derivative Instruments, if any, (H) a description of the terms of and number of shares subject to any arrangements, rights or other interests described in Section 2.6.1(c)(iii)(C)-(G) held by members of such shareholder’s or Shareholder Associated Person’s immediate family sharing the same household, (I) any other information relating to the shareholder or any Shareholder Associated Person or any person who would be considered a participant in a solicitation with such shareholder or Shareholder Associated Person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal or the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations thereunder, (J) a representation that the shareholder is a holder of record of the stock of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to present such business or nomination and to vote or cause to be voted its stock at the meeting, and (K) a statement whether either such shareholder or any Shareholder Associated Person will deliver a proxy statement and form of proxy to holders of at least the percentage of the votes entitled to be cast on the proposal or nomination required under applicable law to carry the proposal or to elect the director.

In addition, to be in proper form under this Section 2.6.1, a shareholder’s notice to the Secretary must be supplemented not later than 10 days following the record date for notice of the meeting to disclose the information contained in Sections 2.6.1(c)(i)(C)-(F) and 2.6.1(c)(iii)(B) and (C) as of the record date for notice of the meeting.

(iv) For purposes of this Section 2.6, the term “Shareholder Associated Person” of any shareholder shall mean (A) any person controlling, directly or indirectly, or acting in concert with, such shareholder, (B) any beneficial owner of shares of stock of the corporation owned of record or beneficially by such shareholder and on whose behalf the proposal or nomination, as the case may be, is being made, and (C) any person controlling, controlled by or under common control with such Shareholder Associated Person.

 

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2.6.2 Special Meetings

Only such business shall be conducted at a special meeting of shareholders as shall have been specified in the corporation’s notice of meeting. Nominations of persons for election to the Board may be made at a special meeting of shareholders (a) by or at the direction of the Board or any authorized committee thereof or (b) provided that the Board has determined that directors shall be elected at such special meeting, by any shareholder of the corporation who is a shareholder of record both at the time the notice required by Section 2.6.1 is delivered to and received by the Secretary and at the time of the special meeting, who is entitled to vote at the special meeting and in such election of directors, and who complies with the notice procedures set forth in Section 2.6.1 as to such nomination. In the event the corporation calls a special meeting for the purpose of electing one or more directors to the Board, any such shareholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as are specified in the corporation’s notice of meeting, if the shareholder’s notice required by Section 2.6.1 is delivered to and received by the Secretary no earlier than the close of business on the 120th day prior to such special meeting and no later than the close of business on the later of the 90th day prior to such special meeting and the 10th day following the day on which a Public Announcement of the date of the special meeting was first made and of the nominees proposed by the Board to be elected at such special meeting. In no event shall the Public Announcement of an adjournment or postponement of a special meeting as to which notice has been sent to shareholders commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above.

2.6.3 General

(a) Only such persons who are nominated in accordance with the procedures set forth in this Section 2.6 shall be eligible to serve as directors and only such business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 2.6. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, the chairperson of the meeting shall have the power and duty (i) to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 2.6 (including whether the shareholder or beneficial owner, if any, on whose behalf the nomination or proposal is made solicited (or is part of a group that solicited) or did not so solicit, as the case may be, proxies in support of such shareholder’s nominee or proposal in compliance with such shareholder’s statement as required by Section 2.6.1(c)(iii)(K)) and (ii) if any proposed nomination or business was not made or proposed in compliance with this Section 2.6, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 2.6, unless otherwise required by law, if the shareholder (or a qualified representative of the shareholder) does not appear at the annual or special meeting of shareholders of the corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the corporation. For purposes of this Section 2.6, to be considered a qualified representative of the shareholder, a person must be a duly authorized officer, manager or partner of such shareholder or must be authorized by a written record executed by such shareholder or an electronically transmitted record executed by such shareholder to act for such shareholder as proxy at the annual or special meeting and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the annual or special meeting.

(b) Without limiting the foregoing provisions of this Section 2.6, a shareholder shall also comply with all applicable requirements of the Exchange Act, and the rules and regulations thereunder with respect to the matters set forth in this Section 2.6; provided, however, that any references in these

 

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Bylaws to the Exchange Act or such rules and regulations are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 2.6, and compliance with Sections 2.6.1 and 2.6.2 shall be the exclusive means for a shareholder to make nominations or submit other business. Nothing in these Bylaws shall be deemed to affect any rights (i) of shareholders to request inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act or (ii) of the corporation to omit a proposal from the corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act, or (iii) of the holders of any series of Preferred Stock, if any, to the extent provided for under law, the Articles of Incorporation or these Bylaws.

2.6.4 Notice or Request to Corporation

Any notice or request required to be delivered by a shareholder to the corporation pursuant to Section 2.2 or this Section 2.6 must be either (a) set forth in an executed written record given, either by personal delivery or by registered or certified mail, postage prepaid, to the Secretary at the corporation’s principal executive offices or (b) set forth in an executed electronically transmitted record, if the corporation has designated an address, location or system to which such notice or request may be electronically transmitted and the notice or request is electronically transmitted to that designated address, location or system.

 

2.7 Fixing of Record Date for Determining Shareholders Entitled to Notice of or to Vote at a Meeting or to Receive Payment of a Dividend

2.7.1 Record Date for Meeting of Shareholders

For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment of a meeting, the Board may fix a future date as the record date for the determination. The record date shall be not less than 10 or more than 70 days prior to the date of the meeting. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting, the record date shall be the day immediately preceding the date on which notice of the meeting is first given to shareholders. The determination of the record date shall apply to any adjournment of the meeting unless the Board fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

2.7.2 Record Date to Receive Payment of Dividend or Distribution

For the purpose of determining shareholders entitled to receive payment of any dividend or distribution (including a dividend or distribution in connection with a stock split), the Board may fix a future date as the record date for the dividend or distribution. The record date shall be not more than 70 days prior to the date on which the dividend or distribution is payable. If no record date is set for the determination of shareholders entitled to receive payment of any stock dividend or distribution (other than one involving a purchase, redemption or other acquisition of the corporation’s shares), the record date shall be the date the Board authorizes the stock dividend or distribution.

2.8 Voting Record

At least 10 days before each meeting of shareholders, an alphabetical list of the shareholders entitled to notice of the meeting shall be made, arranged by voting group and by each class or series of shares, with the address of and number of shares held by each shareholder. This record shall be kept at the principal office of the corporation or at a place identified in the meeting notice in the city where the meeting will be held for 10 days prior to the meeting, and shall be kept open at the meeting, for the inspection of any shareholder or any shareholder’s agent or attorney-in-fact.

 

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2.9 Quorum

A majority of the votes entitled to be cast on a matter by the holders of shares that, pursuant to the Articles of Incorporation or the Washington Business Corporation Act, are entitled to vote on the matter, represented in person or by proxy, shall constitute a quorum of those shares at a meeting of shareholders, including a majority of the votes entitled to be cast by the holders of any class or series of shares entitled to vote as a separate voting group. If less than a quorum of votes is represented at a meeting, a majority of the votes so represented may adjourn the meeting from time to time without further notice if the new date, time and place are announced at the meeting before adjournment. Any business may be transacted at a reconvened meeting that might have been transacted at the meeting as originally called, if a quorum is present or represented at the meeting. Once a share is represented for any purpose at a meeting other than solely to object to holding the meeting or transacting business, it is deemed present for quorum purposes for the remainder of the meeting and any adjournment (unless a new record date is or must be set for the adjourned meeting) notwithstanding the withdrawal of holders of shares representing enough votes entitled to be cast to leave less than a quorum.

2.10 Manner of Acting

2.10.1 Matters Other Than the Election of Directors

If a quorum is present, action on a matter other than the election of directors shall be approved if the votes cast in favor of the action by shares entitled to vote on the matter exceed the votes cast against the action by shares entitled to vote thereon, unless the Articles of Incorporation or the Washington Business Corporation Act requires a greater number of affirmative votes or approval by separate voting groups.

2.10.2 Election of Directors

Directors shall be elected in the manner set forth in Section 2.13.

2.11 Proxies

A shareholder or the shareholder’s agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by an executed writing or by a recorded telephone call, voice mail or other electronic transmission.

2.11.1 Written Authorization

Execution of a writing authorizing another person or persons to act for the shareholder as proxy may be accomplished by the shareholder or the shareholder’s authorized officer, director, employee or agent signing the writing or causing his or her signature to be affixed to the writing by any reasonable means, including, but not limited to, by facsimile signature.

2.11.2 Recorded Telephone Call, Voice Mail or Other Electronic Transmission

Authorizing another person or persons to act for the shareholder as proxy may be accomplished by transmitting or authorizing the transmission of a recorded telephone call, voice mail or other electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the

 

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proxy to receive the transmission, provided that the transmission must either set forth or be submitted with information, including any security or validation controls used, from which it can reasonably be determined that the transmission was authorized by the shareholder. If it is determined that the transmission is valid, the inspectors of election or, if there are no inspectors, any officer or agent of the corporation making that determination on behalf of the corporation shall specify the information upon which he or she relied. The corporation shall require the holders of proxies received by transmission to provide to the corporation copies of the transmission, and the corporation shall retain copies of the transmission for a reasonable period of time after the election, provided that they are retained for at least 60 days.

2.11.3 Effectiveness of Appointment of Proxy

An appointment of a proxy is effective when a signed appointment form or telegram, cablegram, recorded telephone call, voice mail or other transmission of the appointment is received by the inspectors of election or the officer or agent of the corporation authorized to tabulate votes. An appointment is valid for 11 months unless a longer period is expressly provided in the appointment. A proxy with respect to a specified meeting shall entitle its holder to vote at any reconvened meeting following adjournment of the meeting but shall not be valid after the final adjournment.

2.11.4 Revocability of Proxy

An appointment of a proxy is revocable by the shareholder unless the appointment indicates that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of a pledgee, a person who purchased or agreed to purchase the shares, a creditor of the corporation who extended it credit under terms requiring the appointment, an employee of the corporation whose employment contract requires the appointment or a party to a voting agreement created under RCW 23B.07.310. An appointment made irrevocable is revoked when the interest with which it is coupled is extinguished. A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when the transferee acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.

2.11.5 Death or Incapacity of Shareholder Appointing a Proxy

The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the officer or agent of the corporation authorized to tabulate votes before the proxy exercises the proxy’s authority under the appointment.

2.11.6 Acceptance of Proxy’s Vote or Action

Subject to RCW 23B.07.240 and to any express limitation on the proxy’s authority stated in the appointment form or recorded telephone call, voice mail or other electronic transmission, the corporation is entitled to accept the proxy’s vote or other action as that of the shareholder making the appointment.

2.11.7 Meaning of Sign or Signature

For the purposes of this Section 2.11, “signing” or “signature” includes any manual, facsimile, conformed or electronic signature.

 

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2.12 Voting of Shares

Unless otherwise provided in the Articles of Incorporation, each outstanding share entitled to vote with respect to a matter submitted to a meeting of shareholders shall be entitled to one vote upon the matter.

2.13 Voting for Directors

Each shareholder entitled to vote at an election of directors may vote, in person or by proxy, the number of shares owned by the shareholder for as many persons as there are directors to be elected and for whose election the shareholder has a right to vote. Unless otherwise provided in the Articles of Incorporation, the candidates elected shall be those receiving the largest number of votes cast, up to the number of directors to be elected. Directors may be elected by consent in lieu of an annual or special meeting in accordance with Section 2.14.

2.14 Action by Shareholders Without a Meeting

Any action that may or is required to be taken at a meeting of shareholders may be taken without a meeting or a vote, pursuant to the provisions of this Section 2.14.

2.14.1 Unanimous Written Consent

Action may be taken by unanimous consent if (a) one or more consents, each in the form of a record, describing the action taken are executed by all the shareholders entitled to vote with respect to the matter and (b) the executed consents are delivered to the corporation for filing with the corporate records.

2.14.2 General Provisions

(a) Form of Consent. The consent shall be set forth either in an executed written record or, if the corporation has designated an address, location or system to which the consent may be electronically transmitted and the consent is electronically transmitted to the designated address, location or system, in an executed electronically transmitted record.

(b) Record Date. If not otherwise fixed by the Board, the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder consent is executed.

(c) Withdrawal of Consent. A shareholder may withdraw a consent only by delivering a notice of withdrawal in the form of a record to the corporation prior to the time that consents sufficient to authorize taking the action have been delivered to the corporation.

(d) Date of Signature. Every consent shall bear the date of execution of each shareholder that executes the consent.

(e) Time Allowed to Complete Execution of Consents. A consent is not effective to take the action referred to in the consent unless, within 60 days of the date of the earliest dated consent that is delivered to the corporation, consents executed by a sufficient number of shareholders to take action are delivered to the corporation.

(f) Effective Date of Consent Action. Unless the consent specifies a later effective date, actions taken by consent of the shareholders are effective when consents sufficient to authorize taking the action are in possession of the corporation.

 

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(g) Inclusion in Corporate Records. The consent shall be inserted in the minute book as if it were the minutes of a meeting of the shareholders.

2.15 Inspectors of Election

2.15.1 Appointment

In advance of any meeting of shareholders, the Board shall appoint one or more persons to act as inspectors of election at such meeting and to make a written report thereof. The Board may designate one or more persons to serve as alternate inspectors to serve in place of any inspector who is unable or fails to act. If no inspector or alternate is able to act at a meeting of shareholders, the chairperson of such meeting shall appoint one or more persons to act as inspectors of election at such meeting.

2.15.2 Duties

The inspectors of election shall

(a) ascertain the number of shares of the corporation outstanding and the voting power of each such share;

(b) determine the shares represented at the meeting and the validity of proxies and ballots;

(c) count all votes and ballots;

(d) determine and retain for a reasonable period of time a record of the disposition of any challenges to any determination made by them; and

(e) certify their determination of the number of shares represented at the meeting and their count of the votes and ballots.

The validity of any proxy or ballot shall be determined by the inspectors of election in accordance with the applicable provisions of these Bylaws and the Washington Business Corporation Act as then in effect. In determining the validity of any proxy transmitted by telephone call, voice mail or other electronic transmission, the inspectors shall record in writing the information upon which they relied in making such determination. Each inspector of elections shall, before entering upon the discharge of his or her duties, take and sign an oath to faithfully execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors of election may appoint or retain other persons or entities to assist them in the performance of their duties.

SECTION 3. BOARD OF DIRECTORS

3.1 General Powers

All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board, except as may be otherwise provided in these Bylaws, the Articles of Incorporation or the Washington Business Corporation Act.

 

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3.2 Number and Tenure

The Board shall be composed of not less than two directors, the specific number to be set from time to time solely by resolution of the Board in accordance with the provisions of the Articles of Incorporation. No decrease in the number of authorized directors shall have the effect of shortening the term of any incumbent director. Unless a director dies, resigns or is removed, such director shall hold office until the expiration of the term for which elected and until such director’s successor is elected and qualified or until there is a decrease in the authorized number of directors. In accordance with the provisions of the Articles of Incorporation, the directors of the corporation shall be divided into three classes. Directors need not be shareholders of the corporation or residents of the State of Washington.

3.3 Regular Meetings

By resolution, the Board, or any committee designated by the Board, may specify the time and place, within or without the State of Washington, for holding regular meetings without notice other than the resolution.

3.4 Special Meetings

Special meetings of the Board or any committee designated by the Board may be called by or at the request of the Chairperson of the Board, the Chief Executive Officer, the President, the Secretary or, in the case of special Board meetings, any director and, in the case of any special meeting of any committee designated by the Board, by the committee’s chairperson. The person or persons authorized to call special meetings may fix any place, within or without the State of Washington, for holding any special Board or committee meeting called by such person or persons.

3.5 Meetings by Communications Equipment

Members of the Board or any committee designated by the Board may participate in a meeting of the Board or committee by, or conduct the meeting through the use of, any means of communication by which all directors participating in the meeting can hear one another during the meeting, and participation in this manner shall constitute presence in person at a meeting.

3.6 Notice of Special Meetings

Notice of a special Board or committee meeting stating the place, day and hour of the meeting shall be provided to each director on the Board or committee, as applicable, in the form of a record or orally, as provided below. Neither the business to be transacted at nor the purpose of any special meeting need be specified in the notice of the meeting.

3.6.1 Number of Days’ Notice

Notice of the meeting shall be given at least two days before the meeting.

3.6.2 Type of Notice

(a) Oral Notice. Oral notice may be communicated in person, by telephone, wire or wireless equipment that does not transmit a facsimile of the notice, or by any electronic means that does not create a record.

 

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(b) Notice Provided in a Tangible Medium. Notice may be provided in a tangible medium and may be transmitted by mail, private carrier, personal delivery, telegraph, teletype, telephone or wire or wireless equipment that transmits a facsimile of the notice.

(c) Notice Provided in an Electronic Transmission. Notice may be provided in an electronic transmission and be electronically transmitted.

(1) Consent to Receive Notice by Electronic Transmission. Notice to directors in an electronic transmission is effective only with respect to directors who have consented, in the form of a record, to receive electronically transmitted notices and designated in the consent the address, location or system to which these notices may be electronically transmitted. Notice provided in an electronic transmission includes material required or permitted to accompany the notice by the Washington Business Corporation Act or other applicable statute or regulation.

(2) Revocation of Consent to Receive Notice by Electronic Transmission. A director who has consented to receipt of electronically transmitted notices may revoke the consent by delivering a revocation to the corporation in the form of a record. The consent of a director to receive notice by electronic transmission is revoked if the corporation is unable to electronically transmit two consecutive notices given by the corporation in accordance with the consent, and this inability becomes known to the Secretary or any other person responsible for giving the notice. The inadvertent failure by the corporation to treat this inability as a revocation does not invalidate any meeting or other action.

(3) Posting Notice on an Electronic Network. Notice to directors who have consented to receipt of electronically transmitted notices may be provided by posting the notice on an electronic network and delivering to the director a separate record of the posting, together with comprehensible instructions regarding how to obtain access to the posting on the electronic network.

3.6.3 Effectiveness of Written Notice

(a) Notice by Mail. Notice given by mail is effective five days after its deposit in the United States mail, as evidenced by the postmark, if mailed with first-class postage prepaid and correctly addressed to the director at his or her address shown on the records of the corporation.

(b) Notice by Registered or Certified Mail. Notice is effective on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

(c) Notice by Telegraph, Teletype or Facsimile Equipment. Notice sent to the director’s address, telephone number or other number appearing on the records of the corporation is effective when dispatched by telegraph, teletype or wire or wireless equipment that transmits a facsimile of the notice.

(d) Notice by Private Carrier. Notice given by private carrier is effective when received by the director.

(e) Personal Notice. Notice given by personal delivery is effective when received by the director.

 

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(f) Notice by Electronic Transmission. Notice provided by electronic transmission, if in comprehensible form, is effective when it (i) is electronically transmitted to an address, location or system designated by the recipient for that purpose or (ii) has been posted on an electronic network and a separate record of the posting has been delivered to the recipient together with comprehensible instructions regarding how to obtain access to the posting on the electronic network.

3.6.4 Effectiveness of Oral Notice

(a) Notice in Person or by Telephone. Oral notice is effective when received by the director.

(b) Notice by Wire or Wireless Equipment. Notice given by wire or wireless equipment that does not transmit a facsimile of the notice or by any electronic means that does not create a record is effective when communicated to the director.

3.7 Waiver of Notice

3.7.1 Waiver by Delivery of a Record

A director may waive any notice required to be given to any director under the provisions of these Bylaws, the Articles of Incorporation or the Washington Business Corporation Act, before or after the date and time stated in the notice, and the waiver shall be equivalent to the giving of notice. The waiver must be delivered to the corporation by the director entitled to the notice for inclusion in the minutes or filing with the corporate records. The waiver shall be set forth either in an executed written record or, if the corporation has designated an address, location or system to which the waiver may be electronically transmitted and the waiver has been electronically transmitted to the designated address, location or system, in an executed electronically transmitted record. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board or any committee designated by the Board need be specified in the waiver of notice of the meeting.

3.7.2 Waiver by Attendance

A director’s attendance at or participation in a Board or committee meeting shall constitute a waiver of notice of the meeting, unless the director at the beginning of the meeting, or promptly upon his or her arrival, objects to holding the meeting or transacting business at the meeting and does not vote for or assent to action taken at the meeting.

3.8 Quorum

3.8.1 Board

A majority of the number of directors fixed by or in the manner provided in these Bylaws shall constitute a quorum for the transaction of business at any Board meeting but, if less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

3.8.2 Committees

A majority of the number of directors composing any committee of the Board, as established and fixed by resolution of the Board, shall constitute a quorum for the transaction of business at any meeting of the committee but, if less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

 

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3.9 Manner of Acting

If a quorum is present when the vote is taken, the act of the majority of the directors present at a Board or committee meeting shall be the act of the Board or the committee, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation or the Washington Business Corporation Act.

3.10 Presumption of Assent

A director of the corporation who is present at a Board or committee meeting at which any action is taken shall be deemed to have assented to the action taken unless (a) the director objects at the beginning of the meeting, or promptly upon his or her arrival, to holding the meeting or transacting any business at the meeting, (b) the director’s dissent or abstention from the action taken is entered in the minutes of the meeting, or (c) the director delivers notice of the director’s dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation within a reasonable time after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

3.11 Action by Board or Committees Without a Meeting

Any action that could be taken at a meeting of the Board or of any committee created by the Board may be taken without a meeting if one or more consents setting forth the action so taken are executed by all the directors or by all the members of the committee either before or after the action is taken and delivered to the corporation, each of which shall be set forth in an executed written record or, if the corporation has designated an address, location or system to which the consent may be electronically transmitted and the consent is electronically transmitted to the designated address, location or system, in an executed electronically transmitted record. Action taken by consent of directors without a meeting is effective when the last director executes the consent, unless the consent specifies a later effective date. The consent shall be inserted in the minute book as if it were the minutes of a Board or a committee meeting.

3.12 Resignation of Directors and Committee Members

Any director may resign from the Board or any committee of the Board at any time by delivering an executed notice to the Chairperson of the Board, the President, the Secretary or the Board. The resignation is effective upon delivery unless the notice of resignation specifies a later effective date, and unless otherwise specified, the acceptance of the resignation shall not be necessary to make it effective.

3.13 Removal of Directors and Committee Members

3.13.1 Removal of Directors

At a meeting of shareholders called expressly for that purpose (in accordance with the procedures set forth in Sections 2.2 and 2.6), one or more directors, including the entire Board, may be removed only for cause by the holders of the shares entitled to elect the director or directors whose removal is sought if, with respect to a particular director, the number of votes cast to remove the director exceeds the number of votes cast to not remove the director.

 

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3.13.2 Removal of Committee Members

The Board may remove any member of any committee elected or appointed by it by the affirmative vote of the greater of a majority of the directors then in office and the number of directors required to take action in accordance with these Bylaws.

3.14 Vacancies

Unless the Articles of Incorporation provide otherwise, any vacancies on the Board resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors may be filled only by the Board or, if the directors in office constitute less than a quorum, by the affirmative vote of a majority of the remaining directors or the sole remaining director. The term of a director elected to fill a vacancy expires at the next election of directors by the shareholders.

3.15 Executive and Other Committees

3.15.1 Creation of Committees

The Board, by resolution, may create standing or temporary committees, including an Executive Committee, Audit Committee, Compensation Committee and Nominating and Governance Committee, and appoint members from its own number and invest the committees with powers as it may see fit, subject to conditions as may be prescribed by the Board, the Articles of Incorporation, these Bylaws and applicable law. The resolution must be adopted by the greater of a majority of all the directors then in office or the number of directors required to take action in accordance with these Bylaws. Each committee must have two or more members, who shall serve at the pleasure of the Board.

3.15.2 Authority of Committees

Each committee shall have and may exercise all the authority of the Board to the extent provided in the resolution of the Board creating the committee and any subsequent resolutions adopted in like manner, except that no committee shall have the authority to: (a) authorize or approve a distribution, except according to a general formula or method prescribed by the Board, (b) approve or propose to shareholders actions or proposals required by the Washington Business Corporation Act to be approved by shareholders, (c) fill vacancies on the Board or any committee of the Board, (d) amend the Articles of Incorporation pursuant to RCW 23B.10.020, (e) adopt, amend or repeal Bylaws, (f) approve a plan of merger not requiring shareholder approval, or (g) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares, except that the Board may authorize a committee or a senior executive officer of the corporation to do so within limits specifically prescribed by the Board.

3.15.3 Minutes of Meetings

All committees shall keep regular minutes of their meetings and shall cause them to be recorded in books kept for that purpose.

3.16 Compensation of Directors and Committee Members

By Board resolution, directors and committee members may be paid for their service as directors and committee members in such amounts and form as specified in such resolution, which may include, without limitation, their expenses, if any, of attendance at each Board or committee meeting, a fixed sum for attendance at each Board or committee meeting or a stated salary as director or a committee member,

 

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and such other compensation as the Board may determine (including, without limitation, stock options or other equity compensation). No payment for expenses or compensation as a director or committee member shall preclude any director or committee member from serving the corporation in any other capacity and receiving compensation for his or her services.

SECTION 4. OFFICERS

4.1 Appointment and Term

The officers of the corporation shall be those officers appointed from time to time by the Board or by any other officer empowered to do so. The Board shall have sole power and authority to appoint any executive officer and shall have the authority to appoint any other officers and to prescribe the respective terms of office, authority and duties of the executive officers or other officers. As used in these Bylaws, the term “executive officer” shall mean the President, any Vice President in charge of a principal business unit, division or function or any other officer who performs a policymaking function. The Board may delegate to any executive officer the power to appoint any subordinate officers and to prescribe their respective terms of office, authority and duties. Any two or more offices may be held by the same person. Unless an officer dies, resigns or is removed from office, he or she shall hold office until his or her successor is appointed.

4.2 Resignation of Officers

Any officer may resign at any time by delivering a notice to the corporation either in an executed written record or in an executed electronically transmitted record. The resignation is effective upon delivery unless the notice of resignation specifies a later effective date, and unless otherwise specified, the acceptance of the resignation shall not be necessary to make it effective.

4.3 Removal of Officers

Any officer may be removed by the Board at any time, with or without cause. An officer or assistant officer, if appointed by another officer, may be removed by any officer authorized to appoint officers or assistant officers.

4.4 Contract Rights of Officers

The appointment of an officer does not itself create contract rights.

4.5 Chairperson of the Board

If appointed, the Chairperson of the Board shall perform the duties assigned to him or her by the Board from time to time and shall preside over meetings of the Board and shareholders unless another officer is appointed or designated by the Board as chairperson of the meetings.

4.6 Chief Executive Officer

If appointed, the Chief Executive Officer shall be the chief executive officer of the corporation, shall preside over meetings of the Board and shareholders in the absence of a Chairperson of the Board, and, subject to the Board’s control, shall supervise and control all of the assets, business and affairs of the corporation. The Chief Executive Officer may sign, with the Secretary or an Assistant Secretary or with the Treasurer or an Assistant Treasurer, certificates for shares of the corporation, deeds, mortgages, bonds, contracts or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the corporation or are

 

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required by law to be otherwise signed or executed by some other officer or in some other manner. In general, the Chief Executive Officer shall perform all duties incident to the office of Chief Executive Officer and such other duties as are prescribed by the Board from time to time.

4.7 President

In the event of the death of the Chief Executive Officer or a vacancy in the office of the Chief Executive Officer, or his or her inability to act, the President, if appointed, shall perform the duties of the Chief Executive Officer, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions upon the Chief Executive Officer. The President may sign, with the Secretary or an Assistant Secretary or with the Treasurer or an Assistant Treasurer, certificates for shares of the corporation. In general, the President shall perform all duties incident to the office of President and other duties prescribed by the Board from time to time.

4.8 Vice President

In the event of the death of the President or a vacancy in the office of the President, or his or her inability to act, the Vice President shall, if appointed, perform the duties of the President, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions upon the President. If there is more than one Vice President, the Vice President who was designated by the Board as the successor to the President, or if no Vice President is so designated, the Vice President first elected to the office of Vice President, shall perform the duties of the President, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions upon the President. Any Vice President may sign, with the Secretary or an Assistant Secretary or with the Treasurer or an Assistant Treasurer, certificates for shares of the corporation. Vice Presidents shall perform other duties as from time to time may be assigned to them by the Chief Executive Officer or the President or by or at the direction of the Board.

4.9 Secretary

If appointed, the Secretary shall be responsible for preparation of minutes of the meetings of the Board and shareholders, maintenance of the corporation records and stock registers, and authentication of the corporation’s records and shall in general perform all duties incident to the office of Secretary and other duties as from time to time may be assigned to him or her by the President or by or at the direction of the Board. In the absence of the Secretary, an Assistant Secretary may perform the duties of the Secretary.

4.10 Treasurer

If appointed, the Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation, receive and give receipts for funds due and payable to the corporation from any source whatsoever, and deposit funds in the name of the corporation in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws, and in general shall perform all duties incident to the office of Treasurer and other duties as from time to time may be assigned to him or her by the President or by or at the direction of the Board. In the absence of the Treasurer, an Assistant Treasurer may perform the duties of the Treasurer.

 

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4.11 Salaries

The salaries of the officers shall be fixed from time to time by the Board or by any person or persons to whom the Board has delegated authority to set salaries of officers. No officer shall be prevented from receiving a salary by reason of the fact that he or she is also a director of the corporation.

SECTION 5. CERTIFICATES FOR SHARES AND THEIR TRANSFER

5.1 Issuance of Shares

No shares of the corporation shall be issued unless authorized by the Board or by a committee designated by the Board to the extent the committee is empowered to do so.

5.2 Certificates for Shares

Certificates representing shares of the corporation shall be signed, either manually or in facsimile, (a) by any two officers designated by the Board or (b) if no specific designation is made, by the Chairperson of the Board, the Chief Executive Officer, the President or any Vice President and by the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary and shall include on their face written notice of any restrictions that may be imposed on the transferability of the shares. All certificates shall be consecutively numbered or otherwise identified.

5.3 Issuance of Shares Without Certificates

The Board may authorize the issuance of some or all of the shares of any or all of the corporation’s classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation. Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall send the shareholder a complete record containing the information required on certificates by applicable Washington law.

5.4 Stock Records

The stock transfer books shall be kept at the principal office of the corporation or at the office of the corporation’s transfer agent or registrar. The name and address of each person to whom certificates for shares are issued, together with the class and number of shares represented by the certificate and the date of issuance of the certificate, shall be entered on the stock transfer books of the corporation. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner for all purposes.

5.5 Restriction on Transfer

Except to the extent that the corporation has obtained an opinion of counsel acceptable to the corporation that transfer restrictions are not required under applicable securities laws, or has otherwise satisfied itself that transfer restrictions are not required, all certificates representing shares of the corporation shall bear a legend on the face of the certificate, or on the reverse of the certificate if a reference to the legend is contained on the face, that reads substantially as follows or that substantially effects the same purpose:

The securities evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), or applicable state securities laws, and no interest may be sold, distributed, assigned, offered, pledged or otherwise transferred unless

 

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(a) there is an effective registration statement under the Act and applicable state securities laws covering the transaction involving these securities, (b) the corporation receives an opinion of legal counsel for the holder of these securities satisfactory to the corporation stating that the transaction is exempt from registration, or (c) the corporation otherwise satisfies itself that the transaction is exempt from registration.

If any securities of the corporation are issued pursuant to Regulation S (“Regulation S”) of the Securities Act of 1933, as amended (the “1933 Act”), the corporation will refuse to register any subsequent transfer of such securities if such transfer is not made in accordance with Regulation S, pursuant to registration under the 1933 Act or pursuant to an available exemption from registration under the 1933 Act.

5.6 Transfer of Shares

The transfer of shares of the corporation shall be made only on the stock transfer books of the corporation pursuant to authorization or document of transfer made by the holder of record or by the holder’s legal representative, who shall furnish proper evidence of authority to transfer, or by the holder’s attorney-in-fact authorized by power of attorney duly executed and filed with the Secretary. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificates for a like number of shares have been surrendered and canceled.

5.7 Lost, Destroyed or Damaged Certificates

In the case of a lost, destroyed or damaged certificate, a new certificate may be issued in its place upon terms and indemnity to the corporation as the Board may prescribe.

SECTION 6. INDEMNIFICATION

6.1 Right to Indemnification

Each person who was, is or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any threatened, pending or completed action, suit, claim or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (a “proceeding”), by reason of the fact that he or she is or was a director or officer of the corporation or, that being or having been a director or officer of the corporation, he or she is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise (an “indemnitee”), whether the basis of a proceeding is alleged action in an official capacity or in any other capacity while serving as a director, officer, partner, trustee, employee or agent, shall be indemnified and held harmless by the corporation against all losses, claims, damages (compensatory, exemplary, punitive or otherwise), liabilities and expenses (including attorneys’ fees, costs, judgments, fines, ERISA excise taxes or penalties, amounts to be paid in settlement and any other expenses) actually and reasonably incurred or suffered by the indemnitee in connection with the proceeding, and the indemnification shall continue as to an indemnitee who has ceased to be a director or officer of the corporation or a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Except as provided in Section 6.4 with respect to proceedings seeking to enforce rights to indemnification, the corporation shall indemnify the indemnitee in connection with a proceeding (or part of a proceeding) initiated by the indemnitee only if a proceeding (or part of a proceeding) was authorized or ratified by the Board. The right to indemnification conferred in this Section 6 shall be a contract right.

 

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6.2 Restrictions on Indemnification

No indemnification shall be provided to any indemnitee for acts or omissions of the indemnitee finally adjudged to be intentional misconduct or a knowing violation of law, for conduct of the indemnitee finally adjudged to be in violation of RCW 23B.08.310, for any transaction with respect to which it was finally adjudged that the indemnitee personally received a benefit in money, property or services to which the indemnitee was not legally entitled or if the corporation is otherwise prohibited by applicable law from paying indemnification. Notwithstanding the foregoing, if RCW 23B.08.560 is amended, the restrictions on indemnification set forth in this Section 6.2 shall be as set forth in the amended statutory provision.

6.3 Advancement of Expenses

The right to indemnification conferred in this Section 6 shall include the right to be paid by the corporation the expenses incurred in defending any proceeding in advance of its final disposition (an “advancement of expenses”). An advancement of expenses shall be made upon delivery to the corporation of an undertaking (an “undertaking”), by or on behalf of the indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that the indemnitee is not entitled to be indemnified.

6.4 Right of Indemnitee to Bring Suit

If a claim under Section 6.1 or 6.3 is not paid in full by the corporation within 60 days after a written claim has been received by the corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the indemnitee may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim. If successful in whole or in part, in any such suit or in a suit brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of litigating the suit. The indemnitee shall be presumed to be entitled to indemnification under this Section 6.4 upon submission of a written claim (and, in an action brought to enforce a claim for an advancement of expenses, when the required undertaking has been tendered to the corporation), and thereafter the corporation shall have the burden of proof to overcome the presumption that the indemnitee is so entitled.

6.5 Procedures Exclusive

Pursuant to RCW 23B.08.560(2) or any successor provision, the procedures for indemnification and the advancement of expenses set forth in this Section 6 are in lieu of the procedures required by RCW 23B.08.550 or any successor provision.

6.6 Nonexclusivity of Rights

Except as set forth in Section 6.5, the right to indemnification and the advancement of expenses conferred in this Section 6 shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, provision of, the Articles of Incorporation or Bylaws of the corporation, general or specific action of the Board or shareholders, contract or otherwise. Notwithstanding any amendment or repeal of this Section 6, or of any amendment or repeal of any of the procedures that may be established by the Board pursuant to this Section 6, any indemnitee shall be entitled to indemnification in accordance with the provisions of these Bylaws and those procedures with respect to any acts or omissions of the indemnitee occurring prior to the amendment or repeal.

 

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6.7 Insurance, Contracts and Funding

The corporation may maintain insurance, at its expense, to protect itself and any director, officer, partner, trustee, employee or agent of the corporation or another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the corporation would have the authority or right to indemnify the person against the expense, liability or loss under the Washington Business Corporation Act or other law. The corporation may enter into contracts with any director, officer, partner, trustee, employee or agent of the corporation in furtherance of the provisions of this Section 6 and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of the amounts as may be necessary to effect indemnification as provided in this Section 6.

6.8 Indemnification of Employees and Agents of the Corporation

In addition to the rights of indemnification set forth in Section 6.1, the corporation may, by action of the Board, grant rights to indemnification and advancement of expenses to employees and agents or any class or group of employees and agents of the corporation (a) with the same scope and effect as the provisions of this Section 6 with respect to indemnification and the advancement of expenses of directors and officers of the corporation, (b) pursuant to rights granted or provided by the Washington Business Corporation Act, or (c) as are otherwise consistent with law.

6.9 Persons Serving Other Entities

Any person who, while a director or officer of the corporation, is or was serving (a) as a director, officer, employee or agent of another corporation of which a majority of the shares entitled to vote in the election of its directors is held by the corporation or (b) as a partner, trustee or otherwise in an executive or management capacity in a partnership, joint venture, trust, employee benefit plan or other enterprise of which the corporation or a majority owned subsidiary of the corporation is a general partner or has a majority ownership, shall conclusively be deemed to be so serving at the request of the corporation and entitled to indemnification and the advancement of expenses under Sections 6.1 and 6.3, respectively.

SECTION 7. GENERAL MATTERS

7.1 Accounting Year

The accounting year of the corporation shall be the calendar year, but if a different accounting year is at any time selected by the Board for purposes of federal income taxes, or any other purpose, the accounting year shall be the year so selected.

7.2 Amendment or Repeal of Bylaws

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board, except that the Board may not amend or repeal any Bylaw that the shareholders have expressly provided, in amending or repealing the Bylaw, may not be amended or repealed by the Board. The shareholders may also alter, amend and repeal these Bylaws or adopt new Bylaws (in accordance with the procedures set forth in Section 2.2, as applicable, and Section 2.6); provided, however, that the affirmative vote of the holders of at least two-thirds of all the votes entitled to be cast by the shareholders of the corporation generally in the election of directors, voting together as a single voting group, shall be required for the shareholders of the corporation to alter, amend or repeal any provision of these Bylaws or adopt new Bylaws.

 

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7.3 Books and Records

The corporation shall:

(a) keep as permanent records minutes of all meetings of its shareholders and the Board, a record of all actions taken by shareholders or the Board without a meeting, and a record of all actions taken by a committee of the Board exercising the authority of the Board on behalf of the corporation;

(b) maintain appropriate accounting records;

(c) maintain or hire an agent to maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each;

(d) maintain its records in written form or in another form capable of conversion into written form within a reasonable time; and

(e) keep a copy of the following records at its principal office;

(i) the Articles of Incorporation and all amendments thereto as currently in effect;

(ii) these Bylaws and all amendments thereto as currently in effect;

(iii) the minutes of all meetings of shareholders and records of all actions taken by shareholders without a meeting for the past three years;

(iv) the financial statements described in RCW 23B.16.200(1) for the past three years;

(v) all communications in the form of a record to shareholders generally within the past three years;

(vi) a list of the names and business addresses of the current directors and officers; and

(vii) the most recent annual report delivered to the Washington Secretary of State.

7.4 Contracts, Loans, Checks and Deposits

7.4.1 Contracts

The Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. The authority may be general or confined to specific instances.

7.4.2 Loans to the Corporation

No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. The authority may be general or confined to specific instances.

 

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7.4.3 Checks, Drafts, etc.

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by the officer or officers, or agent or agents, of the corporation and in the manner from time to time determined by resolution of the Board.

7.4.4 Deposits

All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in banks, trust companies or other depositories selected by the Board.

7.5 Corporate Seal

The Board may provide for a corporate seal that shall consist of the name of the corporation, the state of its incorporation and the year of its incorporation.

 

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EX-10.1 6 d317509dex101.htm 2006 EQUITY INCENTIVE PLAN AS AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN AS AMENDED AND RESTATED

Exhibit 10.1

AVALARA, INC.

2006 EQUITY INCENTIVE PLAN

(as amended and restated effective as of August 15, 2017)

1. PURPOSES.

(a) Eligible Stock Award Recipients. The persons eligible to receive Stock Awards are the Employees, Directors and Consultants of the Company and its Affiliates.

(b) Available Stock Awards. The purpose of the Plan is to provide a means by which eligible recipients of Stock Awards may be given an opportunity to benefit from increases in value of the Common Stock through the granting of the following Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) stock bonuses and (iv) rights to acquire restricted stock.

(c) General Purpose. The Company, by means of the Plan, seeks to retain the services of the group of persons eligible to receive Stock Awards, to secure and retain the services of new members of this group and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates.

2. DEFINITIONS.

(a) “Affiliate” means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.

(b) “Board” means the Board of Directors of the Company.

(c) “Code” means the Internal Revenue Code of 1986, as amended.

(d) “Committee” means a committee of two (2) or more members of the Board appointed by the Board in accordance with subsection 3(c).

(e) “Common Stock” means the common stock of the Company.

(f) “Company” means Avalara, Inc., a Washington corporation.

(g) “Consultant” means any person, including an advisor, (i) engaged by the Company or an Affiliate to render consulting or advisory services and who is compensated for such services or (ii) who is a member of the Board of Directors of an Affiliate. However, the term “Consultant” shall not include either Directors who are not compensated by the Company for their services as Directors or Directors who are merely paid a director’s fee by the Company for their services as Directors.

(h) “Continuous Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. The Participant’s Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s Continuous Service. For example, a change in status from an Employee of the Company to a Consultant of an Affiliate or a Director will not constitute an interruption of Continuous Service. The Board, in its sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave.

 

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(i) “Director” means a member of the Board of Directors of the Company.

(j) “Disability” means the permanent and total disability of a person within the meaning of Section 22(e)(3) of the Code.

(k) “Employee” means any person employed by the Company or an Affiliate. Mere service as a Director or payment of a director’s fee by the Company or an Affiliate shall not be sufficient to constitute “employment” by the Company or an Affiliate.

(l) “Fair Market Value” means, as of any date, the value of the Common Stock determined as

follows:

(i) If the Common Stock is listed on any established stock exchange or traded on the Nasdaq Stock Market, the Fair Market Value of a share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the last market trading day prior to the day of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable.

(ii) In the absence of such markets for the Common Stock, the Fair Market Value shall be determined in good faith by the Board.

(m) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

(n) “Listing Date” means the first date upon which any security of the Company is listed (or approved for listing) upon notice of issuance on any securities exchange or designated (or approved for designation) upon notice of issuance as a national market security on an interdealer quotation system.

(o) “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option.

(p) “Officer” means a person who is an officer of the Company or an Affiliate.

(q) “Option” means an Incentive Stock Option or a Nonstatutory Stock Option granted pursuant

to the Plan.

(r) “Option Agreement” means a written agreement between the Company and an Optionholder evidencing the terms and conditions of an individual Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan.

(s) “Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.

(t) “Outside Director” means a Director who either (i) is not a current employee of the Company or an “affiliated corporation” (within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company or an “affiliated corporation” receiving compensation for prior services (other than benefits under a tax qualified pension plan), was not an officer of the Company or an “affiliated corporation” at any time and is not currently receiving direct or indirect remuneration from the Company or an “affiliated corporation” for services in any capacity other than as a Director or (ii) is otherwise considered an “outside director” for purposes of Section 162(m) of the Code.

 

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(u) “Participant” means a person to whom a Stock Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Stock Award.

(v) “Plan” means this Avalara, Inc. 2006 Equity Incentive Plan.

(w) “Securities Act” means the Securities Act of 1933, as amended.

(x) “Stock Award” means any right granted under the Plan, including an Option, a stock bonus and a right to acquire restricted stock.

(y) “Stock Award Agreement” means a written agreement between the Company and a holder of a Stock Award evidencing the terms and conditions of an individual Stock Award grant. Each Stock Award Agreement shall be subject to the terms and conditions of the Plan.

(z) “Ten Percent Shareholder” means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any of its Affiliates.

3. ADMINISTRATION.

(a) Administration by Board. The Board shall administer the Plan unless and until the Board delegates responsibility for administering the Plan to a Committee, as provided in subsection 3(c).

(b) Powers of Board. The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i) To determine from time to time which of the persons eligible under the Plan shall be granted Stock Awards; when and how each Stock Award shall be granted; what type or combination of types of Stock Award shall be granted; the provisions of each Stock Award granted (which need not be identical), including the time or times when a person shall be permitted to receive Common Stock pursuant to a Stock Award; and the number of shares of Common Stock with respect to which a Stock Award shall be granted to each such person.

(ii) To construe and interpret the Plan and Stock Awards granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.

(iii) To amend the Plan or a Stock Award as provided in Section 12.

(iv) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company which are not in conflict with the provisions of the Plan.

 

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(c) Delegation to Committee. The Board may delegate concurrent responsibility for administering the Plan to a Committee or Committees of two (2) or more members of the Board, and the term “Committee” shall apply to any persons to whom such authority has been delegated. If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter also be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and re-vest in the Board the administration of the Plan.

(d) Effect of Board’s Decision. All determinations, interpretations and constructions made by the Board in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons.

4. SHARES SUBJECT TO THE PLAN.

(a) Share Reserve. Subject to the provisions of Section 11 relating to adjustments upon changes in Common Stock, the Common Stock that may be issued pursuant to Stock Awards shall not exceed in the aggregate 33,143,496 shares of Common Stock.

(b) Reversion of Shares to the Share Reserve. If any Stock Award shall for any reason expire or otherwise terminate, in whole or in part, without having been exercised in full, the shares of Common Stock not acquired under such Stock Award shall revert to and again become available for issuance under the Plan.

5. ELIGIBILITY.

(a) Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to Employees. Stock Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants.

(b) Ten Percent Shareholders. A Ten Percent Shareholder shall not be granted an Incentive Stock Option unless the exercise price of such Option is at least one hundred ten percent (110%) of the Fair Market Value of the Common Stock at the date of grant and the Option is not exercisable after the expiration of five (5) years from the date of grant.

(c) Consultants.

(i) A Consultant shall not be eligible for the grant of a Stock Award if, at the time of grant, either the offer or the sale of the Company’s securities to such Consultant is not exempt under Rule 701 of the Securities Act (“Rule 701”) because of the nature of the services that the Consultant is providing to the Company, or because the Consultant is not a natural person, or as otherwise provided by Rule 701, unless the Company determines that such grant need not comply with the requirements of Rule 701 and will satisfy another exemption under the Securities Act as well as comply with the securities laws of all other relevant jurisdictions.

(ii) Rule 701 generally is available to consultants and advisors only if (i) they are natural persons; (ii) they provide bona fide services to the issuer, its parents, its majority-owned subsidiaries or majority-owned subsidiaries of the issuer’s parent; and (iii) the services are not in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the issuer’s securities.

 

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6. OPTION PROVISIONS.

Each Option shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. All Options shall be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates will be issued for shares of Common Stock purchased on exercise of each type of Option. The provisions of separate Options need not be identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions:

(a) Term. Subject to the provisions of subsection 5(b) regarding Ten Percent Shareholders, no Incentive Stock Option shall be exercisable after the expiration of ten (10) years from the date it was granted.

(b) Exercise Price of an Option. Subject to the provisions of subsection 5(b) regarding Ten Percent Shareholders, the exercise price of each Option shall be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option on the date the Option is granted. Notwithstanding the foregoing, an Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code. Further, notwithstanding the foregoing, a Nonstatutory Stock Option may be granted with an exercise price less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option on the date the Option is granted if the Option meets the requirements for Stock Awards that are considered “deferred compensation” within the meaning of Section 409A of the Code.

(c) Consideration. The purchase price of Common Stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes and regulations, either (i) in cash at the time the Option is exercised or (ii) pursuant to any other method permitted by the Company, which may include one or more of the following, each as may be set forth in Section 4 of the Option Agreement: (1) a Regulation T program, (2) exchange, (3) a cashless exercise, or (4) deferred payment.

(d) Transferability of an Incentive Stock Option. An Incentive Stock Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder. Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option.

(e) Transferability of a Nonstatutory Stock Option. A Nonstatutory Stock Option shall be transferable to the extent provided in the Option Agreement. If the Nonstatutory Stock Option does not provide for transferability, then the Nonstatutory Stock Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder. Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option.

(f) Vesting Generally. The total number of shares of Common Stock subject to an Option may, but need not, vest and therefore become exercisable in periodic installments that may, but need not, be equal. The Option may be subject to such other terms and conditions on the time or times when it may be exercised (which may be based on performance or other criteria) as the Board may deem appropriate. The vesting provisions of individual Options may vary. The provisions of this subsection 6(f) are subject to any Option provisions governing the minimum number of shares of Common Stock as to which an Option may be exercised.

 

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(g) Termination of Continuous Service. In the event an Optionholder’s Continuous Service terminates (other than upon the Optionholder’s death or Disability), the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination) but only within such period of time ending on the earlier of (i) the date ninety (90) days following the termination of the Optionholder’s Continuous Service (or such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination, the Optionholder does not exercise his or her Option within the time specified in the Option Agreement, the Option shall terminate.

(h) Extension of Termination Date. An Optionholder’s Option Agreement may also provide that if the exercise of the Option following the termination of the Optionholder’s Continuous Service (other than upon the Optionholder’s death or Disability) would be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, then the Option shall terminate on the earlier of (i) the expiration of the term of the Option set forth in subsection 6(a) or (ii) the expiration of a period of ninety (90) days after the termination of the Optionholder’s Continuous Service during which the exercise of the Option would not be in violation of such registration requirements.

(i) Disability of Optionholder. In the event that an Optionholder’s Continuous Service terminates as a result of the Optionholder’s Disability, the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination), but only within such period of time ending on the earlier of (i) the date twelve (12) months following such termination (or such longer or shorter period specified in the Option Agreement) or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination, the Optionholder does not exercise his or her Option within the time specified herein, the Option shall terminate.

(j) Death of Optionholder. In the event (i) an Optionholder’s Continuous Service terminates as a result of the Optionholder’s death or (ii) the Optionholder dies within the period (if any) specified in the Option Agreement after the termination of the Optionholder’s Continuous Service for a reason other than death, then the Option may be exercised (to the extent the Optionholder was entitled to exercise such Option as of the date of death) by the Optionholder’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the Option upon the Optionholder’s death pursuant to subsection 6(d) or 6(e), but only within the period ending on the earlier of (1) the date eighteen (18) months following the date of death (or such longer or shorter period specified in the Option Agreement) or (2) the expiration of the term of such Option as set forth in the Option Agreement. If, after death, the Option is not exercised within the time specified herein, the Option shall terminate.

(k) No Early Exercise. The Option may not include a provision whereby the Optionholder may elect at any time before the Optionholder’s Continuous Service terminates to exercise the Option as to any part or all of the shares of Common Stock subject to the Option prior to the full vesting of the Option.

(l) Right of Repurchase. Unless otherwise provided in the Option Agreement, the Company may elect, prior to the Listing Date, to repurchase all or any part of the shares of Common Stock acquired by the Optionholder pursuant to the exercise of the Option. This right of repurchase shall be exercisable only by written notice delivered to the Optionholder. The notice shall set forth the date on which the repurchase is to be effected. Such date shall not be more than thirty (30) days after the date of the notice. The certificate(s) representing the shares to be repurchased shall, prior to the close of business on the date specified for the repurchase, be delivered to the Company properly endorsed for transfer. The Company shall, concurrently with the receipt of such certificate(s), pay to the Optionholder a purchase price equal to the Fair Market Value of the shares being acquired. Payment shall be made in cash or cash equivalents or by canceling indebtedness to the Company incurred by the Optionholder.

 

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(m) Right of First Refusal. Unless otherwise provided in the Option Agreement, the Company may elect, prior to the Listing Date, to exercise a right of first refusal following receipt of notice from the Optionholder of the intent to transfer all or any part of the shares of Common Stock received upon the exercise of the Option. If the Optionholder desires to transfer such shares, the Optionholder must give a written notice to the Company describing fully the proposed transfer, including the number of shares proposed to be transferred, the proposed transfer price, the name and address of the proposed transferee and proof satisfactory to the Company that the proposed sale or transfer will not violate any applicable federal or state securities laws. The Company shall have the right to purchase all, and not less than all, of such shares on the terms of the proposal described in the notice by delivery of a notice of exercise of the right of first refusal, along with proper consideration, within thirty (30) days after the date when the notice was received by the Company.

7. PROVISIONS OF STOCK AWARDS OTHER THAN OPTIONS.

(a) Stock Bonus Awards. Each stock bonus agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. The terms and conditions of stock bonus agreements may change from time to time, and the terms and conditions of separate stock bonus agreements need not be identical, but each stock bonus agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:

(i) Consideration. A stock bonus may be awarded in consideration for past services actually rendered to the Company or an Affiliate for its benefit.

(ii) Vesting. Shares of Common Stock awarded under the stock bonus agreement may, but need not, be subject to a share repurchase option in favor of the Company in accordance with a vesting schedule to be determined by the Board.

(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company may reacquire any or all of the shares of Common Stock held by the Participant which have not vested as of the date of termination under the terms of the stock bonus agreement.

(iv) Transferability. Rights to acquire shares of Common Stock under the stock bonus agreement shall be transferable by the Participant only upon such terms and conditions as are set forth in the stock bonus agreement, as the Board shall determine in its discretion, so long as Common Stock awarded under the stock bonus agreement remains subject to the terms of the stock bonus agreement.

(b) Restricted Stock Awards. Each restricted stock purchase agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. The terms and conditions of the restricted stock purchase agreements may change from time to time, and the terms and conditions of separate restricted stock purchase agreements need not be identical, but each restricted stock purchase agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:

(i) Purchase Price. The purchase price of restricted stock awards shall not be less than eighty-five percent (85%) of the Common Stock’s Fair Market Value on the date such award is made or at the time the purchase is consummated.

 

   -7-    2006 Equity Incentive Plan


(ii) Consideration. The purchase price of Common Stock acquired pursuant to the restricted stock purchase agreement shall be paid either: (i) in cash at the time of purchase; (ii) at the discretion of the Board, according to a deferred payment or other similar arrangement with the Participant; or (iii) in any other form of legal consideration that may be acceptable to the Board in its discretion; provided, however, that at any time that the Company is incorporated in Delaware, then payment of the Common Stock’s “par value,” as defined in the Delaware General Corporation Law, shall not be made by deferred payment.

(iii) Vesting. Shares of Common Stock acquired under the restricted stock purchase agreement may, but need not, be subject to a share repurchase option in favor of the Company in accordance with a vesting schedule to be determined by the Board.

(iv) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company may repurchase or otherwise reacquire any or all of the shares of Common Stock held by the Participant which have not vested as of the date of termination under the terms of the restricted stock purchase agreement.

(v) Transferability. Rights to acquire shares of Common Stock under the restricted stock purchase agreement shall be transferable by the Participant only upon such terms and conditions as are set forth in the restricted stock purchase agreement, as the Board shall determine in its discretion, so long as Common Stock awarded under the restricted stock purchase agreement remains subject to the terms of the restricted stock purchase agreement.

8. COVENANTS OF THE COMPANY.

(a) Availability of Shares. During the terms of the Stock Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Stock Awards.

(b) Securities Law Compliance. The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise of the Stock Awards; provided, however, that this undertaking shall not require the Company to register under the Securities Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Stock Awards unless and until such authority is obtained.

9. USE OF PROCEEDS FROM STOCK.

Proceeds from the sale of Common Stock pursuant to Stock Awards shall constitute general funds of the Company.

10. MISCELLANEOUS.

(a) Acceleration of Exercisability and Vesting. The Board shall have the power to accelerate the time at which a Stock Award may first be exercised or the time during which a Stock Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Stock Award stating the time at which it may first be exercised or the time during which it will vest.

 

   -8-    2006 Equity Incentive Plan


(b) Shareholder Rights. No Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to such Stock Award unless and until such Participant has satisfied all requirements for exercise of the Stock Award pursuant to its terms.

(c) No Employment or other Service Rights. Nothing in the Plan or any instrument executed or Stock Award granted pursuant thereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Stock Award was granted or shall affect the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.

(d) Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any Stock Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Stock Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock subject to the Stock Award for the Participant’s own account and not with any present intention of selling or otherwise distributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (1) the issuance of the shares of Common Stock upon the exercise or acquisition of Common Stock under the Stock Award has been registered under a then currently effective registration statement under the Securities Act or (2) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock.

(e) Withholding Obligations. To the extent provided by the terms of a Stock Award Agreement, the Participant may satisfy any federal, state or local tax withholding obligation relating to the exercise or acquisition of Common Stock under a Stock Award by any of the following means (in addition to the Company’s right to withhold from any compensation paid to the Participant by the Company) or by a combination of such means: (i) tendering a cash payment; (ii) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the exercise or acquisition of Common Stock under the Stock Award, provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (iii) delivering to the Company owned and unencumbered shares of Common Stock.

(f) Section 409A. The Plan and Stock Awards granted thereunder are intended to be exempt from the requirements of Section 409A of the Code (“Section 409A”) to the maximum extent possible. To the extent Section 409A is applicable to the Plan or any Stock Award, it is intended that the Plan and any Stock Awards comply with the deferral, payout, plan termination and other limitations and restrictions imposed under Section 409A. Notwithstanding any other provision of the Plan or any Stock Award to the contrary, the Plan and any Stock Award shall be interpreted, operated and administered in a manner consistent with such intentions; provided, however, that the Company and the Board make no representations that Stock Awards shall be exempt from or comply with Section 409A and make no undertaking to preclude Section 409A from applying to Stock Awards. Without limiting the generality of

 

   -9-    2006 Equity Incentive Plan


the foregoing, and notwithstanding any other provision of the Plan or any Stock Award to the contrary, with respect to any payments and benefits under the Plan or any Stock Award to which Section 409A applies, all references in the Plan or any Stock Award to the termination of a Participant’s employment or service are intended to mean the Participant’s “separation from service,” within the meaning of Section 409A(a)(2)(A)(i) to the extent necessary to avoid subjecting the Participant to the imposition of any additional tax under Section 409A. In addition, if the Participant is a “specified employee,” within the meaning of Section 409A, then to the extent necessary to avoid subjecting the Participant to the imposition of any additional tax under Section 409A, amounts that would otherwise be payable under the Plan or any Stock Award granted under the Plan during the six (6)-month period immediately following the Participant’s “separation from service,” within the meaning of Section 409A(a)(2)(A)(i), shall not be paid to the Participant during such period, but shall instead be accumulated and paid to the Participant (or, in the event of the Participant’s death, the Participant’s estate) in a lump sum on the first business day after the earlier of the date that is six (6) months following the Participant’s separation from service or the Participant’s death. Notwithstanding any other provision of the Plan to the contrary, the Board, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify the Plan and any Stock Award so that the Stock Award qualifies for exemption from or complies with Section 409A.

(g) California Appendix Provisions. To the extent required by applicable law, Participants who are residents of the State of California shall be subject to the additional terms and conditions set forth in Appendix A to the Plan until such time as the Common Stock becomes a “listed security” under the Securities Act.

11. ADJUSTMENTS UPON CHANGES IN STOCK.

(a) Capitalization Adjustments. If any change is made in the Common Stock subject to the Plan, or subject to any Stock Award, without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company), the Plan will be appropriately adjusted in the class(es) and maximum number of securities subject to the Plan pursuant to subsection 4(a), and the outstanding Stock Awards will be appropriately adjusted in the class(es) and number of securities and price per share of Common Stock subject to such outstanding Stock Awards. The Board shall make such adjustments, and its determination shall be final, binding and conclusive. (The conversion of any convertible securities of the Company shall not be treated as a transaction “without receipt of consideration” by the Company.)

(b) Dissolution or Liquidation. In the event of a dissolution or liquidation of the Company, then all outstanding Stock Awards shall terminate immediately prior to such event.

(c) Asset Sale, Merger, Consolidation or Reverse Merger. In the event of (i) a sale, lease or other disposition of all or substantially all of the assets of the Company, (ii) a merger or consolidation in which the Company is not the surviving corporation or (iii) a reverse merger in which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise (individually, a “Corporate Transaction”), then with respect to Stock Awards outstanding under the Plan and held by Participants whose Continuous Service has not terminated, the vesting of such Stock Awards (and, if applicable, the time during which such Stock Awards may be exercised) shall be accelerated by an amount of time equal to the vesting period prior to the date of the Corporate Transaction (e.g., if a Stock Award is otherwise vested by 16 months, upon a Corporate Transaction, that Stock Award will be deemed vested 32 months) whether or not any surviving corporation or acquiring corporation assumes any Stock Awards outstanding under the Plan or substitutes similar stock awards (including an award to

 

   -10-    2006 Equity Incentive Plan


acquire the same consideration paid to the shareholders in the Corporate Transaction) for those Stock Awards outstanding under the Plan. If the surviving corporation or acquiring corporation does not assume such Stock Awards, the Stock Awards shall terminate if not exercised (if applicable) at or prior to the Corporate Transaction and, with respect to any other Stock Awards outstanding under the Plan, such Stock Awards shall terminate if not exercised (if applicable) prior to the Corporate Transaction.

12. AMENDMENT OF THE PLAN AND STOCK AWARDS.

(a) Amendment of Plan. The Board at any time, and from time to time, may amend the Plan. However, except as provided in Section 11 relating to adjustments upon changes in Common Stock, no amendment shall be effective unless approved by the shareholders of the Company to the extent shareholder approval is necessary to satisfy the requirements of Section 422 of the Code.

(b) Shareholder Approval. The Board may, in its sole discretion, submit any other amendment to the Plan for shareholder approval, including, but not limited to, amendments to the Plan intended to satisfy the requirements of Section 162(m) of the Code and the regulations thereunder regarding the exclusion of performance-based compensation from the limit on corporate deductibility of compensation paid to certain executive officers.

(c) Contemplated Amendments. It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable to provide eligible Employees with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating to Incentive Stock Options and/or to bring the Plan and/or Incentive Stock Options granted under it into compliance therewith.

(d) No Impairment of Rights. Rights under any Stock Award granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless (i) the Company requests the consent of the Participant and (ii) the Participant consents in writing.

(e) Amendment of Stock Awards. The Board at any time, and from time to time, may amend the terms of any one or more Stock Awards; provided, however, subject to subsection 10(f), that the rights under any Stock Award shall not be impaired by any such amendment unless (i) the Company requests the consent of the Participant and (ii) the Participant consents in writing.

13. TERMINATION OR SUSPENSION OF THE PLAN.

(a) Plan Term. The Plan shall have no fixed expiration date; however, the Board may suspend or terminate the Plan at any time. Notwithstanding the foregoing, Incentive Stock Options may not be granted under the Plan more than ten (10) years after the date the Plan (or any amendment to the Plan that constitutes the adoption of a new plan for purposes of Section 422 of the Code) is adopted by the Board or approved by the shareholders of the Company, whichever is earlier. No Stock Awards may be granted under the Plan while the Plan is suspended or after it is terminated. No Stock Awards may be granted under the Plan after the Listing Date.

(b) No Impairment of Rights. Suspension or termination of the Plan shall not impair rights and obligations under any Stock Award granted while the Plan is in effect except with the written consent of the Participant.

 

   -11-    2006 Equity Incentive Plan


14. EFFECTIVE DATE OF PLAN.

The Plan shall become effective as determined by the Board, but no Stock Award shall be exercised (or, in the case of a stock bonus, shall be granted) unless and until the Plan has been approved by the shareholders of the Company, which approval shall be within twelve (12) months before or after the date the Plan is adopted by the Board.

15. CHOICE OF LAW.

The law of the State of Washington shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to such state’s conflict of laws rules.

 

   -12-    2006 Equity Incentive Plan


APPENDIX A

TO THE AVALARA, INC.

2006 EQUITY INCENTIVE PLAN

(For California Residents Only)

This Appendix A to the Avalara, Inc. 2006 Equity Incentive Plan (the “Plan”) shall have application only to Participants who are residents of the State of California. Capitalized terms contained herein shall have the same meanings given to them in the Plan, unless otherwise provided in this Appendix. Notwithstanding any other provision of the Plan to the contrary and to the extent required by applicable law, the following terms and conditions shall apply to all Stock Awards granted to residents of the State of California, until such time as the Common Stock becomes a listed securityunder the Securities Act:

1. An Option shall have a term of not more than ten (10) years from the date it was granted.

2. Stock Awards shall be nontransferable other than by will or the laws of descent and distribution. Notwithstanding the foregoing, and to the extent permitted by Section 422 of the Code with respect to Incentive Stock Options, the Board, in its discretion, may permit transfer of a Stock Award to a revocable trust or as otherwise permitted by Rule 701 of the Securities Act.

3. Unless employment or services are terminated for cause, the right to exercise an Option in the event a Participant’s Continuous Service terminates, to the extent that the Participant is otherwise entitled to exercise an Option on the date of such termination of Continuous Service, shall be for:

(a) at least six (6) months from the date a Participant’s Continuous Service terminates if termination was caused by death or Disability; and

(b) at least thirty (30) days from the date a Participant’s Continuous Service terminates if termination was caused by other than death or Disability;

(c) but in no event later than the expiration of the term of the Option.

4. No Stock Award may be granted to a resident of California more than ten (10) years after the earlier of the date the Board adopts the Plan and the date the shareholders of the Company approve the Plan.

5. Shareholders of the Company must approve the Plan by the later of (a) within 12 months before or after the Plan is adopted by the Board and (b) (i) with respect to Options, prior to or within twelve (12) months of the grant of an Option under the Plan to a resident of the State of California, and (ii) with respect to Stock Awards other than Options, prior to the issuance of such Stock Awards to a resident of the State of California. Any Option exercised by a California resident or shares issued under a Stock Award to a California resident shall be rescinded if shareholder approval is not obtained in the foregoing manner. Shares subject to such Stock Awards shall not be counted in determining whether such approval is obtained.

6. To the extent required by applicable law, the Company shall provide annual financial statements of the Company to each California resident holding an outstanding Stock Award under the Plan. Such financial statements need not be audited and need not be issued to key persons whose duties at the Company assure them access to equivalent information.

 

      2006 Equity Incentive Plan


PLAN HISTORY
March 15, 2006    Board adopts the Plan, with an initial reserve of 360,000 shares.
June 1, 2006    Shareholders approve the Plan, with an initial reserve of 360,000 shares.
July 16, 2007    Board approves a 240,000 increase in the share reserve pool, for an aggregate reserve of 600,000 shares.
August 23, 2007    Shareholders approve a 240,000 increase in the share reserve pool, for an aggregate reserve of 600,000 shares.
January 11, 2008    Board approves a 2,014,558 increase in the share reserve pool, for an aggregate reserve of 2,614,558 shares.
March 23, 2008    Shareholders approve a 2,014,558 increase in the share reserve pool, for an aggregate reserve of 2,614,558 shares.
June 22, 2009    Board approves a 1,780,000 increase in the share reserve pool, for an aggregate reserve of 4,394,558 shares.
May 14, 2010    Shareholders approve a 1,780,000 increase in the share reserve pool, for an aggregate reserve of 4,394,558 shares.
November 2, 2010    Board approves a 3,000,000 increase in the share reserve pool, for an aggregate reserve of 7,394,558 shares.
November 5, 2010    Shareholders approve a 3,000,000 increase in the share reserve pool, for an aggregate reserve of 7,394,558 shares.
February 18, 2011    Board approves an amendment to Section 11(c) regarding acceleration in connection with a Corporate Transaction. Section 11(c) is restated in its entirety as follows:
   11(c) Asset Sale, Merger, Consolidation or Reverse Merger. In the event of (i) a sale, lease or other disposition of all or substantially all of the assets of the Company, (ii) a merger or consolidation in which the Company is not the surviving corporation or (iii) a reverse merger in which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise (individually, a “Corporate Transaction”), then with respect to Stock Awards outstanding under the Plan and held by Participants whose Continuous Service has not terminated, the vesting of such Stock Awards (and, if applicable, the time during which such Stock Awards may be exercised) shall be accelerated by an amount of time equal to the vesting period prior to the date of the Corporate Transaction (e.g., if a Stock Award is otherwise vested by 16 months, upon a Corporate Transaction, that Stock Award will be deemed vested 32 months) whether or not any surviving corporation or acquiring corporation assumes any Stock Awards outstanding under the Plan or substitutes similar stock awards (including an award to acquire the same


   consideration paid to the shareholders in the Corporate Transaction) for those Stock Awards outstanding under the Plan. If the surviving corporation or acquiring corporation does not assume such Stock Awards, the Stock Awards shall terminate if not exercised (if applicable) at or prior to the Corporate Transaction and, with respect to any other Stock Awards outstanding under the Plan, such Stock Awards shall terminate if not exercised (if applicable) prior to the Corporate Transaction.
March 28, 2011    Board approves a 1,000,000 increase in the share reserve pool, for an aggregate reserve of 8,394,558 shares.
April 14, 2011    Shareholders approve a 1,000,000 increase in the share reserve pool, for an aggregate reserve of 8,394,558 shares.
June 18, 2012    Board and shareholders approve a 3,324,000 increase in the share reserve pool, for an aggregate reserve of 11,718,558 shares.
August 13, 2013    Board approves a 1,318,070 increase in the share reserve pool, for an aggregate reserve of 13,036,628 shares.
August 23, 2013    Shareholders approve a 1,318,070 increase in the share reserve pool, for an aggregate reserve of 13,036,628 shares.
February 12, 2014    Board and shareholders approve a 3,362,934 increase in the share reserve pool, for an aggregate reserve of 16,399,562 shares.
May 20, 2014    Board approves a 2,500,000 increase in the share reserve pool, for an aggregate reserve of 18,899,562 shares.
May 30, 2014    Shareholders approve a 2,500,000 increase in the share reserve pool, for an aggregate reserve of 18,899,562 shares.
April 28, 2015    Board approves the amendment and restatement of the Plan in its entirety, including (i) a 7,000,000 increase in the share reserve pool, for an aggregate reserve of 25,899,562 shares, and (ii) various other updates.
January 26, 2016    Shareholders approve the amendment and restatement of the Plan in its entirety, including (i) a 7,000,000 increase in the share reserve pool, for an aggregate reserve of 25,899,562 shares, and (ii) various other updates.
June 16, 2016    Compensation and Leadership Development Committee approves a 2,000,000 increase in the share reserve pool, for an aggregate reserve of 27,899,562 shares, and the restatement of the Plan, as amended.
September 9, 2016    Shareholders approve a 2,000,000 increase in the share reserve pool, for an aggregate reserve of 27,899,562 shares.
August 15, 2017    Board approves a 5,243,934 increase in the share reserve pool, for an aggregate reserve of 33,143,496 shares, and the restatement of the Plan, as amended.

 

-2-


AVALARA, INC.

GLOBAL STOCK OPTION GRANT NOTICE

(2006 EQUITY INCENTIVE PLAN)

Avalara, Inc. (the “Company”), pursuant to its 2006 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder (identified below) an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all the terms and conditions set forth herein and in the Global Stock Option Agreement, including any Country-Specific Terms and Conditions for Optionholder’s country attached thereto as Appendix A (together, the “Agreement”), and the Plan, all of which are incorporated herein in their entirety. Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Agreement and the Plan.

 

Optionholder:     
Grant Date:     
Vesting Commencement Date:     
Number of Shares Subject to Option:     
Exercise Price Per Share:     
Total Exercise Price:     
Expiration Date:     
Type of Grant:    ☐ Nonstatutory Option ☐ Incentive Stock Option1
Vesting Schedule:     

Additional Terms/Acknowledgments:

1. The undersigned Optionholder acknowledges receipt of, and understands and agrees to, this Global Stock Option Grant Notice, the Agreement and the Plan. Optionholder further acknowledges that as of the Grant Date, this Global Stock Option Grant Notice, the Agreement and the Plan set forth the entire understanding between Optionholder and the Company regarding the acquisition of stock in the Company and supersede all prior oral and written agreements on that subject with the exception of (i) options previously granted and delivered to Optionholder under the Plan and (ii) the following agreements only:

 

OTHER AGREEMENTS:     
    

2. Electronic Transmission for Shareholder Notices. By providing Optionholder’s email address below, if and when Optionholder exercises this option with respect to any of the shares of Common Stock, Optionholder hereby consents to receive electronically transmitted notices for any and all purposes under the Washington Business Corporation Act at the email address provided or as subsequently modified by written notice. Unless otherwise required by law, such electronic notice, if sent during normal business hours of the recipient, will be effective on the next business day.

 

1  If this is an Incentive Stock Option, it (plus Optionholder’s other outstanding incentive stock options) cannot be first exercisable for more than $100,000 in any calendar year. Any excess over $100,000 is a nonstatutory stock option.


3. Exercise Price. The exercise price per share of this option represents an amount the Company believes to be no less than the Fair Market Value of a share of Common Stock as of the Grant Date, determined in good faith in compliance with the requirements of Section 409A of the U.S. Internal Revenue Code. There is no guarantee that the U.S. Internal Revenue Service (“IRS”) or any relevant tax authorities outside the United States will agree with the Company’s determination. A subsequent determination by the IRS or a relevant tax authority outside the United States that the exercise price is less than such Fair Market Value could result in adverse tax consequences to Optionholder. By signing below, Optionholder agrees that the Company, its directors, officers and shareholders shall not be held liable for any tax, penalty, interest or cost incurred by Optionholder as a result of such determination. Optionholder is urged to consult with his or her own tax adviser regarding the tax consequences of the option, including the application of Section 409A (for U.S. taxpayers).

 

AVALARA, INC.     OPTIONHOLDER:
By:          
Name:        
Title:        
Date:         Date:    
Address:     Address:

100 Ravine Lane N.E., Suite 220

Bainbridge Island, WA 98110

     
     
      Email:    

ATTACHMENTS: Global Stock Option Agreement and 2006 Equity Incentive Plan


AVALARA, INC.

2006 EQUITY INCENTIVE PLAN

GLOBAL STOCK OPTION AGREEMENT

(INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)

Pursuant to your Global Stock Option Grant Notice (“Grant Notice”) and this Global Stock Option Agreement, including any Country-Specific Terms and Conditions for your country attached hereto as Appendix A (collectively, this “Stock Option Agreement”), Avalara, Inc. (the “Company”) has granted you an option under its 2006 Equity Incentive Plan, as amended and restated (the “Plan”), to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

The details of your option are as follows:

1. VESTING AND EXERCISABILITY. Subject to the limitations contained herein, your option will vest and become exercisable as provided in your Grant Notice, provided that vesting will cease upon the termination of your Continuous Service.

2. NUMBER OF SHARES AND EXERCISE PRICE. The number of shares of Common Stock subject to your option and your exercise price per share referenced in your Grant Notice may be adjusted from time to time for adjustments in the capitalization of the Company, as provided in Section 11(a) of the Plan.

3. NO EXERCISE PRIOR TO VESTING. An Optionholder shall not be permitted to exercise any nonvested portion of an option.

4. METHOD OF PAYMENT. Payment of the exercise price is due in full upon exercise of all or any part of your option. You may elect to make payment of the exercise price in cash or by check or in any other manner permitted by the Company, which may include one or more of the following:

(a) By Regulation T Program. If at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either (i) the receipt of cash (or check) by the Company or (ii) the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds.

(b) By Exchange. If at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal, by delivery of already-owned shares of Common Stock either that you have held for the period required to avoid a charge to the Company’s reported earnings (generally six months) or that you did not acquire, directly or indirectly from the Company, that are owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of exercise. “Delivery” for these purposes shall include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the Company. The use of this method of payment requires the Company’s prior approval. Notwithstanding the foregoing, you may not exercise your option by tender to the Company of Common Stock to the extent such tender would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock.


(c) By Cashless Exercise. By delivery of a request to convert an option, in whole or in part, into that number of shares of Common Stock equal to the quotient obtained by dividing [(A - B)(X)] by (A), where: A= the Fair Market Value of one share of Common Stock on the date of exercise of the option; B = the exercise price for one share of Common Stock under the option; and X = the number of shares of Common Stock being surrendered pursuant to an executed notice of exercise (in a form designated by the Company). If the above calculation results in a negative number, then no shares of Common Stock shall be issued or issuable upon conversion of the option. The use of this method of payment requires the Company’s prior approval.

(d) By Deferred Payment. Pursuant to the following deferred payment alternative; provided, however, that the use of this method of payment requires the Company’s prior approval:

(i) Not less than one hundred percent (100%) of the aggregate exercise price, plus accrued interest, shall be due four (4) years from date of exercise or, at the Company’s election, upon termination of your Continuous Service.

(ii) Interest shall be compounded at least annually and shall be charged at the market rate of interest necessary to avoid a charge to earnings for financial accounting purposes.

(iii) At any time that the Company is incorporated in Delaware or any other state with a similar par value payment requirement, payment of the Common Stock’s “par value,” as defined in the Delaware General Corporation Law, shall be made in cash and not by deferred payment.

(iv) In order to elect the deferred payment alternative, you must, as a part of your written notice of exercise, give notice of the election of this payment alternative and, in order to secure the payment of the deferred exercise price to the Company hereunder, if the Company so requests, you must tender to the Company a promissory note and a security agreement covering the purchased shares of Common Stock, both in form and substance satisfactory to the Company, or such other or additional documentation as the Company may request.

5. WHOLE SHARES. You may exercise your option only for whole shares of Common Stock.

6. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary contained herein, you may not exercise your option unless the shares of Common Stock issuable upon such exercise are then registered under the Securities Act or, if such shares of Common Stock are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of your option must also comply with other applicable laws and regulations governing your option, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with such laws and regulations.

7. TERM. You may not exercise your option before the commencement of its term or after its term expires. The term of your option commences on the date of grant specified in the Grant Notice (the “Grant Date”) and expires upon the earliest of the following:

(a) Ninety (90) days after the termination of your Continuous Service for any reason other than your Disability or death, provided that if during any part of such 90-day period your option is not exercisable solely because of the condition set forth in the preceding paragraph relating to “Securities Law Compliance,” your option shall not expire until the earlier of the Expiration Date or until it shall have been exercisable for an aggregate period of 90 days after the termination of your Continuous Service;


(b) twelve (12) months after the termination of your Continuous Service due to your Disability;

(c) eighteen (18) months after your death if you die either during your Continuous Service or within 90 days after your Continuous Service terminates; or

(d) the Expiration Date indicated in your Grant Notice.

For purposes of the option, your Continuous Service will be considered terminated as of the date you are no longer actively providing services to the Company or an Affiliate (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and unless otherwise expressly provided in this Stock Option Agreement or determined by the Company, (i) your right to vest in the option under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., your period of Continuous Service would not include any contractual notice period or any period of” garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); and (ii) the period (if any) during which you may exercise the option after such termination of your Continuous Service will commence on the date you cease to actively provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where you are employed or terms of your employment agreement, if any; the Company shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your option (including whether you may still be considered to be providing services while on a leave of absence).

If you are U.S. taxpayer and your option is an Incentive Stock Option, note that, to obtain the U.S. federal income tax advantages associated with an “incentive stock option,” the Code requires that at all times beginning on the Grant Date of your option and ending on the day three (3) months before the date of your option’s exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or Disability. The Company has provided for extended exercisability of your option under certain circumstances for your benefit, but cannot guarantee that your option will necessarily be treated as an “incentive stock option” if you continue to provide services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three (3) months after the date your employment terminates.

8. EXERCISE.

(a) You may exercise the vested and exercisable portion of your option during its term by delivering a notice of exercise (in a form designated by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then require. In the event your option does not become exercisable during its term, it will automatically expire at the expiration of its term without having become exercisable.

(b) By exercising your option you agree that, as a condition to any exercise of your option, the Company may require you to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (1) the exercise of your option, (2) the lapse of any substantial risk of forfeiture to which the shares of Common Stock are subject at the time of exercise, or (3) the disposition of shares of Common Stock acquired upon such exercise.


(c) If your option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company in writing within fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option that occurs within two (2) years after the date of your option grant or within one (1) year after such shares of Common Stock are transferred upon exercise of your option.

(d) By exercising your option you agree that the Company (or a representative of the underwriter(s)) may, in connection with the first underwritten registration of the offering of any securities of the Company under the Securities Act, require that you not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any shares of Common Stock or other securities of the Company held by you, for a period of time specified by the underwriter(s) (not to exceed one hundred eighty (180) days or such longer period requested by the underwriter(s) to comply with FINRA rules) following the effective date of the registration statement of the Company filed under the Securities Act. You further agree to execute and deliver such other agreements as may be reasonably requested by the Company and/or the underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to your shares of Common Stock until the end of such period. The underwriters of the Company’s stock are intended third party beneficiaries of this Section 8(d) and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

9. TRANSFERABILITY. Your option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you.

10. RIGHT OF FIRST REFUSAL. The shares of Common Stock you acquire pursuant to the exercise of your option are subject to the right of first refusal set forth in the Plan.

11. RIGHT OF REPURCHASE. The shares of Common Stock you acquire pursuant to the exercise of your option are subject to the right of repurchase set forth in the Plan.

12. OPTION NOT A SERVICE CONTRACT. Your option is not an employment or service contract, and nothing in your option shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment. In addition, nothing in your option shall obligate the Company or an Affiliate, their respective shareholders, Boards of Directors, Officers or Employees to continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate.

13. TAX CONSEQUENCES. You acknowledge that, regardless of any action taken by the Company or, if different, your employer (the Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (I) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the option, including, but not limited to, the grant, vesting or exercise of the option, the subsequent sale of shares of Common Stock acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the option to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.


14. WITHHOLDING OBLIGATIONS.

(a) Prior to the relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for all applicable Tax-Related Items withholding obligations of the Company or the Employer, if any, which arise in connection with your option.

(b) Subject to compliance with any applicable conditions or restrictions of law, the Company may withhold from shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of Tax-Related Items required to be withheld by law. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, you are deemed to have been issued the full number of shares of Common Stock subject to the exercised portion of your option, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility

(c) You may not exercise your option unless the Tax-Related Items withholding obligations of the Company and/or the Employer are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested and exercisable, and the Company shall have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein.

15. NATURE OF GRANT. In accepting this option, you acknowledge, understand and agree that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

(b) the grant of this option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted in the past;

(c) all decisions with respect to future options or other grants, if any, will be at the sole discretion of the Company;

(d) you are voluntarily participating in the Plan;

(e) unless otherwise agreed with the Company, this option and the shares of Common Stock subject to this option, and the income and value of same, are not granted as consideration for, or in connection with the service you may provide as a director of a subsidiary of the Company;

(f) this option and the shares of Common Stock subject to this option are not intended to replace any pension rights or compensation;


(g) this option and the shares of Common Stock subject to this option, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;

(h) the future value of the shares of Common Stock underlying this option is unknown, indeterminable and cannot be predicted with certainty;

(i) if the shares of Common Stock underlying this option do not increase in value, this option will have no value;

(j) if you exercise this option and acquire shares of Common Stock, the value of the shares of Common Stock may increase or decrease in value, including below the option exercise price;

(k) no claim or entitlement to compensation or damages shall arise from forfeiture of this option resulting (i) from the termination of your Continuous Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are providing services or the terms of your employment agreement, if any) or (ii) from expiration of this option prior to its becoming exercisable; and

(l) neither the Employer, the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of this option or of any amounts due to you pursuant to exercise of this option or the subsequent sale of any shares of Common Stock acquired upon exercise.

16. NO ADVICE REGARDING GRANT. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of shares underlying this option. You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.

17. DATA PRIVACY. You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Stock Option Agreement and any other option grant materials by and among, as applicable, the Employer, the Company and any Affiliate for the exclusive purpose of implementing, administering and managing your participation in the Plan.

You understand that the Company and the Employer may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, email address, social insurance number, passport or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.

You understand that Data will be transferred to E*TRADE Financial Corporate Services, Inc., or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. You understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country. You understand that, if you reside outside the United States, you may request a list


with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the Company, E*TRADE Financial Corporate Services, Inc., and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that, if you reside outside the United States, you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your service and career with the Employer will not be affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to grant you options or other equity awards or administer or maintain such awards. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.

18. GOVERNING LAW; VENUE. The validity, construction and effect of this Stock Option Agreement, and of any determinations or decisions made by the Company relating to this Agreement, and the rights of any and all persons having or claiming to have any interest under this Stock Option Agreement, shall be determined exclusively in accordance with the laws of the State of Washington, without regard to its provisions concerning the applicability of laws of other jurisdictions. As a condition of this Stock Option Agreement, you agree that you will not bring any action arising under, as a result of, pursuant to or relating to, this Stock Option Agreement in any court other than a federal or state court in the State of Washington, and you hereby agree and submit to the personal jurisdiction of any federal or state court located in the State of Washington. You further agree that you will not deny or attempt to defeat such personal jurisdiction or object to venue by motion or other request for leave from any such court.

19. NOTICES. Any notices provided for in your option or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company.

20. GOVERNING PLAN DOCUMENT. Your option is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your option, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of your option and those of the Plan, the provisions of the Plan shall control.

21. ISO EXERCISE LIMITATION. If you are U.S. taxpayer and your option is an Incentive Stock Option, the following provisions shall apply:

(a) The aggregate Fair Market Value of the shares of Common Stock with respect to which you may exercise your option for the first time during any calendar year, when added to the aggregate Fair Market Value of the shares of Common Stock subject to any other options designated as Incentive Stock Options and granted to you under any stock option plan of the Company or an Affiliate prior to the Grant Date with respect to which such options are exercisable for the first time during the


same calendar year, shall not exceed $100,000 (the “ISO Exercise Limitation”) unless applicable law requires that your option be exercisable sooner.1

(b) Your option shall be deemed a Nonstatutory Stock Option to the extent of the number of vested shares of Common Stock subject to your option otherwise exceed the ISO Exercise Limitation.

(c) The ISO Exercise Limitation shall terminate, and you may fully exercise your option, as to all shares of Common Stock subject to your option for which your option would have been exercisable in the absence of the ISO Exercise Limitation upon the earlier of the following events:

(i) the date of termination of your Continuous Service,

(ii) the day immediately prior to the effective date of a Corporate Transaction described in subsection 11(c) the Plan in which your option is not assumed or substituted for as provided in the Plan, or

(iii) the day that is ten (10) days prior to the Expiration Date of your option.

22. LANGUAGE. If you have received this Stock Option Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

23. SEVERABILITY. The provisions of this Stock Option Agreement are severable and if any one or more provisions is determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

24. ELECTRONIC DELIVERY AND ACCEPTANCE. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

25. APPENDIX FOR NON-U.S. OPTIONHOLDERS. Notwithstanding any provisions in this Stock Option Agreement, if you reside and/or work outside the United States you shall be subject to any Country-Specific Terms and Conditions for your country attached hereto as Appendix A. If you relocate to or between any of the countries included in Appendix A, the special terms and conditions for such country will apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Appendix A constitutes part of this Stock Option Agreement.

26. IMPOSITION OF OTHER REQUIREMENTS. The Company reserves the right to impose other requirements on your participation in the Plan, on this option and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

 

 

1  For purposes of this provision, your options designated as Incentive Stock Options shall be taken into account in the order in which they were granted to you, and the Fair Market Value of shares of Common Stock shall be determined as of the time the option with respect to such shares of Common Stock is granted. If Section 422 of the Code is amended to provide for a different limitation from that set forth in this provision, the ISO Exercise Limitation shall be deemed amended effective as of the date required or permitted by such amendment to the Code.


27. WAIVER. You acknowledge that a waiver by the Company of breach of any provision of this Stock Option Agreement shall not operate or be construed as a waiver of any other provision of this Stock Option Agreement, or of any subsequent breach by you or any other Optionholder.

28. FOREIGN ASSET/ACCOUNT, EXCHANGE CONTROL AND TAX REPORTING. Your country may have certain foreign asset/account, exchange control and/or tax reporting requirements, which may affect your ability to acquire or hold shares of Common Stock under the Plan or cash received from participating in the Plan (including from any sale proceeds arising from the sale of shares of Common Stock) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate the sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker and/or within a certain time after receipt. You acknowledge that it is your responsibility to be compliant with such regulations and you should consult your personal legal advisor for any details.

29. INSIDER TRADING RESTRICTIONS/MARKET ABUSE LAWS. You acknowledge that you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to acquire or sell shares of Common Stock or rights to shares of Common Stock (e.g., options) under the Plan during such times as you are considered to have “inside information” regarding the Company (as defined by the laws in your country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. You are responsible for ensuring compliance with any applicable restrictions and are advised to consult your personal legal advisor on this matter.


APPENDIX A

AVALARA, INC.

2006 EQUITY INCENTIVE PLAN

GLOBAL STOCK OPTION AGREEMENT

COUNTRY-SPECIFIC TERMS AND CONDITIONS

Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in your Stock Option Grant Notice, the Stock Option Agreement and the Plan.

Terms and Conditions

This Appendix A includes additional terms and conditions that govern the option if you reside and/or work in one of the countries listed below. If you are a citizen or resident of a country (or are considered as such for local law purposes) other than the one in which you are currently residing and/or working or if you move to another country after receiving the grant of the options, the Company will, in its discretion, determine the extent to which the terms and conditions herein will be applicable to you.

Notifications

This Appendix A also includes information regarding exchange controls and certain other issues of which you should be aware with respect to your participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of August 2014. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not rely on the information in this Appendix A as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date at the time that you exercise the option or sell shares of Common Stock acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to your particular situation and the Company is not in a position to assure you of a particular result. Accordingly, you are advised to seek appropriate professional advice as to how the relevant laws in your country may apply to your situation.

If you are a citizen or resident of a country other than the one in which you are currently residing and/or working (or if you are considered as such for local law purposes) or if you move to another country after receiving the grant of the options, the information contained herein may not be applicable to you in the same manner.

BRAZIL

Terms and Conditions

COMPLIANCE WITH LAW. You must comply with applicable Brazilian laws and are responsible for paying any and all applicable taxes associated with the exercise of this option and the sale of shares of Common Stock acquired under the Plan.

LABOR LAW POLICY AND ACKNOWLEDGMENT. By accepting this option, you agree that (i) you are making an investment decision, (ii) the shares of Common Stock will be issued to you only if the vesting conditions are met and any necessary services are rendered by you over the vesting period and (iii) the value of the underlying shares of Common Stock is not fixed and may increase or decrease in value over the vesting period without compensation to you.


TAX ON FINANCIAL TRANSACTIONS (IOF). You acknowledge that the transfer of funds to the United States of America and the conversion of such amounts from BRL to USD will be subject to the Tax on Financial Transactions. You also understand that if you repatriate amounts from the sale of shares of Common Stock you also may be subject to a Tax on Financial Transactions when funds are converted from USD to BRL.

Notifications

EXCHANGE CONTROL INFORMATION. If you are resident or domiciled in Brazil, you will be required to submit an annual declaration of assets and rights held outside of Brazil, including any shares of Common Stock acquired under the Plan, to the Central Bank of Brazil if the aggregate value of such assets and rights equals or exceeds US$100,000. More frequent reporting is required if the aggregate value of such assets and rights exceeds US$100,000,000. Foreign individuals holding Brazilian visas are considered Brazilian residents for purposes of this reporting requirement and must declare at least the assets held abroad that were acquired subsequent to the date of admittance as a resident of Brazil.

CANADA

Terms and Conditions

METHOD OF PAYMENT; WITHHOLDING OBLIGATIONS. This provision supplements Sections 4 and 14 of the Stock Option Agreement:

Notwithstanding anything to the contrary in the Plan or the Stock Option Agreement, you will not be permitted to pay the exercise price or any Tax-Related Items by delivery to the Company, or attestation to the Company of ownership, of other shares of Common Stock, or by using a “net exercise” arrangement.

TERMINATION OF SERVICE. This provision replaces the sixth paragraph of Section 7 of the Stock Option Agreement:

For purposes of the option, your Continuous Service will be considered terminated as of the date that is the earlier of: (a) the date you receive notice of termination of employment, or (b) the date you are no longer actively employed or actively providing services to the Company or any Affiliate, regardless of any notice period or period of pay in lieu of such notice required under local law (“Notice Period’’) (including, but not limited to statutory law, regulatory law and/or common law), and unless otherwise expressly provided in this Stock Option Agreement or determined by the Company, (i) your right to vest in the option under the Plan, if any, will terminate as of such date and will not be extended by any Notice Period; and (ii) the period (if any) during which you may exercise the option after such termination of your Continuous Service will commence on the date you cease to actively provide services and will not be extended by any Notice Period. The Company shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your option (including whether you may still be considered to be providing services while on a leave of absence).


The following provisions will apply if the Optionholder is a resident of Quebec:

LANGUAGE CONSENT. You and the Company acknowledge that it is your express wish that the Stock Option Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

CONSENTEMENT RELATIF A LA LANGUE UTILISEE. Les parties reconnaissent avoir exigé la rédaction en anglais de la présente convention («Stock Option Agreement »), ainsi que de tous documents exécutés, avis donnés et procédures judiciaires intentées en vertu de ou liés directement ou indirectement à la présente convention («Stock Option Agreement »).

DATA PRIVACY. This provision supplements Section 17 of the Stock Option Agreement:

You hereby authorize the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. You further authorize the Company, any Affiliate and E*TRADE Financial Corporate Services, Inc. to disclose and discuss the Plan with their advisors. You further authorize the Company, any Affiliate and E*TRADE Financial Corporate Services, Inc. to record such information and to keep such information in your employee file.

Notifications

FOREIGN ASSET / ACCOUNT REPORTING NOTIFICATION. Canadian residents are required to report to the tax authorities any foreign property held outside of Canada (including options and shares of Common Stock acquired under the Plan) annually on form T1135 (Foreign Income Verification Statement) if the total value of the foreign property exceeds C$100,000 at any time during the year. Thus, if the C$100,000 cost threshold is exceeded by other foreign property held, options must be reported (generally at a nil cost). For purposes of such reporting, shares of Common Stock acquired under the Plan may be reported at their adjusted cost bases (“ACB”). The ACB of a share of Common Stock is generally equal to the fair market value of such share at the time of acquisition; however, if you own other shares of Common Stock (e.g., acquired under other circumstances or at another time), the ACB may have to be averaged with the ACB of the other shares.

You should consult your personal legal advisor to ensure compliance with applicable reporting obligations.


INDIA

Terms and Conditions

METHOD OF PAYMENT. This provision supplements Section 4 of the Stock Option Agreement:

Due to legal restrictions in India, even if the shares of Common Stock are listed on a recognized national securities exchange at the time of exercise, you may not exercise your option using a cashless sell-to-cover exercise, whereby you direct a broker or transfer agent to sell some (but not all) of the shares of Common Stock subject to the option and deliver to the Company the amount of the sale proceeds to pay the exercise price and any Tax-Related Items. However, payment of the exercise price may be made by any of the other methods of payment set forth in the Stock Option Agreement. The Company reserves the right to provide you with this method of payment depending on the development of local law.

Notifications

EXCHANGE CONTROL INFORMATION. Indian residents are required to repatriate any proceeds from the sale of shares of Common Stock to India within 90 days of receipt. Upon repatriation, Indian residents should obtain a foreign inward remittance certificate (“FIRC”) from the bank where they deposit the foreign currency and should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation.

FOREIGN ASSET / ACCOUNT REPORTING NOTIFICATION. Indian residents are required to declare any foreign bank accounts and any foreign financial assets (including shares of Common Stock held outside of India) in their annual tax returns. You are responsible for complying with this reporting obligation and are encouraged to confer with your personal tax advisor in this regard.

IRELAND

Notifications

DIRECTOR REPORTING OBLIGATION. If you are a director, shadow director or secretary of an Affiliate in Ireland, and your interests in the Company represent more than 1% of the Company’s voting share capital, you must notify the Irish Affiliate in writing within five business days of receiving or disposing of an interest in the Company (e.g., options, shares of Common Stock), or within five business days of becoming aware of the event giving rise to the notification requirement or within five days of becoming a director or secretary if such an interest exists at the time. This notification requirement also applies with respect to the interests of your spouse or children under the age of 18 (whose interests will be attributed to you if you are a director, shadow director or secretary).

UNITED KINGDOM

Terms and Conditions

UNAPPROVED OPTION. This option is an unapproved option for United Kingdom tax purposes.

SECTION 431 ELECTION. As a condition of participation in the Plan and the exercise of the option, you agree that, jointly with the Employer, you shall enter into the joint election within Section 431 of the U.K. Income Tax (Earnings and Pensions) Act 2003 (“ITEPA 2003”) in respect of computing any tax charge on the acquisition of “Restricted Securities” (as defined in Sections 423 and 424 of ITEPA 2003), and that


you will not revoke such election at any time. This election will be to treat the shares of Common Stock acquired pursuant to the exercise of the option as if such shares of Common Stock were not “Restricted Securities” for U.K. tax purposes. You must enter into the form of election, which will be provided by the Company, concurrent with the execution of the Stock Option Agreement.

WITHHOLDING OBLIGATIONS. The following provisions supplement Section 14 of the Stock Option Agreement:

If payment or withholding of the income tax due is not made within ninety (90) days of the end of the tax year in which the taxable event occurs or such other period specified in Section 222(l)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the Due Date”), the amount of any uncollected income tax will constitute a loan owed by you to the Company or the Employer, effective on the Due Date. You agree that the loan will bear interest at the then-current Official Rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to in Section 14 of the Stock Option Agreement.

Notwithstanding the foregoing, if you are a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), you will not be eligible for such a loan to cover the income tax due as described above. In the event that you are such a director or executive officer and the income tax is not collected from or paid by you by the Due Date, the amount of any uncollected income tax may constitute a benefit to you on which additional income tax and national insurance contributions may be payable. You are responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime. You are responsible for reimbursing the Company or the Employer (as applicable) for the value of any employee national insurance contribution due on this additional benefit and acknowledge that the Company or the Employer may recover such amount from you by any of the means referred to in Section 14 of the Stock Option Agreement.

JOINT ELECTION. As a condition of your participation in the Plan, you agree to accept any liability for secondary Class I national insurance contributions which may be payable by the Company and/or the Employer in connection with the option and any event giving rise to Tax-Related Items (the Employer’s NICs”). Without limitation to the foregoing, you agree to enter into a joint election with the Company (the Joint Election”), the form of such Joint Election being formally approved by HMRC, and to execute any other consents or elections required to accomplish the transfer of the Employer’s NICs to you. You further agree to execute such other joint elections as may be required between you and any successor to the Company and/or the Employer. You further agree that the Company and/or the Employer may collect the Employer’s NICs from you by any of the means set forth in Section 14 of the Stock Option Agreement.

If you do not enter into a Joint Election, or if approval of the Joint Election has been withdrawn by HMRC, the Company, in its sole discretion and without any liability to the Company or the Employer, may choose not to issue or deliver any shares of Common Stock to you upon exercise of the option.


Please note: Exercising an option to purchase shares of stock is complex. Please allow time to consult a financial advisor and a tax advisor before you make a decision to exercise. Also, please contact Stock Plan Administrator at legal@avalara.com at least one week prior to the date of option exercise (at the very latest) in order to receive disclosure documents and for assistance to complete the forms and correctly calculate how much you will need to pay (or have withheld from a paycheck, if applicable) to cover the option and estimated withholding taxes under the terms of the Plan and your Option Agreement as detailed in this Notice.

 

☐ Incentive Stock Option    Optionholder Name (print):  

 

☐ Nonstatutory Stock Option    Date:  

 

NOTICE OF EXERCISE OF STOCK OPTION

Avalara, Inc.

100 Ravine Lane N.E., Suite 220

Bainbridge Island, WA 98110

Ladies and Gentlemen:

1. Option. I was granted an option (the Option) to purchase shares of the common stock (the Shares) of Avalara, Inc. (the Company) pursuant to the Company’s (choose one) ☐ 2006 Equity Incentive Plan or ☐ 2004 Equity Incentive Plan or the ☐ Taxcient, Inc. 2005 Stock Option Plan (each, a Plan”), my Stock Option Agreement (the Option Agreement) and/or my Notice of Grant of Stock Option (the Notice), as follows:

 

Date of Option Grant:

  
  

 

 

 

Total Number of Option Shares Granted:

  
  

 

 

 

Exercise Price per Share:

   $                                   
  

 

 

 

2. Exercise of Option. I hereby elect to exercise the Option to purchase the following number of Shares, all of with are Vested Shares in accordance with the Notice and/or Option Agreement:

 

Total Shares Purchased:

 
 

 

Total Exercise Price (Total Shares x Price Per Share):

  $
 

 

Certificate(s) to be issued in the name of:

 
 

 

3. Payments. Form of payment enclosed [check all that apply]:

 

  Check for $            , made payable to “AVALARA, INC.”

 

  Cashless Exercise. (These shares will be valued as of the date when this notice is received by the Company.)

 

  Other permitted method pursuant to terms applicable to grant. If other, describe:

NOTICE OF EXERCISE OF STOCK OPTION


4. Optionholder Information.

My address is set forth below.

5. Acknowledgments and Representations.

By this exercise, I agree (i) to provide such additional documents as you may require pursuant to the terms of the Plan, (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this option, and (iii) if this exercise relates to an incentive stock option, to notify you in writing within fifteen (15) days after the date of any disposition of any of the shares of Common Stock issued upon exercise of this option that occurs within two (2) years after the date of grant of this option or within one (1) year after such shares of Common Stock are issued upon exercise of this option.

I hereby make the following certifications and representations with respect to the number of shares of Common Stock of the Company listed above (the “Shares”), which are being acquired by me for my own account upon exercise of the Option as set forth above:

I acknowledge that the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are deemed to constitute “restricted securities” under Rule 701 and “control securities” under Rule 144 promulgated under the Securities Act. I warrant and represent to the Company that I have no present intention of distributing or selling said Shares, except as permitted under the Securities Act and any applicable state securities laws.

I further acknowledge that I will not be able to resell the Shares for at least ninety days (90) after the stock of the Company becomes publicly traded (i.e., subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934) under Rule 701 and that more restrictive conditions apply to affiliates of the Company under Rule 144.

I further acknowledge that all certificates representing any of the Shares subject to the provisions of the Option shall have endorsed thereon appropriate legends reflecting the foregoing limitations, as well as any legends reflecting restrictions pursuant to the Company’s Articles of Incorporation, Bylaws and/or applicable securities laws.

I further agree that, if required by the Company (or a representative of the underwriters) in connection with the first underwritten registration of the offering of any securities of the Company under the Securities Act, I will not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Shares or other securities of the Company held by me, for a period of time specified by the underwriter(s) (not to exceed one hundred eighty (180) days) following the effective date of the registration statement of the Company filed under the Securities Act. I further agree to execute and deliver such other agreements as may be reasonably requested by the Company and/or the underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to my Shares until the end of such period.

NOTICE OF EXERCISE OF STOCK OPTION


I understand and acknowledge that, as a condition to my receipt of the Shares, I may be required to execute additional agreements, such as a shareholder agreement, right of first refusal and co-sale agreement, voting agreement and/or otherwise, which may subject the Shares to additional restrictions with regards to transfer, voting or otherwise.

I understand that I am purchasing the Shares pursuant to the terms of the Plan, my Option Agreement and/or Notice, copies of which I have received and carefully read and understand.

6. Electronic Transmission for Shareholder Notices. By providing Optionholder’s email address below, if and when Optionholder exercises this Option with respect to any of the Shares, Optionholder hereby consents to receive electronically transmitted notices for any and all purposes under the Washington Business Corporation Act at the email address provided or as subsequently modified by written notice. Unless otherwise required by law, such electronic notice, if sent during normal business hours of the recipient, will be effective on the next business day.

 

Very truly yours,

 

 

(Print Name)
Address:  

 

 

Email:  

 

Receipt of the above is hereby acknowledged.

 

AVALARA, INC.
By:  

 

Title:  

 

Dated:  

 

NOTICE OF EXERCISE OF STOCK OPTION

EX-10.2 7 d317509dex102.htm 2005 STOCK OPTION PLAN 2005 STOCK OPTION PLAN

EXHIBIT 10.2

vAUDIT GROUP, INC.

2005 STOCK OPTION PLAN

1. PURPOSE. This Stock Option Plan (the “Plan”) is intended to serve as an incentive to, and to encourage stock ownership by, certain eligible participants rendering services to vAudit Group, Inc., a California corporation (the “Corporation”), and certain affiliates as set forth below, so that they may acquire or increase their proprietary interest in the Corporation.

2. ADMINISTRATION.

2.1 Committee. The Plan shall be administered by the Board of Directors of the Corporation (the “Board of Directors”) or a committee of two or more members appointed by the Board of Directors (the “Committee”). If the Board of Directors does not appoint a Committee, reference to the Committee hereinbelow, shall mean the Board of Directors. At the time that the Corporation has a class of equity securities which are registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or is a publicly-held corporation under Internal Revenue Code Section 162(m), membership in the Committee is limited to Non-Employee Directors as defined in Rule 16b-3 promulgated under Section 16 of the Exchange Act and outside directors as defined in Treasury Regulation § 1.162-27(e)(3). The Committee shall select one of its members as Chairman and shall appoint a Secretary, who need not be a member of the Committee. The Committee shall hold meetings at such times and places as it may determine and minutes of such meetings shall be recorded. Acts by a majority of the Committee in a meeting at which a quorum is present and acts approved in writing by a majority of the members of the Committee shall be valid acts of the Committee.

2.2 Term. If the Board of Directors selects a Committee, the members of the Committee shall serve on the Committee for the period of time determined by the Board of Directors and shall be subject to removal by the Board of Directors at any time. The Board of Directors may terminate the function of the Committee at any time and resume all powers and authority previously delegated to the Committee.

2.3 Authority. The Committee shall have sole discretion and authority to grant options under the Plan to eligible participants rendering services to the Corporation or any “parent” or “subsidiary” of the Corporation, as defined in Section 424 of the Internal Revenue Code of 1986, as amended (the “Code”) (“Parent” or “Subsidiary”), at such times, under such terms and in such amounts as it may decide. For purposes of this Plan and any Stock Option Agreement (as defined below), the term “Corporation” shall include any Parent or Subsidiary, if applicable. Subject to the express provisions of the Plan, the Committee shall have complete discretion and authority to interpret the Plan, to prescribe, amend and rescind the rules and regulations relating to the Plan, to determine the details /and provisions of any Stock Option Agreement, to accelerate any options granted under the Plan and to make all other determinations necessary or advisable for the administration of the Plan.

2.4 Type of Option. The Committee shall have full authority and discretion to determine, and shall specify, whether the eligible individual will be granted options intended to qualify as incentive options under Section 422 of the Code (“Incentive Options”) or options

 

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which are not intended to qualify under Section 422 of the Code (“Non-Qualified Options”); provided, however, that Incentive Options shall only be granted to employees of the Corporation, or a Parent or Subsidiary thereof, and shall be subject to the special limitations set forth herein attributable to Incentive Options.

2.5 Interpretation. The interpretation and construction by the Committee of any provisions of the Plan or of any option granted under the Plan shall be final and binding on all parties having an interest in this Plan or any option granted hereunder. No member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any option granted under the Plan.

3. ELIGIBILITY.

3.1 General. All directors, officers, employees of and certain persons rendering services to the Corporation, or any Parent or Subsidiary, relative to the Corporation’s, or any Parent’s or Subsidiaries’, management, operation or development shall be eligible to receive options under the Plan. The selection of recipients of options shall be within the sole and absolute discretion of the Committee. No person shall be granted an option under this Plan unless such person has executed the grant representation letter set forth on Exhibit “A,” as such Exhibit may be amended by the Committee from time to time and no person shall be granted an Incentive Option under this Plan unless such person is an employee of the Corporation, or a Parent or Subsidiary, on the date of grant.

3.2 Termination of Eligibility.

3.2.1 If an optionee ceases to be employed by the Corporation, or its Parent or Subsidiary, is no longer an officer or member of the Board of Directors of the Corporation or no longer performs services for the Corporation, or its Parent or Subsidiary for any reason (other than for “cause,” as hereinafter defined, or such optionee’s death), any option granted hereunder to such optionee shall expire three months after the date the occurrence giving rise to such termination of eligibility (or 1 year in the event an optionee is “disabled,” as defined in Section 22(e)(3) of the Code) or upon the date it expires by its terms, whichever is earlier. Any option that has not vested in the optionee as of the date of such termination shall immediately expire and shall be null and void. The Committee shall, in its sole and absolute discretion, decide, using the provisions set forth in Treasury Regulations Section 1.421-7(h), whether an authorized leave of absence or absence for military or governmental service, or absence for any other reason, shall constitute termination of eligibility for purposes of this Section.

3.2.2 If an optionee ceases to be employed by the Corporation, or its Parent or Subsidiary, is no longer an officer or member of the Board of Directors of the Corporation, or no longer performs services for the Corporation, or its Parent or Subsidiary and such termination is as a result of “cause,” as hereinafter defined, then all options granted hereunder to such optionee shall expire on the date of the occurrence giving rise to such termination of eligibility or upon the date it expires by its terms, whichever is earlier, and such optionee shall have no rights with respect to any unexercised options. For purposes of this Plan, “cause” shall mean an optionee’s personal dishonesty, misconduct, breach of fiduciary duty, incompetence, intentional failure to perform stated obligations, willful violation of any law, rule, regulation or final cease and desist order, or any material breach of any provision of this Plan, any Stock Option Agreement or any employment agreement. The Board of Directors shall have complete discretion and authority to determine whether the termination of the optionee is for cause.

 

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3.3 Death of Optionee and Transfer of Option. In the event an optionee shall die, an option may be exercised (subject to the condition that no option shall be exercisable after its expiration and only to the extent that the optionee’s right to exercise such option had accrued at the time of the optionee’s death) at any time within six months after the optionee’s death by the executors or administrators of the optionee or by any person or persons who shall have acquired the option directly from the optionee by bequest or inheritance. Any option that has not vested in the optionee as of the date of death or termination of employment, whichever is earlier, shall immediately expire and shall be null and void; provided however, that the Committee may include in any option agreement a provision that the optionee’s shares will vest upon death of the optionee. No option shall be transferable by the optionee other than by will or the laws of intestate succession.

3.4 Limitation on Incentive Options. No person shall be granted any Incentive Option to the extent that the aggregate fair market value of the Stock (as defined below) to which such options are exercisable for the first time by the optionee during any calendar year (under all plans of the Corporation as determined under Section 422(d) of the Code) exceeds $100,000.

4. IDENTIFICATION OF STOCK. The Stock, as defined herein, subject to the options shall be shares of the Corporation’s authorized but unissued or acquired or reacquired common stock (the “Stock”). Subject to adjustment as provided in Section 6, the aggregate number of shares subject to outstanding options shall not exceed                      shares of Stock, provided that the maximum number of shares that may be issued subject to Incentive Options shall be                      shares of Stock. If any option granted hereunder shall expire or terminate for any reason without having been exercised in full, the unpurchased shares subject thereto shall again be available for purposes of this Plan. Notwithstanding the above, at no time shall the total number of shares of Stock issuable upon exercise of all outstanding options and the total number of shares of Stock provided for under any stock bonus or similar plan of the Corporation exceed 30% as calculated in accordance with the conditions and exclusions of §260.140.45 of Title 10, California Code of Regulations, based on the shares of the issuer which are outstanding at the time the calculation is made.

5. TERMS AND CONDITIONS OF OPTIONS. Any option granted pursuant to the Plan shall be evidenced by an agreement (“Stock Option Agreement”) in such form as the Committee shall from time to time determine, which agreement shall comply with and be subject to the following terms and conditions:

5.1 Number of Shares. Each option shall state the number of shares of Stock to which it pertains.

5.2 Option Exercise Price. Each option shall state the option exercise price, which shall be determined by the Committee; provided, however, that (i) the exercise price of any Incentive Option shall not be less than the fair market value of the Stock, as determined by the Committee, on the date of grant of such option, (ii) the exercise price of any Option granted to

 

3


any person who owns more than 10% of the total combined voting power of all classes of the Corporation’s stock, as determined for purposes of Section 422 of the Code, shall not be less than 110% of the fair market value of the Stock, as determined by the Committee, on the date of grant of such option, and (iii) the exercise price of any Non-Qualified Option shall not be less than 85% of the fair market value of the Stock, as determined by the Committee, on the date of grant of such option.

5.3 Term of Option. The term of an option granted hereunder shall be determined by the Committee at the time of grant, but shall not exceed ten years from the date of the grant. The term of any Incentive Option granted to an employee who owns more than 10% of the total combined voting power of all classes of the Corporation’s stock, as determined for purposes of Section 422 of the Code, shall in no event exceed five years from the date of grant. All options shall be subject to early termination as set forth in this Plan. In no event shall any option be exercisable after the expiration of its term.

5.4 Method of Exercise. An option shall be exercised by written notice to the Corporation by the optionee (or successor in the event of death) and execution by the optionee of an exercise representation letter in the form set forth on Exhibit “B,” as such Exhibit may be amended by the Committee from time to time. Such written notice shall state the number of shares with respect to which the option is being exercised and designate a time, during normal business hours of the Corporation, for the delivery thereof (“Exercise Date”), which time shall be at least 30 days after the giving of such notice unless an earlier date shall have been mutually agreed upon. At the time specified in the written notice, the Corporation shall deliver to the optionee at the principal office of the Corporation, or such other appropriate place as may be determined by the Committee, a certificate or certificates for such shares. Notwithstanding the foregoing, the Corporation may postpone delivery of any certificate or certificates after notice of exercise for such reasonable period as may be required to comply with any applicable listing requirements of any securities exchange. In the event an option shall be exercisable by any person other than the optionee, the required notice under this Section shall be accompanied by appropriate proof of the right of such person to exercise the option.

5.5 Medium and Time of Payment. The option exercise price shall be payable in full on or before the option Exercise Date by certified or bank cashier’s check.

5.6 Rights as a Shareholder. An optionee or successor shall have no rights as a shareholder with respect to any Stock underlying any option until the date of the issuance to such optionee of a certificate for such Stock. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such Stock certificate is issued, except as provided in Section 6.

5.7 Modification, Extension and Renewal of Options. Subject to the terms and conditions of the Plan, the Committee may modify, extend or renew outstanding options granted under the Plan, or accept the surrender of outstanding options (to the extent not exercised) and authorize the granting of new options in substitution therefor.

 

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5.8 Vesting and Restrictions. The Committee shall have complete authority and discretion to set the terms, conditions, restrictions, vesting schedules and other provisions of any option in the applicable Stock Option Agreement and shall have complete authority to require conditions and restrictions on any Stock issued pursuant to this Plan; provided, however, that, except with respect to options granted to officers or directors of the Corporation, options granted pursuant to this Plan shall be exercisable or “vest” at the rate of at least 20% per year over the 5-year period beginning on the date the option is granted. Options granted to officers and directors shall become exercisable or “vest,” subject to reasonable conditions, at any time during any period established by the Corporation.

5.9 Other Provisions. The Stock Option Agreements shall contain such other provisions, including without limitation, restrictions or conditions upon the exercise of options, as the Committee shall deem advisable.

6. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

6.1 Subdivision or Consolidation. Subject to any required action by shareholders of the Corporation, the number of shares of Stock covered by each outstanding option, and the exercise price thereof, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Stock of the Corporation resulting from a subdivision or consolidation of shares, including, but not limited to, a stock split, reverse stock split, recapitalization, continuation or reclassification, or the payment of a stock dividend (but only on the Stock) or any other increase or decrease in the number of such shares effected without receipt of consideration by the Corporation. Any fraction of a share subject to option that would otherwise result from an adjustment pursuant to this Section shall be rounded downward to the next full number of shares without other compensation or consideration to the holder of such option.

6.2 Capital Transactions. Upon a sale or exchange of all or substantially all of the assets of the Corporation, a merger or consolidation in which the Corporation is not the surviving corporation, a merger, reorganization or consolidation in which the Corporation is the surviving corporation and shareholders of the Corporation exchange their stock for securities or property, a liquidation of the Corporation or similar transaction, as determined by the Committee (“Capital Transaction”), this Plan and each option issued under this Plan, whether vested or unvested, shall terminate, unless such options are assumed by a successor corporation in a merger or consolidation, immediately prior to such Capital Transaction; provided, however, that unless the outstanding options are assumed by a successor corporation in a merger or consolidation, subject to terms approved by the Committee or the options are repurchased pursuant to Section 8, all optionees will have the right, during the 30 days prior to such Capital Transaction, to exercise all vested options. Notwithstanding the foregoing, in the event there is a merger or consolidation where the Corporation is not the surviving corporation, all options granted under this Plan shall vest 30 days prior to such merger or consolidation unless such options are assumed by the successor corporation in such merger or consolidation. The Committee may (but shall not be obligated to) (i) accelerate the vesting of any option or (ii) apply the foregoing provisions, including but not limited to termination of this Plan and any options granted pursuant to the Plan, in the event there is a sale of 50% or more of the stock of the Corporation in any one-year period or a Capital Transaction.

 

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6.3 Adjustments. To the extent that the foregoing adjustments relate to stock or securities of the Corporation, such adjustments shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive.

6.4 Ability to Adjust. The grant of an option pursuant to the Plan shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets.

6.5 Notice of Adjustment. Whenever the Corporation shall take any action resulting in any adjustment provided for in this Section, the Corporation shall forthwith deliver notice of such action to each optionee, which notice shall set forth the number of shares subject to the option and the exercise price thereof resulting from such adjustment.

6.6 Limitation on Adjustments. Any adjustment, assumption or substitution of an Incentive Option shall comply with Section 425 of the Code, if applicable.

7. NONASSIGNABILITY. Options granted under this Plan may not be sold, pledged, assigned or transferred in any manner other than by will or by the laws of intestate succession, and may be exercised during the lifetime of an optionee only by such optionee. Any transfer in violation of this Section shall void such option and any Stock Option Agreement entered into by the optionee and the Corporation regarding such transferred option shall be void and have no further force or effect. No option shall be pledged or hypothecated in any way, nor shall any option be subject to execution, attachment or similar process.

8. REPURCHASE OPTION.

8.1 The Corporation shall have the right to purchase all Stock held by an optionee or any unexercised option held by an optionee which has been obtained pursuant to the Plan, together with any rights, securities or additional stock that has been received pursuant to a stock dividend, stock split, reorganization or other similar transaction that has been received as a result of an employee option or Stock acquired pursuant thereto in the event (i) an optionee terminates his or her services with the Corporation, or any Parent or Subsidiary thereof, or (ii) the Corporation so elects, in the event of a Capital Transaction. The price paid for any unexercised option or Stock shall be the fair market value of such option or Stock as determined herein. The fair market value assigned to any option shall be the fair market value of the Stock as to which it is exercisable reduced by the exercise price. The parties shall first negotiate in good faith to reach an agreement as to the value of the option or Stock. Absent an agreement within 30 days, the parties shall select one appraiser to determine the value of the Stock. In the event the parties cannot agree as to an appraiser, then each party shall appoint one appraiser and the two appraisers shall jointly determine a third appraiser. In the event the two appraisers cannot determine a third appraiser, such third appraiser shall be appointed by a Judge of the Superior Court of the County of San Diego, California. Such appraisers shall make their determination of the fair market value of the Stock, and the average of the two appraisers whose valuations are closest to each other shall control. Any appraiser selected by any party shall be an appraiser experienced in the area of valuing similar stock. The Corporation and the optionee, or successor, shall each pay for one-half of the cost of any such appraisal. If the Corporation desires to

 

6


purchase the Stock or options held by an employee as set forth in this Section, then the Corporation shall provide written notice to such optionee at such optionee’s last known address within 90 days after the termination of such optionee’s employment, or at least 30 days prior to a Capital Transaction.

8.2 The Committee may assign the Corporation’s repurchase option under this Section to any person selected by the Committee including one or more of the shareholders of the Corporation.

8.3 The repurchase option set forth in this Section shall terminate upon the consummation of an underwritten public offering of the Corporation’s Stock registered under the Securities Act of 1933, as amended (the “Act”).

9. RIGHT OF FIRST REFUSAL.

9.1 Stock issued pursuant to this Plan together with any rights, securities or additional stock that have been received pursuant to a stock dividend, stock split, reorganization or other transaction that has been received as a result of an employee option or stock acquired pursuant thereto shall be subject to a right of first refusal by the Corporation in the event the holder of such shares proposes to sell, pledge or otherwise transfer said shares or any interest in said shares to any person or entity. Any holder of shares of Stock (or other securities) acquired under the Plan desiring to transfer such Stock (or other securities) or any interest therein shall give written notice to the Corporation describing the proposed transfer, including the price of shares proposed to be transferred, the proposed transfer price and terms, and the name and address of the proposed transferee. Unless otherwise agreed by the Corporation and the holder of such shares, repurchases by the Corporation under this Section shall be at the proposed price and terms specified in the notice to the Corporation. The Corporation’s rights under this Section shall be freely assignable.

9.2 If the Corporation fails to exercise its right of first refusal within 30 days from the date upon which the Corporation received the shareholder’s written notice, the shareholder may, within the next 90 days, conclude a transfer of the exact number of shares covered by said notice on terms not more favorable to the transferee than those described in the notice. Any subsequent proposed transfer by such transferee shall again be subject to the Corporation’s right of first refusal. If the Corporation exercises its right of first refusal, the shareholder shall endorse and deliver to the Corporation the stock certificates representing the shares being repurchased, and the Corporation shall promptly pay the shareholder the total repurchase price as set forth in the terms of the agreement. The holders of shares being repurchased pursuant to this Section shall cease to have any rights with respect to such shares immediately upon repurchase.

9.3 No written notice of a proposed transfer shall be required under this Section and no right of first refusal shall exist with respect to transfers by will or the laws of intestate succession.

9.4 The right of first refusal set forth in this Section shall terminate upon the consummation of an underwritten public offering of the Corporation’s Stock registered under the Securities Act of 1933, as amended (the “Act”).

 

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9.5 Any attempted transfer of any Stock or securities subject to this right of first refusal which is not made in compliance with this Section shall be null and void.

9.6 The Committee may assign the Corporation’s repurchase option under this Section to any person selected by the Committee including one or more or the shareholders of the Corporation.

10. NO RIGHT OF EMPLOYMENT. Neither the grant nor exercise of any option nor anything in this Plan shall impose upon the Corporation or any other corporation any obligation to employ or continue to employ any optionee. The right of the Corporation and any other corporation to terminate any employee shall not be diminished or affected because an option has been granted to such employee.

11. TERM OF PLAN. This Plan is effective on the date the Plan is adopted by the Board of Directors and options may be granted pursuant to the Plan from time to time within a period of ten (10) years from such date, or the date of any required shareholder approval required under the Plan, if earlier. Termination of the Plan shall not affect any option theretofore granted.

12. AMENDMENT OF THE PLAN. The Board of Directors of the Corporation may, subject to any required shareholder approval, suspend, discontinue or terminate the Plan, or revise or amend it in any respect whatsoever with respect to any shares of Stock at that time not subject to options.

13. APPLICATION OF FUNDS. The proceeds received by the Corporation from the sale of Stock pursuant to options may be used for general corporate purposes.

14. RESERVATION OF SHARES. The Corporation, during the term of this Plan, shall at all times reserve and keep available such number of shares of Stock as shall be sufficient to satisfy the requirements of the Plan.

15. NO OBLIGATION TO EXERCISE OPTION. The granting of an option shall not impose any obligation upon the optionee to exercise such option.

16. APPROVAL OF BOARD OF DIRECTORS AND SHAREHOLDERS. The Plan shall not take effect until approved by the Board of Directors of the Corporation. This Plan shall be approved by a vote of the shareholders within 12 months from the date of approval by the Board of Directors. In the event such shareholder vote is not obtained, all options granted hereunder, whether vested or unvested, shall be null and void. Further, any Stock acquired pursuant to the exercise of any options under this Agreement may not count for purposes of determining whether shareholder approval has been obtained.

17. WITHHOLDING TAXES. Notwithstanding anything else to the contrary in this Plan or any Stock Option Agreement, the exercise of any option shall be conditioned upon payment by such optionee in cash, or other provisions satisfactory to the Committee, of all local, state, federal or other withholding taxes applicable, in the Committee’s judgment, to the exercise or to later disposition of shares acquired upon exercise of an option (including any repurchase of an option or the Stock).

 

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18. PARACHUTE PAYMENTS. Any outstanding option under the Plan may not be accelerated to the extent any such acceleration of such option would, when added to the present value of other payments in the nature of compensation which becomes due and payable to the optionee would result in the payment to such optionee of an excess parachute payment under Section 280G of the Code. The existence of any such excess parachute payment shall be determined in the sole and absolute discretion of the Committee.

19. SECURITIES LAWS COMPLIANCE. Notwithstanding anything contained herein, the Corporation shall not be obligated to grant any option under this Plan or to sell, issue or effect any transfer of any Stock unless such grant, sale, issuance or transfer is at such time effectively (i) registered or exempt from registration under the Securities Act of 1933, as amended (the “Act”) and (ii) qualified or exempt from qualification under the California Corporate Securities Law of 1968 and any other applicable state securities laws. As a condition to exercise of any option, each optionee shall make such representations as may be deemed appropriate by counsel to the Corporation for the Corporation to use any available exemption from registration under the Act or qualification under any applicable state securities law.

20. RESTRICTIVE LEGENDS. The certificates representing the Stock issued upon exercise of options granted pursuant to this Plan will bear the following legends giving notice of restrictions on transfer under the Act and this Plan, as follows:

20.1 THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED OR TRANSFERRED IN A TRANSACTION WHICH WAS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXEMPTION AFFORDED BY SUCH ACT. NO SALE OR TRANSFER OF THESE SHARES SHALL BE MADE, NO ATTEMPTED SALE OR TRANSFER SHALL BE VALID, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE ANY EFFECT TO ANY SUCH TRANSACTION UNLESS (A) SUCH TRANSACTION SHALL HAVE BEEN DULY REGISTERED UNDER THE ACT OR (B) THE ISSUER SHALL HAVE FIRST RECEIVED AN OPINON OF COUNSEL SATISFACTORY TO IT THAT SUCH REGISTRATION IS NOT REQUIRED.

20.2 THE SALE, TRANSFER, HYPOTHECATION, OR ENCUMBRANCE OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY THE PROVISIONS OF A STOCK OPTION AGREEMENT DATED                      AND A STOCK OPTION PLAN DATED                     , 2005, A COPY OF WHICH MAY BE INSPECTED AT THE CORPORATION’S PRINCIPAL OFFICE.

20.3 Any other legends required by applicable securities laws as determined by the Committee.

21. NOTICES. Any notice to be given under the terms of the Plan shall be addressed to the Corporation in care of its Secretary at its principal office, and any notice to be given to an optionee shall be addressed to such optionee at the address maintained by the Corporation for such person or at such other address as the optionee may specify in writing to the Corporation.

 

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22. INFORMATION TO PARTICIPANTS. The Corporation shall make available to all holders of options the information required pursuant to § 260.140.46 of the California Code of Regulations.

As adopted by the Board of Directors as of                     , 2005.

 

vAudit Group, Inc.,

a California corporation

 

 

Robert Schulte, CEO

 

10


EXHIBIT A

Date:                     , 200    

vAudit Group, Inc.

8745 Aero Drive, Suite 308

San Diego, CA 92123

Re: 2005 Stock Option Plan

To Whom It May Concern:

This letter is delivered to vAudit Group, Inc., a California corporation (the “Corporation”), in connection with the grant to                      (the “Optionee”) of an option (the “Option”) to purchase shares of common stock of the Corporation (the “Stock”) pursuant to the vAudit Group, Inc. 2005 Stock Option Plan dated                     , 2005 (the “Plan”) and a Stock Option Agreement dated                      (the “Agreement”). The Optionee understands that the Corporation’s receipt of this letter executed by the Optionee is a condition to the Corporation’s willingness to grant the Option to the Optionee.

The Optionee acknowledges that the grant of the Option by the Corporation is in lieu of any and all other promises of the Corporation to the Optionee, whether written or oral, express or implied, regarding the grant of options or other rights to acquire Stock. Accordingly, in anticipation of the grant of the Option, the Optionee hereby relinquishes all rights to such other rights, if any, to acquire stock of the Corporation.

In addition, the Optionee makes the following representations and warranties with the understanding that the Corporation will rely upon them in the Corporation’s determination of whether the grant of the Option meets the requirements of the “private offering” exemption provided in Section 25102(f) of the California Corporations Code and certain exemptions provided under the Securities Act of 1933, as amended.

1. The Optionee acknowledges receipt of a copy of the Plan and Agreement. The Optionee has carefully reviewed the Plan and Agreement.

2. The Option and the Stock will be acquired by the Optionee for investment only, for the Optionee’s own account, and not with a view to or for sale in connection with any distribution of the Option or the Stock. The Optionee will not take, or cause to be taken, any action which would cause the Optionee, or any entity or person affiliated with the Optionee, to be deemed an underwriter with respect to the Option or the Stock.

3. The Optionee either:

 

  a. has a preexisting personal or business relationship with the Corporation or any of its officers, directors or controlling persons of a nature and duration as would allow the Optionee to be aware of the character, business acumen, general business and financial circumstances of the Corporation or of the person with whom such relationship exists; or

 

EXHIBIT “A”


  b. by reason of the Optionee’s business or financial experience, or the business or financial experience of the Optionee’s professional advisor who is unaffiliated with and is not compensated by the Corporation or any affiliate or selling agent of the Corporation, directly or indirectly, the Optionee has the capacity to protect the Optionee’s interests in connection with the grant of the Option and the purchase of the Stock.

4. The Optionee acknowledges that an investment in the Corporation represents a speculative investment and a high degree of risk. The Optionee acknowledges that the Optionee has had the opportunity to obtain and review all information from the Corporation necessary to make a reasonably informed investment decision and that the Optionee has had all questions asked of the Corporation answered to the reasonable satisfaction of the Optionee. The Optionee is able to bear the economic risk of an investment in the Option and the Stock.

5. The grant of the Option has not been accompanied by the publication of any advertisement.

6. The Optionee understands and acknowledges that the Stock has not been, and will not be, registered under the Securities Act of 1933, as amended, or qualified under the California Corporate Securities Law of 1968. The Optionee understands and acknowledges that the Stock may not be sold without compliance with the registration requirements of federal and applicable state securities laws unless an exemption from such laws is available. The Optionee understands that the certificate representing the Stock shall bear the legends set forth in the Plan.

7. The Optionee understands and acknowledges that the Option and the Stock are subject to the terms and conditions of the Plan.

8. The Optionee understands and agrees that, at the time of exercise of any part of the Option for Stock, the Optionee may be required to provide the Corporation with additional representations, warranties and/or covenants similar to those contained in this letter.

9. The Optionee is a resident of the State of                     .

10. The Optionee will notify the Corporation immediately of any change in the above information which occurs before the Option is exercised in full by the Optionee.

The foregoing representations and warranties are given on                     , 200     at                                                          .

 

OPTIONEE:
 

 

 

EXHIBIT “A”


EXHIBIT B

 

      Address of Optionee:       
          
          

Date:                     , 200    

vAudit Group, Inc.

8745 Aero Drive, Suite 308

San Diego, CA 92123

Re: 2005 Stock Option Plan

To Whom It May Concern:

I (the “Optionee”) hereby exercise my right to purchase                      shares of common stock (the “Stock”) of vAudit Group, Inc., a California corporation (the “Corporation”), pursuant to, and in accordance with, the vAudit Group, Inc. 2005 Stock Option Plan dated                      (the “Plan”) and Stock Option Agreement (the “Agreement”) dated                     , 200    . As provided in such Plan, I deliver herewith payment as set forth in the Plan in the amount of the aggregate option exercise price. Please deliver to me at my address as set forth above stock certificates representing the subject shares registered in my name (and (spouse)                     , as                      (style of vesting)).

1. The Optionee acknowledges receipt of a copy of the Plan and Agreement. The Optionee has carefully reviewed the Plan and Agreement.

2. The Optionee either:

a. has a preexisting personal or business relationship with the Corporation or any of its officers, directors or controlling persons of a nature and duration as would allow the undersigned to be aware of the character, business acumen, general business and financial circumstances of the Corporation or of the person with whom such relationship exists; or

b. by reason of the Optionee’s business or financial experience or the business or financial experience of the Optionee’s professional advisor(s) who is (are) unaffiliated with and is (are) not compensated by the Corporation or any affiliate or selling agent of the Corporation, directly or indirectly, has the capacity to protect the Optionee’s interests in connection with the purchase of nonqualified stock options of the Corporation and Stock issuable upon the exercise thereof.

 

EXHIBIT “B”


3. The Optionee is able to bear the economic risk of his investment in the stock options of the Corporation and the Stock issuable upon exercise thereof.

4. The Optionee acknowledges that an investment in the Corporation represents a speculative investment and a high degree of risk. The Optionee acknowledges that the Optionee has had the opportunity to obtain and review all information from the Corporation necessary to make a reasonably informed investment decision and that the Optionee has had all questions asked of the Corporation answered to the reasonable satisfaction of the Optionee.

5. The grant of Options for Stock and the exercise of the Options has not been accompanied by the publication of any advertisement.

6. The Optionee understands and acknowledges that the Stock has not, and will not, be registered under the Securities Act of 1933, as amended, or qualified under the California Securities Law of 1968. The Optionee understands and acknowledges that the Stock may not be sold without compliance with the registration and qualification requirements of federal and applicable state securities laws unless exemptions from such laws are available. The Optionee understands that the certificate representing the Stock shall bear the legends set forth in the Plan.

7. The Optionee is a resident of the State of                                                                      .

8. The Optionee hereby is purchasing for the Optionee’s own account and not with a view to or for sale in connection with any distribution of the stock options of the Corporation or any Stock issuable upon exercise thereof.

The foregoing representations and warranties are given on                     , 200     at                     .

 

OPTIONEE:
 

 

 

EXHIBIT “B”


AMENDMENT TO 2005 STOCK OPTION PLAN

This Amendment to the 2005 Stock Option Plan of the vAudit Group, Inc. is made as of November 17, 2006.

RECITALS

A. vAudit Group, Inc. (the “Corporation”) adopted a 2005 Stock Option Plan dated July 14, 2005 (the “Plan”).

B. The Corporation desires to amend the Plan as hereinafter provided.

AMENDMENT

1. Section 3.2.1 of the Plan is amended by deleting the sentence which reads “Any option that is not vested in the optionee as of the date of such termination shall immediately expire and shall be null and void” and the following substituted in its place and stead:

“Subject to any provision in an applicable Stock Option Agreement issued pursuant to Section 5.8, any option that is not vested in the optionee as of the date of such termination shall immediately expire and shall be null and void.”

2. Section 4 of the Plan is hereby deleted and the following substituted in its place and stead.

Identification of Stock. The Stock, as defined herein, subject to the options shall be shares of the Corporation’s authorized but unissued or acquired or reacquired common stock (the “Stock”). Subject to adjustment as provided in Section 6, the aggregate number of shares subject to outstanding options shall not exceed 1,800,000 shares of Stock, provided that the maximum number of shares that may be issued subject to Incentive Options shall be 800,000 shares of Stock. If any option granted hereunder shall expire or terminate for any reason without having been exercised in full, the unpurchased shares subject thereto shall again be available for purposes of this Plan. Notwithstanding the above, at no time shall the total number of shares of Stock issuable upon exercise of all outstanding options and the total number of shares of Stock provided for under any stock bonus or similar plan of the Corporation exceed 50% as calculated in accordance with the conditions and exclusions of §260.140.45 of Title 10, California Code of Regulations, based on the shares of the issuer which are outstanding at the time the calculation is made.”


As adopted by the Board of Directors as of November 17, 2006.

 

VAUDIT GROUP, INC.,

A California corporation

By:   /s/ Larry Wolfe
  Larry Wolfe, President and CEO


AMENDMENT TO THE

TAXCIENT, INC. (f/k/a vAudit Group, Inc.)

2005 STOCK OPTION PLAN

This Amendment amends the Taxcient, Inc. 2005 Stock Option Plan (the “Plan”) of Taxcient, Inc. (flea vAudit Group, Inc.), a California corporation (the “Corporation”), as previously amended, effective January     , 2009. Unless otherwise specifically defined herein, each capitalized term used herein shall have the meaning afforded such term under the Plan.

WITNESSETH:

WHEREAS, pursuant to a unanimous written consent of the Board of Directors of the Corporation dated as of January     , 2009, the Board of Directors determined it to be in the best interests of the Corporation to amend the Plan to increase the number of shares of Stock authorized for issuance thereunder by Four Hundred Thousand (400,000) shares1;

NOW, THEREFORE, be it resolved that the Plan is hereby amended as follows:

1. Stock Subject to the Plan. Section 4 of the Plan is hereby amended to read in its entirety as follows:

IDENTIFICATION OF STOCK. The Stock, as defined herein, subject to the options shall be shares of the Corporation’s authorized but unissued or acquired or reacquired common stock (the “Stock”). Subject to adjustment as provided in Section 6, the aggregate number of shares subject to outstanding options shall not exceed 2,200,000 shares of Stock, provided that the maximum number of shares that may be issued subject to Incentive Options shall be 1,200,000 shares of Stock. If any option granted hereunder shall expire or terminate for any reason without having been exercised in full, the unpurchased shares subject thereto shall again be available for purposes of this Plan.

2. Approval of Amendment. To record the adoption of this Amendment to the Plan by the Board of Directors as of January     , 2009, and the approval by the shareholders of this Amendment as of January     , 2009, the Company has caused its authorized officer to execute the same.

 

TAXCIENT, INC.,

a California corporation

By:   /s/ Paul Bergholm
  Paul Bergholm
  Chief Financial Officer

 

1  Prior to the effectiveness of this Amendment, 1,800,000 shares of Stock were subject to the Plan.


THE OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE EXERCISE OF SUCH OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS (“BLUE SKY LAWS”). ANY TRANSFER OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT AND AS REQUIRED BY BLUE SKY LAWS IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY SUCH REGISTRATION IS NOT REQUIRED TO COMPLY WITH THE ACT AND BLUE SKY LAWS OR UNLESS SOLD PURSUANT TO RULE 144 OF THE ACT.

vAUDIT GROUP INC.

STOCK OPTION AGREEMENT

SECTION 1. GRANT OF OPTION.

1.1 Option. On the terms and conditions set forth in the 2005 Stock Option Plan (the “Plan”) and this Stock Option Agreement (“Agreement”), vAudit Group, Inc., a California corporation (the “Corporation”) grants to                     , ☐ an Employee or ☐ an Outside Director or ☐ a Consultant (the “Optionee”), on             ,20     (the “Date of Grant”), the option to purchase                      (                ) shares of Common Stock (the “Option Shares”), at the Exercise Price per share of $             (the “Exercise Price”) (not to be less than eighty-five percent [85%] of Fair Market Value, or one hundred percent [100%] of Fair Market Value for Ten Percent Holders). This Option is intended to be ☐ an ISO (Employees only) or ☐ an NQSO. This Option will expire ☐ sixty (60) months after the Date of Grant (maximum for an ISO granted to a Ten Percent Holder) or ☐ one hundred twenty (120) months after the Date of Grant (maximum) or ☐                                         . Vesting of this grant shall commence on             ,20     (“Initial Vest Date”).

1.2 Stock Plan and Defined Terms. This Option is granted pursuant to the Plan, a copy of which is has been provided to the Optionee, and the Optionee acknowledges having received and reviewed the Plan. The provisions of the Plan are incorporated into this Agreement by this reference. Capitalized terms not otherwise defined in this Agreement are defined in the Plan.

SECTION 2. RIGHT TO EXERCISE.

2.1 Exercisability and Vesting. This Option shall become exercisable and vest ☐ twenty percent (20%) on the first anniversary of the Initial Vest Date and thereafter in a series of four (4) successive equal annual installments at the end of each of the next four (4) years (minimum for employees; vesting period may be longer officers, directors and Consultants), ☐ twenty-five percent (25%) on the first anniversary of the Initial Vest Date, and thereafter in a series of thirty-six (36) successive equal monthly installments, or ☐ in a series of forty-eight (48) successive equal monthly installments starting on the Initial Vest Date (or 2.0834% per month). Vesting at the end of each annual or monthly period shall occur only if Optionee is an employee, outside director or consultant, respectively, of the Corporation at the time that such vesting is to occur.

 

1


SECTION 3. EXERCISE PROCEDURES.

3.1 Notice of Exercise; Payment. The Optionee or the Optionee’s representative may exercise this Option by giving written notice of such Optionee’s election to exercise this Option in substantially the form of Stock Option Exercise Notice attached to this Agreement as Exhibit A to the Corporation with payment in cash for the full amount of the aggregate Exercise Price; provided, however, that at the time of exercise the Corporation may, in its sole discretion, permit another form of payment referenced in Section 7.5 of the Plan.

3.2 Issuance of Shares. After receiving a proper notice of exercise, the Corporation shall cause to be issued a certificate or certificates for the shares of Common Stock as to which this Option has been exercised, registered in the name of the person exercising this Option (or in the names of such person and such person’s spouse as community property or as joint tenants with right of survivorship).

3.3 Withholding Taxes. As a condition to the exercise of this Option, the Optionee shall make such arrangements as the Committee may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such exercise. The Optionee shall also make such arrangements as the Committee may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with the vesting or the disposition of shares of Common Stock acquired by exercising this Option.

3.4 Fractional Shares. The Corporation shall not be required to issue fractional Shares upon exercise of this Option.

3.5 Section 83(b) Election. The Optionee shall provide the Corporation with a copy of any timely election made pursuant to Section 83(b) of the Internal Revenue Code or similar provision of state law (collectively, an “83(b) Election”) in connection with an exercise prior to vesting of the Option made pursuant to Section 2.2 hereof. If the Optionee makes a timely 83(b) Election, the Optionee shall immediately pay the Corporation any amount necessary to satisfy any applicable federal, state, and local income and employment tax withholding requirements.

SECTION 4. MISCELLANEOUS PROVISIONS.

4.1 Notice. Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon receipt. Such notice shall be given by personal delivery or by registered or certified mail, with postage and fees prepaid. Notice shall be addressed to the Corporation at its principal executive office and to the Optionee at the address that such Optionee most recently provided to the Corporation.

4.2 Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties to this Agreement with regard to the subject matter of this Agreement. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter of this Agreement. In the event of

 

2


any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall prevail. Any dispute or disagreement which may arise under, as a result of, or pursuant to, this Agreement shall be finally and conclusively determined by the Corporation in its sole discretion, such determination to be binding upon all parties.

4.3 No Waiver or Amendment. This Agreement may not be amended or modified except with the signed, written consent of the parties to such amendment or modification. No right shall be deemed waived without the written consent of the party charged with waiving such right. The Corporation may at any time terminate or amend the plan in accordance with the terms thereof; provided, however, that no such termination or amendment may adversely affect the Optionee’s rights under this Agreement.

4.4 Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, exclusive of its conflicts of laws provisions.

4.5 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

4.6 Further Assurances. The parties shall from time to time and at all times hereafter make, do, execute, or cause or procure to be made, done and executed such further acts, deeds, conveyances, consents and assurances without further consideration, which may reasonably be required to effect the transactions contemplated by this Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

3


SECTION 5. EXECUTION.

By the Optionee’s signature and the signature of the Corporation’s representative below, the Optionee and the Corporation agree that this Option is granted under and governed by the terms and conditions of this Agreement and the Plan, a copy of which has been provided to the Optionee and is hereby made a part of this Agreement.

 

OPTIONEE:     CORPORATION:
      vAudit Group, Inc.

 

    By:  

 

Name:  

 

    Name:  

 

Address:  

 

    Title:  

 

 

     

CONSENT OF SPOUSE:

I,                                         , spouse of                                         , the Optionee, have read and approve the foregoing Agreement. In consideration of granting the Option to my spouse as set forth in the Agreement, I hereby appoint my spouse as may attorney in-fact with respect to the exercise of any rights under the Agreement and agree to be bound by the provisions of the Agreement insofar as I may have any rights in the Agreement or any shares of Common Stock issued pursuant thereto under the community property laws of the State of California or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the Agreement.

 

Dated:  

 

    Signature:  

 

 

4


EXHIBIT A

Please note: Exercising an option to purchase shares of stock is complex. Please allow time to consult a financial advisor and a tax advisor before you make a decision to exercise. Also, please contact Stock Plan Administrator at legal@avalara.com at least one week prior to the date of option exercise (at the very latest) in order to receive disclosure documents and for assistance to complete the forms and correctly calculate how much you will need to pay (or have withheld from a paycheck, if applicable) to cover the option and estimated withholding taxes under the terms of the Plan and your Option Agreement as detailed in this Notice.

 

☐ Incentive Stock Option    Optionholder Name (print):   

 

☐ Nonstatutory Stock Option    Date:   

 

NOTICE OF EXERCISE OF STOCK OPTION

Avalara, Inc.

100 Ravine Lane N.E., Suite 220

Bainbridge Island, WA 98110

Ladies and Gentlemen:

1. Option. I was granted an option (the Option) to purchase shares of the common stock (the Shares) of Avalara, Inc. (the Company) pursuant to the Company’s (choose one) ☐ 2006 Equity Incentive Plan or ☐ 2004 Equity Incentive Plan or the ☐ Taxcient, Inc. 2005 Stock Option Plan (each, a Plan”), my Stock Option Agreement (the Option Agreement) and/or my Notice of Grant of Stock Option (the Notice), as follows:

 

Date of Option Grant:

  
  

 

 

 

Total Number of Option Shares Granted:

  
  

 

 

 

Exercise Price per Share:

   $                               
  

 

 

 

2. Exercise of Option. I hereby elect to exercise the Option to purchase the following number of Shares, all of with are Vested Shares in accordance with the Notice and/or Option Agreement:

 

Total Shares Purchased:

  
  

 

 

 

Total Exercise Price (Total Shares x Price Per Share):

   $                               
  

 

 

 

Certificate(s) to be issued in the name of:

  
  

 

 

 

3. Payments. Form of payment enclosed [check all that apply]:

 

  Check for $            , made payable to “AVALARA, INC.”

 

  Cashless Exercise. (These shares will be valued as of the date when this notice is received by the Company.)

 

  Other permitted method pursuant to terms applicable to grant. If other, describe:                                         

 

A-1


4. Optionholder Information.

My address is set forth below.

5. Acknowledgments and Representations.

By this exercise, I agree (i) to provide such additional documents as you may require pursuant to the terms of the Plan, (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this option, and (iii) if this exercise relates to an incentive stock option, to notify you in writing within fifteen (15) days after the date of any disposition of any of the shares of Common Stock issued upon exercise of this option that occurs within two (2) years after the date of grant of this option or within one (1) year after such shares of Common Stock are issued upon exercise of this option.

I hereby make the following certifications and representations with respect to the number of shares of Common Stock of the Company listed above (the “Shares”), which are being acquired by me for my own account upon exercise of the Option as set forth above:

I acknowledge that the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are deemed to constitute “restricted securities” under Rule 701 and “control securities” under Rule 144 promulgated under the Securities Act. I warrant and represent to the Company that I have no present intention of distributing or selling said Shares, except as permitted under the Securities Act and any applicable state securities laws.

I further acknowledge that I will not be able to resell the Shares for at least ninety days (90) after the stock of the Company becomes publicly traded (i.e., subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934) under Rule 701 and that more restrictive conditions apply to affiliates of the Company under Rule 144.

I further acknowledge that all certificates representing any of the Shares subject to the provisions of the Option shall have endorsed thereon appropriate legends reflecting the foregoing limitations, as well as any legends reflecting restrictions pursuant to the Company’s Articles of Incorporation, Bylaws and/or applicable securities laws.

I further agree that, if required by the Company (or a representative of the underwriters) in connection with the first underwritten registration of the offering of any securities of the Company under the Securities Act, I will not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Shares or other securities of the Company held by me, for a period of time specified by the underwriter(s) (not to exceed one hundred eighty (180) days) following the effective date of the registration statement of the Company filed under the Securities Act. I further agree to execute and deliver such other agreements as may be reasonably requested by the Company and/or the underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to my Shares until the end of such period.

 

A-2


I understand and acknowledge that, as a condition to my receipt of the Shares, I may be required to execute additional agreements, such as a shareholder agreement, right of first refusal and co-sale agreement, voting agreement and/or otherwise, which may subject the Shares to additional restrictions with regards to transfer, voting or otherwise.

I understand that I am purchasing the Shares pursuant to the terms of the Plan, my Option Agreement and/or Notice, copies of which I have received and carefully read and understand.

6. Electronic Transmission for Shareholder Notices. By providing Optionholder’s email address below, if and when Optionholder exercises this Option with respect to any of the Shares, Optionholder hereby consents to receive electronically transmitted notices for any and all purposes under the Washington Business Corporation Act at the email address provided or as subsequently modified by written notice. Unless otherwise required by law, such electronic notice, if sent during normal business hours of the recipient, will be effective on the next business day.

 

Very truly yours,

 

 

(Print Name)
Address:  

 

 

Email:  

 

 

Receipt of the above is hereby acknowledged.
AVALARA, INC.
By:  

 

Title:  

 

Dated:  

 

 

A-3


ELECTION PURSUANT TO SECTION 83(B)

OF THE INTERNAL REVENUE CODE

This statement is being made under Section 83(b) of the Internal Revenue Code, pursuant to Treasury Regulations Section 1.83-2.

 

(1) The person who performed the services is:

 

Name:  

 

 
Address:  

 

 
Social Security No.:  

 

 
Taxpayer Ident. No.:  

 

 
Taxable Year:  

 

 

 

(2) The property with respect to which the election is being made is                  shares of Common Stock of vAudit Group, Inc..

 

(3) The property was issued on             , 20    .

 

(4) The fair market value at the time of transfer (determined without regard to any restriction other than a restriction which by its terms will never lapse) is $             per share.

 

(5) The amount paid for such property is $             per share.

 

(6) A copy of this statement was furnished to vAudit Group, Inc., for whom the taxpayer rendered the service underlying the transfer of property.

 

 

Tax Payer:

 

Name of Spouse (if any):
Dated:             , 20    .

 

1

EX-10.3 8 d317509dex103.htm 2018 EQUITY INCENTIVE PLAN AS AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN AS AMENDED AND RESTATED

Exhibit 10.3

AVALARA, INC.

2018 EQUITY INCENTIVE PLAN

SECTION 1. PURPOSE

The purpose of the Avalara, Inc. 2018 Equity Incentive Plan is to attract, retain and motivate employees, officers, directors, consultants, agents, advisors and independent contractors of the Company and its Related Companies by providing them with the opportunity to acquire a proprietary interest in the Company and to align their interests and efforts to the long-term interests of the Company’s shareholders.

SECTION 2. DEFINITIONS

Certain capitalized terms used in the Plan have the meanings set forth in Appendix A.

SECTION 3. ADMINISTRATION

 

3.1 Administration of the Plan

 

(a) The Plan shall be administered by the Board and/or the Compensation Committee. The Compensation Committee shall be composed of two or more directors, each of whom is (i) a “non-employee director” within the meaning of Rule 16b-3(b)(3) promulgated under the Exchange Act, or any successor definition adopted by the Securities and Exchange Commission, and (ii) “independent” within the meaning of stock exchange listing rules or rules of a similar regulatory authority applicable to the Company.

 

(b) Notwithstanding the foregoing, the Board may delegate concurrent responsibility for administering the Plan, including with respect to designated classes of Eligible Persons, to different committees consisting of two or more members of the Board, subject to such limitations as the Board deems appropriate, except with respect to Awards granted to Participants who are subject to Section 16 of the Exchange Act. Members of any committee shall serve for such term as the Board may determine, subject to removal by the Board at any time. To the extent consistent with applicable law, the Board may authorize one or more senior executive officers of the Company to grant Awards to designated classes of Eligible Persons, within limits specifically prescribed by the Board; provided, however, that no such officer shall have or obtain authority to grant Awards to himself or herself or to any person subject to Section 16 of the Exchange Act.

 

(c) All references in the Plan to the “Committee” shall be, as applicable, to the Board, the Compensation Committee or any other committee or executive officer to whom authority has been delegated to administer the Plan.

 

3.2 Administration and Interpretation by Committee

 

(a)

Except for the terms and conditions explicitly set forth in the Plan and to the extent permitted by applicable law, the Committee shall have full power and exclusive authority, subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board or the Compensation Committee and the limits of any delegated authority, to (i) select the Eligible Persons to whom Awards may from time to time be granted under the Plan; (ii) determine the type or types of Awards to be granted to each Participant under the Plan; (iii) determine the number of shares of Common Stock to be covered by each Award granted

 


  under the Plan; (iv) determine the terms and conditions of any Award granted under the Plan; (v) approve the forms of notice or agreement for use under the Plan; (vi) amend, modify, suspend, discontinue or terminate the Plan, waive any restrictions or conditions applicable to an Award or amend or modify the terms and conditions of an outstanding Award; (vii) determine whether, to what extent and under what circumstances Awards may be settled in cash, shares of Common Stock or other property or canceled or suspended; (viii) interpret and administer the Plan and any instrument evidencing an Award, notice or agreement executed or entered into under the Plan; (ix) establish such rules and regulations as it shall deem appropriate for the proper administration and operation of the Plan; (x) delegate ministerial duties to such of the Company’s employees as it so determines; and (xi) make any other determination and take any other action that the Committee deems necessary or desirable for administration of the Plan.

 

(b) Notwithstanding the foregoing, the Committee shall not have the right, without shareholder approval, to (i) lower the exercise or grant price of an Option or SAR after it is granted; (ii) cancel an Option or SAR at a time when its exercise or grant price exceeds the Fair Market Value of the underlying stock, in exchange for cash, another option or stock appreciation right, restricted stock, or other equity award; or (iii) take any other action that is treated as a repricing under U.S. generally accepted accounting principles.

 

(c) The effect on the vesting of an Award of a Company-approved leave of absence or a Participant’s reduction in hours of employment or service shall be determined by the Company’s chief human resources officer or other person performing that function or, with respect to directors or executive officers, by the Compensation Committee, whose determination shall be final.

 

(d) Decisions of the Committee shall be final, conclusive and binding on all persons, including the Company, any Participant, any shareholder and any Eligible Person. A majority of the members of the Committee may determine its actions.

SECTION 4. SHARES SUBJECT TO THE PLAN

 

4.1 Authorized Number of Shares

Subject to adjustment from time to time as provided in Section 15.1, the number of shares of Common Stock available for issuance under the Plan shall be:

 

(a) 8% of the total number of shares of Common Stock outstanding on the Effective Close Date (rounded up to the nearest whole share); plus

 

(b) an annual share increase to be added as of January 1st of each calendar year commencing after the Effective Close Date equal to the lesser of (i) 5% of the aggregate number of shares of Common Stock outstanding on December 31st of the immediately preceding calendar year, (rounded up to the nearest whole share and excluding for this purpose any such outstanding shares of Common Stock that were granted under the Plan and remain unvested and subject to forfeiture as of the relevant December 31st) and (ii) an amount determined by the Committee; provided, however, that any shares that become available from any such increases in previous years that are not actually issued shall continue to be available for issuance under the Plan; plus

 

(c) any shares subject to outstanding awards under the Company’s 2006 Equity Incentive Plan (the “2006 Plan”) on the IPO Date that subsequently cease to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested or nonforfeitable shares), which shares shall cease, as of the applicable dates, to be set aside or reserved for issuance pursuant to the 2006 Plan and shall instead be set aside and reserved for issuance pursuant to the Plan.

 

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Shares issued under the Plan shall be drawn from authorized and unissued shares.

 

4.2 Share Usage

 

(a) If any Award lapses, expires, terminates or is canceled prior to the issuance of shares thereunder or if shares of Common Stock are issued under the Plan to a Participant and thereafter are forfeited to the Company, the shares subject to such Awards and the forfeited shares shall again be available for issuance under the Plan. Any shares of Common Stock (i) tendered by a Participant or retained by the Company as full or partial payment to the Company for the purchase price of an Award or to satisfy tax withholding obligations in connection with an Award, or (ii) covered by an Award that is settled in cash, or in a manner such that some or all of the shares of Common Stock covered by the Award are not issued, shall be available for Awards under the Plan. The number of shares of Common Stock available for issuance under the Plan shall not be reduced to reflect any dividends or dividend equivalents that are reinvested into additional shares of Common Stock or credited as additional shares of Common Stock subject or paid with respect to an Award.

 

(b) The Committee shall also, without limitation, have the authority to grant Awards as an alternative to or as the form of payment for grants or rights earned or due under other compensation plans or arrangements of the Company.

 

(c) Notwithstanding any other provision of the Plan to the contrary, the Committee may grant Substitute Awards under the Plan. Substitute Awards shall not reduce the number of shares authorized for issuance under the Plan. In the event that an Acquired Entity has shares available for awards or grants under one or more preexisting plans not adopted in contemplation of such acquisition or combination and previously approved by the Acquired Entity’s shareholders, then, to the extent determined by the Board or the Compensation Committee, the shares available for grant pursuant to the terms of such preexisting plans (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to holders of securities of the entities that are parties to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the number of shares of Common Stock authorized for issuance under the Plan; provided, however, that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of such preexisting plans, absent the acquisition or combination, and shall only be made to individuals who were not employees or directors of the Company or a Related Company prior to such acquisition or combination. In the event that a written agreement between the Company and an Acquired Entity pursuant to which a merger or consolidation is completed is approved by the Board and that agreement sets forth the terms and conditions of the substitution for or assumption of outstanding awards of the Acquired Entity, those terms and conditions shall be deemed to be the action of the Committee without any further action by the Committee, except as may be required for compliance with Rule 16b-3 under the Exchange Act, and the persons holding such awards shall be deemed to be Participants.

 

(d) Notwithstanding any other provision of this Section 4.2 to the contrary, the maximum number of shares of Common Stock that may be issued upon the exercise of Incentive Stock Options shall be 5,000,000 shares, subject to adjustment as provided in Section 15.1.

 

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4.3 Limitation on Awards to Non-Employee Directors

Notwithstanding any other provision of the Plan to the contrary, during any calendar year, no member of the Board who is not an employee of the Company or a Related Company may be granted Awards or cash compensation solely with respect to service as a director that exceeds in the aggregate $750,000 in value (such value for Awards denominated in shares computed as of the Grant Date of such Awards in accordance with applicable financial accounting standards). For purposes of the foregoing limit, Awards granted in previous calendar years will not count against the Award limits in subsequent calendar years, even if the Awards from previous calendar years are earned, vest or are otherwise settled in calendar years following the calendar year in which they are granted.

SECTION 5. ELIGIBILITY

An Award may be granted to any employee, officer or director of the Company or a Related Company whom the Committee from time to time selects. An Award may also be granted to any consultant, agent, advisor or independent contractor for bona fide services rendered to the Company or any Related Company that (a) are not in connection with the offer and sale of the Company’s securities in a capital-raising transaction and (b) do not directly or indirectly promote or maintain a market for the Company’s securities.

SECTION 6. AWARDS

 

6.1 Form, Grant and Settlement of Awards

The Committee shall have the authority, in its sole discretion, to determine the type or types of Awards to be granted under the Plan. Such Awards may be granted either alone or in addition to or in tandem with any other type of Award. Any Award settlement may be subject to such conditions, restrictions and contingencies as the Committee shall determine.

 

6.2 Evidence of Awards

Awards granted under the Plan shall be evidenced by a written, including an electronic, instrument that shall contain such terms, conditions, limitations and restrictions as the Committee shall deem advisable that are not inconsistent with the Plan.

 

6.3 Dividends and Distributions

Participants may, if the Committee so determines, other than with respect to Options or Stock Appreciation Rights, be credited with dividends or dividend equivalents for dividends paid with respect to shares of Common Stock underlying an Award in a manner determined by the Committee in its sole discretion; provided, however, that with respect to Awards that are subject to achievement of performance goals, any such credited dividends or dividend equivalents may be paid only with respect to the portion of such Awards that is actually earned. The Committee may apply any restrictions to the dividends or dividend equivalents that the Committee deems appropriate. The Committee, in its sole discretion, may determine the form of payment of dividends or dividend equivalents, including cash, shares of Common Stock, Restricted Stock or Stock Units. Also notwithstanding the foregoing, the right to any dividends or dividend equivalents declared and paid on Restricted Stock must comply with or qualify for an exemption under Section 409A.

 

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SECTION 7. OPTIONS

 

7.1 Grant of Options

The Committee may grant Options designated as Incentive Stock Options or Nonqualified Stock Options.

 

7.2 Option Exercise Price

Options shall be granted with an exercise price per share not less than 100% of the Fair Market Value of the Common Stock on the Grant Date (and such exercise price shall not be less than the minimum exercise price required by Section 422 of the Code with respect to Incentive Stock Options), except in the case of Substitute Awards.

 

7.3 Term of Options

Subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the Option, the maximum term of an Option shall be ten years from the Grant Date. For Incentive Stock Options, the maximum term shall comply with Section 422 of the Code.

 

7.4 Exercise of Options

 

(a) The Committee shall establish and set forth in each instrument that evidences an Option the time at which, or the installments in which, the Option shall vest and become exercisable.

 

(b) To the extent an Option has vested and become exercisable, the Option may be exercised in whole or from time to time in part by delivery to the Company or a brokerage firm designated or approved by the Company of a properly executed stock option exercise agreement or notice, in a form and in accordance with procedures established by the Committee, setting forth the number of shares with respect to which the Option is being exercised, the restrictions imposed on the shares purchased under such exercise agreement or notice, if any, and such representations and agreements as may be required by the Committee, accompanied by payment in full as described in Section 7.5. An Option may be exercised only for whole shares and may not be exercised for less than a reasonable number of shares at any one time, as determined by the Committee.

 

7.5 Payment of Exercise Price

The exercise price for shares purchased under an Option shall be paid in full to the Company by delivery of consideration equal to the product of the Option exercise price and the number of shares purchased. Such consideration must be paid before the Company will issue the shares being purchased to the Participant and must be in a form or a combination of forms acceptable to the Committee for that purchase, which forms, in the Committee’s discretion, may include:

 

(a) cash;

 

(b) check or wire transfer;

 

(c) having the Company withhold shares of Common Stock that would otherwise be issued on exercise of the Option that have an aggregate Fair Market Value equal to the aggregate exercise price of the shares being purchased under the Option;

 

(d) tendering (either actually or, so long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, by attestation) shares of Common Stock owned by the Participant that have an aggregate Fair Market Value equal to the aggregate exercise price of the shares being purchased under the Option;

 

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(e) so long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, and to the extent permitted by law, delivery of a properly executed exercise agreement or notice, together with irrevocable instructions to a brokerage firm designated or approved by the Company to deliver promptly to the Company the aggregate amount of proceeds to pay the Option exercise price and any withholding tax obligations that may arise in connection with the exercise, all in accordance with the regulations of the Federal Reserve Board; or

 

(f) such other consideration as the Committee may permit.

 

7.6 Effect of Termination of Service

 

(a) The Committee shall establish and set forth in each instrument that evidences an Option whether the Option shall continue to be exercisable, and the terms and conditions of such exercise, after a Termination of Service, any of which provisions may be waived or modified by the Committee at any time.

 

(b) If the exercise of the Option following a Participant’s Termination of Service, but while the Option is otherwise exercisable, would be prohibited solely because the issuance of Common Stock upon exercise of the Option would violate the registration requirements under the Securities Act or similar requirements under the laws of any state or foreign jurisdiction, then the Option shall remain exercisable until the earlier of (i) the Option Expiration Date and (ii) the expiration of a total period of three (3) months (or such longer period of time as determined by the Committee in its sole discretion), which time period need not be consecutive, after the Participant’s Termination of Service during which exercise of the Option would not be in violation of the Securities Act or other requirements.

SECTION 8. INCENTIVE STOCK OPTION LIMITATIONS

Notwithstanding any other provision of the Plan to the contrary, the terms and conditions of any Incentive Stock Options shall in addition comply in all respects with Section 422 of the Code, or any successor provision, and any applicable regulations thereunder, including, to the extent required thereunder, the following:

 

8.1 Eligible Employees

Individuals who are not employees of the Company or one of its parent or subsidiary corporations (as such terms are defined for purposes of Section 422 of the Code) on the Grant Date may not be granted Incentive Stock Options.

 

8.2 Dollar Limitation

To the extent the aggregate Fair Market Value of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year exceeds $100,000 (or, if different, the maximum limitation in effect at the time of grant under the Code), such portion in excess of $100,000 shall be treated as a Nonqualified Stock Option.

 

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8.3 Ten Percent Shareholders

In the case of an Incentive Stock Option granted to a Participant who owns more than 10% of the total combined voting power of all classes of the stock of the Company or of its parent or subsidiary corporations (a “Ten Percent Shareholder”), such Option shall be granted with an exercise price per share not less than 110% of the Fair Market Value of the Common Stock on the Grant Date and with a maximum term of five years from the Grant Date. The determination of more than 10% ownership shall be made in accordance with Section 422 of the Code.

SECTION 9. STOCK APPRECIATION RIGHTS

 

9.1 Grant of Stock Appreciation Rights

The Committee may grant Stock Appreciation Rights to Participants at any time on such terms and conditions as the Committee shall determine in its sole discretion. An SAR may be granted in tandem with an Option (a “tandem SAR”) or alone (a “freestanding SAR”). The grant price of a tandem SAR shall be equal to the exercise price of the related Option. The grant price of a freestanding SAR shall be established in accordance with procedures for Options set forth in Section 7.2. An SAR may be exercised upon such terms and conditions and for such term as the Committee determines in its sole discretion; provided, however, that, subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the SAR, the maximum term of a freestanding SAR shall be ten years, and in the case of a tandem SAR, (a) the term shall not exceed the term of the related Option and (b) the tandem SAR may be exercised for all or part of the shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option, except that the tandem SAR may be exercised only with respect to the shares for which its related Option is then exercisable.

 

9.2 Payment of SAR Amount

Upon the exercise of an SAR, a Participant shall be entitled to receive payment in an amount determined by multiplying: (a) the excess of the Fair Market Value of the Common Stock on the date of exercise over the grant price of the SAR by (b) the number of shares with respect to which the SAR is exercised. At the discretion of the Committee as set forth in the instrument evidencing the Award, the payment upon exercise of an SAR may be in cash, in shares, in some combination thereof or in any other manner approved by the Committee in its sole discretion.

SECTION 10. STOCK AWARDS, RESTRICTED STOCK AND STOCK UNITS

 

10.1 Grant of Stock Awards, Restricted Stock and Stock Units

The Committee may grant Stock Awards, Restricted Stock and Stock Units on such terms and conditions and subject to such repurchase or forfeiture restrictions, if any, which may be based on continuous employment or service with the Company or a Related Company or the achievement of performance goals, as the Committee shall determine in its sole discretion, which terms, conditions and restrictions shall be set forth in the instrument evidencing the Award.

 

10.2 Vesting of Restricted Stock and Stock Units

Upon the satisfaction of any terms, conditions and restrictions prescribed with respect to Restricted Stock or Stock Units, or upon a Participant’s release from any terms, conditions and restrictions on Restricted Stock or Stock Units, as determined by the Committee, (a) the shares covered by each Award of Restricted Stock shall become freely transferable by the Participant, and (b) Stock Units shall be paid in shares of Common Stock or, if set forth in the instrument evidencing the Awards, in cash or a combination of cash and shares of Common Stock. Any fractional shares subject to such Awards shall be paid to the Participant in cash.

 

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SECTION 11. PERFORMANCE AWARDS

 

11.1 Performance Shares

The Committee may grant Awards of Performance Shares, designate the Participants to whom Performance Shares are to be awarded and determine the number of Performance Shares and the terms and conditions of each such Award. Performance Shares shall consist of a unit valued by reference to a designated number of shares of Common Stock, the value of which may be paid to the Participant by delivery of shares of Common Stock or, if set forth in the instrument evidencing the Award, of such property as the Committee shall determine, including, without limitation, cash, shares of Common Stock, other property, or any combination thereof, upon the attainment of performance goals, as established by the Committee, and other terms and conditions specified by the Committee. The amount to be paid under an Award of Performance Shares may be adjusted on the basis of such further consideration as the Committee shall determine in its sole discretion.

 

11.2 Performance Units

The Committee may grant Awards of Performance Units, designate the Participants to whom Performance Units are to be awarded and determine the number of Performance Units and the terms and conditions of each such Award. Performance Units shall consist of a unit valued by reference to a designated amount of property other than shares of Common Stock, which value may be paid to the Participant by delivery of such property as the Committee shall determine, including, without limitation, cash, shares of Common Stock, other property, or any combination thereof, upon the attainment of performance goals, as established by the Committee, and other terms and conditions specified by the Committee. The amount to be paid under an Award of Performance Units may be adjusted on the basis of such further consideration as the Committee shall determine in its sole discretion.

SECTION 12. OTHER STOCK OR CASH-BASED AWARDS

Subject to the terms of the Plan and such other terms and conditions as the Committee deems appropriate, the Committee may grant other incentives payable in cash or in shares of Common Stock under the Plan.

SECTION 13. WITHHOLDING

 

(a) The Company or a Related Company may require the Participant to pay to the Company or a Related Company, as applicable, the amount of (i) any taxes that the Company or a Related Company is required by applicable federal, state, local or foreign law to withhold with respect to the grant, vesting or exercise of an Award (“tax withholding obligations”) and (ii) any amounts due from the Participant to the Company or any Related Company (“other obligations”). Notwithstanding any other provision of the Plan to the contrary, the Company shall not be required to issue any shares of Common Stock or otherwise settle an Award under the Plan until such tax withholding obligations and other obligations are satisfied.

 

(b)

The Committee, its sole discretion, may permit or require a Participant to satisfy all or part of the Participant’s tax withholding obligations and other obligations by (i) paying cash to the Company or a Related Company, as applicable, (ii) having the Company or a Related Company withhold an amount from any cash amounts otherwise due or to become due from the Company or a Related Company to the Participant, (iii) having the Company withhold a number of shares of Common

 

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  Stock that would otherwise be issued to the Participant (or become vested, in the case of Restricted Stock) having a Fair Market Value equal to the tax withholding obligations and other obligations, (iv) surrendering a number of shares of Common Stock the Participant already owns having a value equal to the tax withholding obligations and other obligations, (v) selling shares of Common Stock issued under an Award on the open market or to the Company, or (vi) taking such other action as may be necessary in the opinion of the Committee to satisfy any applicable tax withholding obligations. The value of the shares so withheld or tendered may not exceed the employer’s minimum required tax withholding rate; provided, however, that, in the discretion of the Committee and to the extent permitted under applicable financial accounting standards, the value of shares so withheld or tendered may exceed the employer’s minimum required tax withholding rate but may not be greater than the maximum tax withholding rate, so long as the exercise of such discretion by the Committee would not result in adverse treatment for financial accounting purposes.

SECTION 14. ASSIGNABILITY

No Award or interest in an Award may be sold, assigned, pledged (as collateral for a loan or as security for the performance of an obligation or for any other purpose) or transferred by a Participant or made subject to attachment or similar proceedings otherwise than by will or by the applicable laws of descent and distribution, except to the extent the Participant designates one or more beneficiaries on a Company-approved form who may exercise the Award or receive payment under the Award after the Participant’s death. During a Participant’s lifetime, an Award may be exercised only by the Participant. Notwithstanding the foregoing, and to the extent permitted by Section 422 of the Code and applicable securities laws, the Committee, in its sole discretion, may permit a Participant to assign or transfer an Award subject to such terms and conditions as the Committee shall specify.

SECTION 15. ADJUSTMENTS

 

15.1 Adjustment of Shares

 

(a) In the event, at any time or from time to time, a stock dividend, stock split, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, statutory share exchange, distribution to shareholders other than a normal cash dividend, or other change in the Company’s corporate or capital structure, results in (i) the outstanding shares of Common Stock, or any securities exchanged therefor or received in their place, being exchanged for a different number or kind of securities of the Company or of any other Company or (ii) new, different or additional securities of the Company or of any other company being received by the holders of shares of Common Stock, then the Committee shall make proportional adjustments in (1) the maximum number and kind of securities available for issuance under the Plan; (2) the maximum number and kind of securities issuable as Incentive Stock Options as set forth in Section 4.2(d); and (3) the number and kind of securities that are subject to any outstanding Award and the per share price of such securities. The determination by the Committee as to the terms of any of the foregoing adjustments shall be conclusive and binding.

 

(b) The Committee may also make adjustments as described in Section 15.1(a)(1)-(3) in the event of any distribution of assets or cash to shareholders other than a normal cash dividend. In determining adjustments to be made under this Section 15.1(b), the Committee may take into account such factors as it deems appropriate, including (i) the restrictions of applicable law and (ii) potential tax and accounting consequences of an adjustment and may make adjustments that are not uniform or proportionate among outstanding Awards. Any such adjustments to outstanding Awards shall be effected in a manner that precludes the enlargement of rights and benefits under such Awards.

 

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(c) Adjustments, if any, and any determinations or interpretations, including any determination of whether a distribution is other than a normal cash dividend, made by the Committee as to the terms of any of the foregoing adjustments, shall be conclusive and binding. Notwithstanding the foregoing, the issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services rendered, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, outstanding Awards. Also notwithstanding the foregoing, a dissolution or liquidation of the Company or a Change in Control shall not be governed by this Section 15.1 but shall be governed by Sections 15.2 and 15.3, respectively.

 

15.2 Dissolution or Liquidation

To the extent not previously exercised or settled, and unless otherwise determined by the Committee in its sole discretion, Awards shall terminate immediately prior to the dissolution or liquidation of the Company. To the extent a vesting condition, forfeiture provision or repurchase right applicable to an Award has not been waived by the Committee, the Award shall be forfeited immediately prior to the consummation of the dissolution or liquidation.

 

15.3 Change in Control

Notwithstanding any other provision of the Plan to the contrary, unless the Committee shall determine otherwise in the instrument evidencing the Award or in a written employment, services or other agreement between a Participant and the Company or a Related Company, in the event of a Change in Control:

 

(a) If the Change in Control is a Company Transaction in which Awards, other than Performance Shares, Performance Units or other performance-based Awards, could be converted, assumed, substituted for or replaced by the Successor Company, then, if and to the extent that the Successor Company converts, assumes, substitutes for or replaces an Award, the vesting restrictions and/or forfeiture provisions applicable to such Award shall not be accelerated or lapse, and all such vesting restrictions and/or forfeiture provisions shall continue with respect to any shares of the Successor Company or other consideration that may be received with respect to such Award. If and to the extent that such Awards are not converted, assumed, substituted for or replaced by the Successor Company or the Change in Control is not a Company Transaction in which Awards could be converted, assumed, substituted for or replaced, such outstanding Awards, other than Performance Shares, Performance Units or other performance-based Awards, shall become fully vested and exercisable or payable, and all applicable restrictions or forfeiture provisions shall lapse, immediately prior to the Change in Control and such Awards shall terminate at the effective time of the Change in Control.

For the purposes of this Section 15.3(a), an Award shall be considered converted, assumed, substituted for or replaced by the Successor Company if following the Change in Control, the Award confers the right to purchase or receive, for each share of Common Stock subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash or other securities or property) received in the Change in Control by holders of Common Stock for each share held on the effective date of the transaction (and if holders were offered a choice of

 

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consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the Change in Control is not solely common stock of the Successor Company, the Committee may, with the consent of the Successor Company, provide for the consideration to be received pursuant to the Award, for each share of Common Stock subject thereto, to be solely common stock of the Successor Company substantially equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Control. The determination of such substantial equality of value of consideration shall be made by the Committee, and its determination shall be conclusive and binding.

 

(b) All Performance Shares, Performance Units or other performance-based Awards earned and outstanding as of the date the Change in Control is determined to have occurred and for which the payout level has been determined shall be payable in full in accordance with the payout schedule pursuant to the instrument evidencing the Award. Any outstanding Performance Shares, Performance Units or other performance-based Awards (including any applicable performance period) for which the payout level has not been determined shall be prorated at the target payout level up to and including the date of such Change in Control and shall be payable in accordance with the payout schedule pursuant to the instrument evidencing the Award. Any existing deferrals or other restrictions not waived by the Committee in its sole discretion shall remain in effect.

 

(c) Notwithstanding the foregoing, the Committee, in its sole discretion, may instead provide in the event of a Change in Control that a Participant’s outstanding Awards shall terminate upon or immediately prior to such Change in Control and that such Participant shall receive, in exchange therefor, a cash payment equal to the amount (if any) by which (x) the value of the per share consideration received by holders of Common Stock in the Change in Control, or, in the event the Change in Control is one of the transactions listed under subsection (c) in the definition of Company Transaction or otherwise does not result in direct receipt of consideration by holders of Common Stock, the value of the deemed per share consideration received, in each case as determined by the Committee in its sole discretion, multiplied by the number of shares of Common Stock subject to such outstanding Awards (to the extent then vested and exercisable or whether or not then vested and exercisable, as determined by the Committee in its sole discretion) exceeds (y) if applicable, the respective aggregate exercise price or grant price for such Awards.

 

(d) For the avoidance of doubt, nothing in this Section 15.3 requires all outstanding Awards (or portions thereof) to be treated similarly.

 

15.4 Further Adjustment of Awards

Subject to Sections 15.2 and 15.3, the Committee shall have the discretion, exercisable at any time before a sale, merger, consolidation, statutory share exchange, reorganization, liquidation, dissolution or change of control of the Company, as defined by the Committee, to take such further action as it determines to be necessary or advisable with respect to Awards. Such authorized action may include (but shall not be limited to) establishing, amending or waiving the type, terms, conditions or duration of, or restrictions on, Awards so as to provide for earlier, later, extended or additional time for exercise, lifting restrictions and other modifications, and the Committee may take such actions with respect to all Participants, to certain categories of Participants or only to individual Participants. The Committee may take such action before or after granting Awards to which the action relates and before or after any public announcement with respect to such sale, merger, consolidation, statutory share exchange, reorganization, liquidation, dissolution or change of control that is the reason for such action.

 

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15.5 No Limitations

The grant of Awards shall in no way affect the Company’s right to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

 

15.6 No Fractional Shares

In the event of any adjustment in the number of shares covered by any Award, each such Award shall cover only the number of full shares resulting from such adjustment, and any fractional shares resulting from such adjustment shall be disregarded.

 

15.7 Section 409A

Notwithstanding any other provision of the Plan to the contrary, (a) any adjustments made pursuant to this Section 15 to Awards that are considered “deferred compensation” within the meaning of Section 409A shall be made in compliance with the requirements of Section 409A and (b) any adjustments made pursuant to this Section 15 to Awards that are not considered “deferred compensation” subject to Section 409A shall be made in such a manner intended to ensure that after such adjustment the Awards either (i) continue not to be subject to Section 409A or (ii) comply with the requirements of Section 409A.

SECTION 16. MARKET STANDOFF

In the event of an underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, no person may sell, make any short sale of, loan, hypothecate, pledge, assign, grant any option for the purchase of, or otherwise dispose of or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect to any shares issued pursuant to an Award granted under the Plan without the prior written consent of the Company or its underwriters. Such limitations shall be in effect for such period of time as may be requested by the Company or such underwriters; provided, however, that in no event shall such period exceed (a) 180 days after the effective date of the registration statement for such public offering or (b) such longer period requested by the underwriters as is necessary to comply with regulatory restrictions on the publication of research reports (including, but not limited to, FINRA Rule 2241, or any amendments or successor rules thereto). The limitations of this Section 16 shall in all events terminate two years after the effective date of the Company’s initial public offering.

SECTION 17. AMENDMENT AND TERMINATION

 

17.1 Amendment, Suspension or Termination

The Board or the Compensation Committee may amend, suspend or terminate the Plan or any portion of the Plan at any time and in such respects as it shall deem advisable; provided, however, that shareholder approval shall be required for any amendment to the Plan to the extent required by applicable law, regulation or stock exchange rule; and provided, further, that the Board shall be required to approve any amendment that requires shareholder approval. Subject to Section 17.3, the Committee may amend the terms of any outstanding Award, prospectively or retroactively.

 

17.2 Term of the Plan

Unless sooner terminated as provided herein, the Plan shall automatically terminate on the tenth anniversary of the earlier of (a) the date the Board adopted the Plan and (b) the date the shareholders approved the Plan. After the Plan is terminated, no future Awards may be granted, but Awards previously granted shall remain outstanding in accordance with their terms and conditions and the Plan’s terms and conditions.

 

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17.3 Consent of Participant

The amendment, suspension or termination of the Plan or a portion thereof or the amendment of an outstanding Award shall not, without the Participant’s consent, materially adversely affect any rights under any Award theretofore granted to the Participant under the Plan. Any change or adjustment to an outstanding Incentive Stock Option shall not, without the consent of the Participant, be made in a manner so as to constitute a “modification” that would cause such Incentive Stock Option to fail to continue to qualify as an Incentive Stock Option. Notwithstanding the foregoing, any adjustments made pursuant to Section 15 shall not be subject to these restrictions.

SECTION 18. GENERAL

 

18.1 No Individual Rights

No individual or Participant shall have any claim to be granted any Award under the Plan, and the Company has no obligation for uniformity of treatment of Participants under the Plan.

Furthermore, nothing in the Plan or any Award granted under the Plan shall be deemed to constitute an employment contract or confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Related Company or limit in any way the right of the Company or any Related Company to terminate a Participant’s employment or other relationship at any time, with or without cause.

 

18.2 Issuance of Shares

 

(a) Notwithstanding any other provision of the Plan, the Company shall have no obligation to issue or deliver any shares of Common Stock under the Plan or make any other distribution of benefits under the Plan unless, in the opinion of the Company’s counsel, such issuance, delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act or the laws of any state or foreign jurisdiction) and the applicable requirements of any securities exchange or similar entity.

 

(b) The Company shall be under no obligation to any Participant to register for offering or resale or to qualify for exemption under the Securities Act, or to register or qualify under the laws of any state or foreign jurisdiction, any shares of Common Stock, security or interest in a security paid or issued under, or created by, the Plan, or to continue in effect any such registrations or qualifications if made.

 

(c)

As a condition to the exercise of an Option or any other receipt of Common Stock pursuant to an Award under the Plan, the Company may require (i) the Participant to represent and warrant at the time of any such exercise or receipt that such shares are being purchased or received only for the Participant’s own account and without any present intention to sell or distribute such shares and (ii) such other action or agreement by the Participant as may from time to time be necessary to comply with federal, state and foreign securities laws. At the option of the Company, a stop-transfer order against any such shares may be placed on the official stock books and records of the Company, and a legend indicating that such shares may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided (concurred in by counsel for the Company)

 

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  stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates to ensure exemption from registration. The Committee may also require the Participant to execute and deliver to the Company a purchase agreement or such other agreement as may be in use by the Company at such time that describes certain terms and conditions applicable to the shares.

 

(d) To the extent the Plan or any instrument evidencing an Award provides for issuance of stock certificates to reflect the issuance of shares of Common Stock, the issuance may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange.

 

18.3 Indemnification

 

(a) Each person who is or shall have been a member of the Board, the Compensation Committee, or a committee of the Board or an officer of the Company to whom authority to administer the Plan is delegated in accordance with Section 3.1, shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by such person in connection with or resulting from any claim, action, suit or proceeding to which such person may be a party or in which such person may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by such person in settlement thereof, with the Company’s approval, or paid by such person in satisfaction of any judgment in any such claim, action, suit or proceeding against such person, unless such loss, cost, liability or expense is a result of such person’s own willful misconduct or except as expressly provided by statute; provided, however, that such person shall give the Company an opportunity, at its own expense, to handle and defend the same before such person undertakes to handle and defend it on such person’s own behalf.

 

(b) The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such person may be entitled under the Company’s articles of incorporation or bylaws, as a matter of law, or otherwise, or of any power that the Company may have to indemnify or hold harmless.

 

18.4 No Rights as a Shareholder

Unless otherwise provided by the Committee or in the instrument evidencing the Award or in a written employment, services or other agreement, no Award, other than a Stock Award or Restricted Stock Award, shall entitle the Participant to any cash dividend, voting or other right of a shareholder unless and until the date of issuance under the Plan of the shares that are the subject of such Award.

 

18.5 Compliance with Laws and Regulations

 

(a) In interpreting and applying the provisions of the Plan, any Option granted as an Incentive Stock Option pursuant to the Plan shall, to the extent permitted by law, be construed as an “incentive stock option” within the meaning of Section 422 of the Code.

 

(b)

The Plan and Awards granted under the Plan are intended to be exempt from the requirements of Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the exclusion applicable to stock options, stock appreciation rights and certain other equity-based compensation under Treasury Regulation Section 1.409A-1(b)(5), or otherwise. To the extent Section 409A is applicable to the Plan or any Award granted under the Plan, it is intended that the Plan and any

 

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  Awards granted under the Plan shall comply with the deferral, payout and other limitations and restrictions imposed under Section 409A. Notwithstanding any other provision of the Plan or any Award granted under the Plan to the contrary, the Plan and any Award granted under the Plan shall be interpreted, operated and administered in a manner consistent with such intentions. Without limiting the generality of the foregoing, and notwithstanding any other provision of the Plan or any Award granted under the Plan to the contrary, with respect to any payments and benefits under the Plan or any Award granted under the Plan to which Section 409A applies, all references in the Plan or any Award granted under the Plan to the termination of the Participant’s employment or service are intended to mean the Participant’s “separation from service,” within the meaning of Section 409A(a)(2)(A)(i). In addition, if the Participant is a “specified employee,” within the meaning of Section 409A, then to the extent necessary to avoid subjecting the Participant to the imposition of any additional tax under Section 409A, amounts that would otherwise be payable under the Plan or any Award granted under the Plan during the six-month period immediately following the Participant’s “separation from service,” within the meaning of Section 409A(a)(2)(A)(i), shall not be paid to the Participant during such period, but shall instead be accumulated and paid to the Participant (or, in the event of the Participant’s death, the Participant’s estate) in a lump sum on the first business day after the earlier of the date that is six months following the Participant’s separation from service or the Participant’s death. Notwithstanding any other provision of the Plan to the contrary, the Committee, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify the Plan and any Award granted under the Plan so that the Award qualifies for exemption from or complies with Section 409A; provided, however, that the Committee makes no representations that Awards granted under the Plan shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to Awards granted under the Plan.

 

(c) Also notwithstanding any other provision of the Plan to the contrary, the Board or the Compensation Committee shall have broad authority to amend the Plan or any outstanding Award without the consent of the Participant to the extent the Board or the Compensation Committee deems necessary or advisable to comply with, or take into account, changes in applicable tax laws, securities laws, accounting rules or other applicable laws, rules or regulations.

 

18.6 Participants in Other Countries or Jurisdictions

Without amending the Plan, the Committee may grant Awards to Eligible Persons who are foreign nationals on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan and shall have the authority to adopt such modifications, procedures, subplans and the like as may be necessary or desirable to comply with provisions of the laws or regulations of other countries or jurisdictions in which the Company or any Related Company may operate or have employees to ensure the viability of the benefits from Awards granted to Participants employed in such countries or jurisdictions, meet the requirements that permit the Plan to operate in a qualified or tax-efficient manner, comply with applicable foreign laws or regulations and meet the objectives of the Plan.

 

18.7 No Trust or Fund

The Plan is intended to constitute an “unfunded” plan. Nothing contained herein shall require the Company to segregate any monies or other property, or shares of Common Stock, or to create any trusts, or to make any special deposits for any immediate or deferred amounts payable to any Participant, and no Participant shall have any rights that are greater than those of a general unsecured creditor of the Company.

 

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18.8 Successors

All obligations of the Company under the Plan with respect to Awards shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all the business and/or assets of the Company.

 

18.9 Severability

If any provision of the Plan or any Award is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the Committee’s determination, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.

 

18.10 Choice of Law and Venue

The Plan, all Awards granted thereunder and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Washington without giving effect to principles of conflicts of law. Participants irrevocably consent to the nonexclusive jurisdiction and venue of the state and federal courts located in the State of Washington.

 

18.11 Legal Requirements

The granting of Awards and the issuance of shares of Common Stock under the Plan are subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required.

 

18.12 Electronic Communication

Any document required to be delivered under the Plan, including under applicable laws, may be delivered in writing or electronically. Signature may also be electronic if permitted by the Company.

 

18.13 Recoupment

Awards shall be subject to the requirements of (a) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation) and any implementing rules and regulations thereunder, (b) similar rules under the laws of any other jurisdiction, (c) any compensation recovery or clawback policies adopted by the Company to implement any such requirements or (d) any other compensation recovery or clawback policies as may be adopted from time to time by the Company, all to the extent determined by the Committee in its discretion to be applicable to a Participant.

SECTION 19. EFFECTIVE DATE

The Plan will become effective on the date the Board adopts the Plan (the “Effective Date”); provided, however, that no Awards may be granted prior to the IPO Date. If the shareholders of the Company do not approve the Plan within 12 months after the Effective Date, any Incentive Stock Options granted under the Plan shall be treated as Nonqualified Stock Options.

 

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APPENDIX A

DEFINITIONS

As used in the Plan,

Acquired Entity” means any entity acquired by the Company or a Related Company or with which the Company or a Related Company merges or combines.

Award” means any Option, Stock Appreciation Right, Stock Award, Restricted Stock, Stock Unit, Performance Share, Performance Unit, cash-based award or other incentive payable in cash or in shares of Common Stock as may be designated by the Committee from time to time.

Board” means the Board of Directors of the Company.

Cause,” unless otherwise defined in the instrument evidencing an Award or in a written employment, services or other agreement between the Participant and the Company or a Related Company, means dishonesty, fraud, serious or willful misconduct, unauthorized use or disclosure of confidential information or trade secrets, or conduct prohibited by law (except minor violations), in each case as determined by the Company’s chief human resources officer or other person performing that function or, in the case of directors and executive officers, the Compensation Committee, whose determination shall be conclusive and binding.

Change in Control,” unless the Committee determines otherwise with respect to an Award at the time the Award is granted or unless otherwise defined for purposes of an Award in a written employment, services or other agreement between the Participant and the Company or a Related Company, means the occurrence of any of the following events:

 

(a) an acquisition by any Entity of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (1) the number of then outstanding shares of Common Stock (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege where the security being so converted was not acquired directly from the Company by the party exercising the conversion privilege, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Related Company, (iv) any additional acquisition by an Entity then considered to own more than 50% of the Outstanding Company Common Stock or Outstanding Company Voting Securities; or (v) any acquisition by any Entity pursuant to a transaction that meets the conditions of clauses (i), (ii) and (iii) set forth in the definition of Company Transaction;

 

(b)

a change in the composition of the Board during any two-year period such that the individuals who, as of the beginning of such two-year period, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that for purposes of this definition, any individual who becomes a member of the Board subsequent to the beginning of the two-year period, whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of those individuals who are members

 


  of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; and provided further, however, that any such individual whose initial assumption of office occurs as a result of or in connection with an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of an Entity other than the Board shall not be considered a member of the Incumbent Board; or

 

(c) the consummation of a Company Transaction.

Where a series of transactions undertaken with a common purpose is deemed to be a Change in Control, the date of such Change in Control shall be the date on which the last of such transactions is consummated.

Code” means the Internal Revenue Code of 1986, as amended from time to time. Any reference to a section of the Code will be deemed to include a reference to any regulations promulgated thereunder.

Committee” has the meaning set forth in Section 3.1.

Common Stock” means the common stock, par value $0.0001 per share, of the Company.

Company” means Avalara, Inc., a Washington corporation.

Company Transaction,” unless the Committee determines otherwise with respect to an Award at the time the Award is granted or unless otherwise defined for purposes of an Award in a written employment, services or other agreement between the Participant and the Company or a Related Company, means consummation of:

 

(a) a merger or consolidation of the Company with or into any other company;

 

(b) a statutory share exchange pursuant to which all of the Company’s outstanding shares are acquired or a sale in one transaction or a series of transactions undertaken with a common purpose of all of the Outstanding Company Voting Securities; or

 

(c) a sale, lease, exchange or other transfer in one transaction or a series of related transactions undertaken with a common purpose of all or substantially all of the Company’s assets,

excluding, however, in each case, any such transaction pursuant to which

 

(i) the Entities who are the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such transaction will beneficially own, directly or indirectly, at least 50% of the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, of the Successor Company in substantially the same proportions as their ownership, immediately prior to such transaction, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities;

 

(ii) no Entity (other than the Company, any employee benefit plan (or related trust) of the Company, a Related Company or a Successor Company) will beneficially own, directly or indirectly, more than 50% of the outstanding shares of common stock of the Successor Company or the combined voting power of the outstanding voting securities of the Successor Company entitled to vote generally in the election of directors, unless such ownership resulted solely from ownership of securities of the Company prior to such transaction; and

 

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(iii) individuals who were members of the Incumbent Board will immediately after the consummation of such transaction constitute at least a majority of the members of the board of directors of the Successor Company.

Where a series of transactions undertaken with a common purpose is deemed to be a Company Transaction, the date of such Company Transaction shall be the date on which the last of such transactions is consummated.

Compensation Committee” means the Compensation and Leadership Development Committee of the Board (or a subcommittee thereof of at least two members).

Disability,” unless otherwise defined by the Committee for purposes of the Plan in the instrument evidencing an Award or in a written employment, services or other agreement between the Participant and the Company or a Related Company, means a mental or physical impairment of the Participant that is expected to result in death or that has lasted or is expected to last for a continuous period of 12 months or more and that causes the Participant to be unable to perform his or her material duties for the Company or a Related Company and to be engaged in any substantial gainful activity, in each case as determined by the Company’s chief human resources officer or other person performing that function or, in the case of directors and executive officers, the Compensation Committee, whose determination shall be conclusive and binding.

Effective Close Date” the date of the closing of an initial public offering of the Common Stock.

Effective Date” has the meaning set forth in Section 19.

Eligible Person” means any person eligible to receive an Award as set forth in Section 5.

Entity” means any individual, entity or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act).

Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

Fair Market Value” means, as of any given date, (a) if the principal market for the Common Stock is a national securities exchange or an established securities market, the closing sales price per share of Common Stock during regular session trading, or if not trading on that date, such price on the last preceding date on which the Common Stock was traded; (b) if the principal market for the Common Stock is not a national securities exchange or an established securities market, the average of the highest bid and lowest asked prices for the Common Stock as reported on a national quotation system, or if not quoted on that date, such price on the last preceding date on which the prices were quoted; or (c) the per share value otherwise determined by the Committee using such reasonable methods or procedures as it may establish.

Grant Date means the later of (a) the date on which the Committee completes the corporate action authorizing the grant of an Award or such later date specified by the Committee and (b) the date on which all conditions precedent to an Award have been satisfied, provided that conditions to the exercisability or vesting of Awards shall not defer the Grant Date.

Incentive Stock Option means an Option granted with the intention that it qualify as an “incentive stock option” as that term is defined for purposes of Section 422 of the Code or any successor provision.

 

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Incumbent Board” has the meaning set forth in the definition of “Change in Control.”

IPO Date” means the date of the underwriting agreement between the Company and the underwriter(s) managing the initial public offering of the Common Stock, pursuant to which the Common Stock is priced for the initial public offering.

Nonqualified Stock Option means an Option other than an Incentive Stock Option.

Option means a right to purchase Common Stock granted under Section 7.

Option Expiration Date means the last day of the maximum term of an Option.

Outstanding Company Common Stock” has the meaning set forth in the definition of “Change in Control.”

Outstanding Company Voting Securities” has the meaning set forth in the definition of “Change in Control.”

Parent Company” means a company or other entity which as a result of a Change in Control or Company Transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries.

Participant” means any Eligible Person to whom an Award is granted.

Performance Share” means an Award of units denominated in shares of Common Stock granted under Section 11.1.

Performance Unit” means an Award of units denominated in cash or property other than shares of Common Stock granted under Section 11.2.

Plan” means the Avalara, Inc. 2018 Equity Incentive Plan, as amended from time to time.

Related Company” means any entity that is directly or indirectly controlled by, in control of or under common control with the Company.

Restricted Stock” means an Award of shares of Common Stock granted under Section 10, the rights of ownership of which are subject to restrictions prescribed by the Committee.

Restricted Stock Unitmeans a Stock Unit subject to restrictions prescribed by the Committee.

Section 409A” means Section 409A of the Code, including any regulations and other guidance issued thereunder by the Department of the Treasury and/or the Internal Revenue Service.

Securities Act means the Securities Act of 1933, as amended from time to time.

Stock Appreciation Right” or “SAR” means a right granted under Section 9.1 to receive the excess of the Fair Market Value of a specified number of shares of Common Stock over the grant price.

Stock Award” means an Award of shares of Common Stock granted under Section 10, the rights of ownership of which are not subject to restrictions prescribed by the Committee.

 

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Stock Unit,” including a Restricted Stock Unit, means an Award denominated in units of Common Stock granted under Section 10.

Substitute Awards” means Awards granted or shares of Common Stock issued by the Company in substitution or exchange for awards previously granted by an Acquired Entity.

Successor Company means the surviving company, the successor company or Parent Company, as applicable, in connection with a Change in Control or Company Transaction.

Termination of Service” means a termination of employment or service relationship with the Company or a Related Company for any reason, whether voluntary or involuntary, including by reason of death or Disability. Any question as to whether and when there has been a Termination of Service for the purposes of an Award and the cause of such Termination of Service shall be determined by the Company’s chief human resources officer or other person performing that function or, with respect to directors and executive officers, by the Compensation Committee, whose determination shall be conclusive and binding. Transfer of a Participant’s employment or service relationship between the Company and any Related Company shall not be considered a Termination of Service for purposes of an Award. Unless the Compensation Committee determines otherwise, a Termination of Service shall be deemed to occur if the Participant’s employment or service relationship is with an entity that has ceased to be a Related Company. A Participant’s change in the capacity in which the Participant renders service to the Company or a Related Company shall not be considered a Termination of Service, such as a change in status from an employee of the Company or a Related Company to a nonemployee director, consultant, advisor, or independent contractor of the Company or a Related Company, or a change in status from a nonemployee director, consultant, advisor or independent contractor of the Company or a Related Company to an employee of the Company or a Related Company.

Vesting Commencement Date” means the Grant Date or such other date selected by the Committee as the date from which an Award begins to vest.

 

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AVALARA, INC.

2018 EQUITY INCENTIVE PLAN

GLOBAL STOCK OPTION GRANT NOTICE

Avalara, Inc. (the “Company”) hereby grants to you a stock option (the “Option”) to purchase shares of the Company’s Common Stock under the Company’s 2018 Equity Incentive Plan (the “Plan”). The Option is subject to all the terms and conditions set forth in this Global Stock Option Grant Notice (this “Grant Notice”), the Global Stock Option Agreement, including any special terms and conditions for your country set forth in the appendix thereto (the “Appendix,” and together with the Grant Notice and the Global Stock Option Agreement, the “Agreement”), and the Plan, all of which are incorporated into this Grant Notice in their entirety.

 

Participant:   

 

Grant Date:   

 

Number of Shares Subject to Option:   

 

Vesting Commencement Date:   

 

Exercise Price Per Share:   

 

Total Exercise Price:   

 

Option Expiration Date1:   

 

Type of Option:   

☐ Nonqualified Stock Option

☐ Incentive Stock Option2

Vesting and Exercisability Schedule3:    [Insert applicable vesting schedule]

Additional Terms/Acknowledgement: You acknowledge receipt of, and understand and agree to, the Agreement and the Plan. You further acknowledge that as of the Grant Date, the Agreement and the Plan set forth the entire understanding between you and the Company regarding the Option and supersede all prior oral and written agreements on the subject.

 

AVALARA, INC.

 

By:                                                                              

Name:                                                                          

Title:                                                                           

 

  

PARTICIPANT

 

 

[Name of Participant]

Date:                                                                              Date:                                                                                                              

 

1  Subject to earlier termination in accordance with the terms of the Plan and the Global Stock Option Agreement.
2  See Sections 3 and 4 of the Global Stock Option Agreement.
3  Subject to continued employment or service.


AVALARA, INC.

2018 EQUITY INCENTIVE PLAN

GLOBAL STOCK OPTION AGREEMENT

Pursuant to your Global Stock Option Grant Notice (the “Grant Notice”) and this Global Stock Option Agreement, including any special terms and conditions for your country as set forth in the appendix hereto (the “Appendix,” and together with the Grant Notice and the Global Stock Option Agreement, the “Agreement”), Avalara, Inc. (the “Company”) has granted you a stock option (the “Option”) under its 2018 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in the Grant Notice (the “Shares”) at the exercise price indicated in the Grant Notice. This Agreement is made pursuant to the provisions of the Plan and will in all respects be construed in conformity with the express terms and provisions of the Plan. Capitalized terms not defined in this Agreement but defined in the Plan have the same definitions as in the Plan.

The details of the Option, in addition to those set forth in the Grant Notice, the Appendix, and the Plan, are as follows:

1. Vesting and Exercisability. Subject to the limitations contained herein, the Option will vest and become exercisable as provided in your Grant Notice. Upon your Termination of Service for any reason, as further described in Section 7 of this Global Stock Option Agreement, vesting will cease, and the unvested portion of the Option will terminate.

2. Compliance with Law. Notwithstanding any other provision of this Agreement, you may not exercise the Option unless the Shares issuable upon exercise are registered under the Securities Act or, if such Shares are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of the Option must also comply with all other applicable laws and regulations governing the Option, including any U.S. and non-U.S. state, federal and local laws, and you may not exercise the Option if the Company determines that such exercise would not be in material compliance with such laws and regulations. Sales of the Shares are also subject to compliance with other laws and regulations, including, but not limited to, U.S. and non-U.S. securities, exchange control, insider trading and market abuse laws, and with the Company’s insider trading policy.

You understand that the Company is under no obligation to register or qualify the Shares with the U.S. Securities Exchange Commission or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, you agree that the Company will have unilateral authority to amend the Plan and the Agreement without your consent to the extent necessary to comply with securities or other laws applicable to issuance of Shares.

3. Incentive Stock Option Qualification. If so designated in your Grant Notice, all or a portion of the Option is intended to qualify as an Incentive Stock Option under U.S. federal income tax law, but the Company does not represent or guarantee that the Option qualifies as such. If the Option has been designated as an Incentive Stock Option and the aggregate Fair Market Value (determined as of the grant date) of the shares of Common Stock subject to the portions of the Option and all other Incentive Stock Options you hold that first become exercisable during any calendar year exceeds $100,000, any excess portion will be treated as a Nonqualified Stock Option, unless the Internal Revenue Service changes the rules and regulations governing the $100,000 limit for Incentive Stock Options. If you are a U.S. taxpayer, you may be subject to the U.S. alternative minimum tax at the time of exercise of an Incentive Stock Option.


4. Notice of Disqualifying Disposition. To the extent the Option has been designated as an Incentive Stock Option, to obtain certain U.S. tax benefits afforded to Incentive Stock Options, you must hold the Shares issued upon the exercise of the Option for two years after the Grant Date and one year after the date of exercise. By accepting the Option, provided you are a U.S. taxpayer, you agree to promptly notify the Company if you dispose of any of the Shares within one year from the date you exercise all or part of the Option or within two years from the Grant Date.

5. Method of Exercise. You may exercise the Option by giving written notice to the Company, in form and substance satisfactory to the Company, which will state your election to exercise the Option and the number of whole Shares for which you are exercising the Option, and by completing such other documents and procedures as may be required by the Company for exercise of the Option. The notice must be accompanied by full payment of the exercise price for the number of Shares you are purchasing. You may make this payment in any one or combination of the following:

(a) by cash;

(b) by check acceptable to the Company;

(c) if permitted by the Committee and to the extent permitted by applicable law, for Nonqualified Stock Options only, by having the Company withhold Shares that would otherwise be issued on exercise of the Option that have a Fair Market Value on the date of exercise of the Option equal to the exercise price of the Option;

(d) if permitted by the Committee and to the extent permitted by applicable law, by using shares of Common Stock you already own;

(e) if the Common Stock is registered under the Exchange Act and to the extent permitted by applicable law, by instructing a broker to deliver to the Company the total payment required, all in accordance with the regulations of the Federal Reserve Board; or

(f) by any other method permitted by the Committee, to the extent permitted by applicable law.

Please note that the Company is under no obligation to issue or deliver Shares under the Plan unless, in the opinion of the Company’s counsel, such issuance, delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act or the applicable laws of any U.S. or non-U.S. local, state or federal jurisdiction) and the applicable requirements of any securities exchange or similar entity.

6. Market Standoff. You agree that any Shares received upon exercise of the Option will be subject to the market standoff restrictions on transfer set forth in the Plan.

7. Treatment upon Termination of Employment or Service Relationship. The unvested portion of the Option will terminate automatically and without further notice immediately upon your Termination of Service. You may exercise the vested portion of the Option as follows:

(a) General Rule. You must exercise the vested portion of the Option on or before the earlier of (i) three (3) months after your Termination of Service and (ii) the Option Expiration Date;

 

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(b) Disability. In the event of your Termination of Service due to Disability, you must exercise the vested portion of the Option on or before the earlier of (i) twelve (12) months after your Termination of Service and (ii) the Option Expiration Date;

(c) Death. In the event of your Termination of Service due to your death, the vested portion of the Option must be exercised on or before the earlier of (i) eighteen (18) months after your Termination of Service and (ii) the Option Expiration Date. If you die after your Termination of Service but while the Option is still exercisable, the vested portion of the Option may be exercised until the earlier of (x) eighteen (18) months after the date of death and (y) the Option Expiration Date; and

(d) Cause. The vested portion of the Option will automatically expire at the time the Company first notifies you of your Termination of Service for Cause, unless the Committee determines otherwise. If your employment or service relationship is suspended pending an investigation of whether you will be terminated for Cause, all your rights under the Option likewise will be suspended during the period of investigation. If any facts that would constitute termination for Cause are discovered after your Termination of Service, any Option you then hold may be immediately terminated by the Committee.

The Option must be exercised within three (3) months after termination of employment for reasons other than death or disability and twelve (12) months after termination of employment due to disability to qualify for the beneficial tax treatment afforded Incentive Stock Options. For purposes of the preceding, “disability” has the meaning attributed to that term for purposes of Section 422 of the Code.

For purposes of the Option, Termination of Service will be considered to occur as of the date you are no longer actively providing services to the Company or, if different, the Related Company that employs you or for which you otherwise provide services (the “Service Recipient”), or any other Related Company (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or otherwise rendering services or the terms of your employment or service agreement, if any). Unless otherwise determined by the Company, (i) your right to vest in the Option, if any, will cease as of this date, and (ii) your right to exercise the Option after Termination of Service, if any, will be measured from this date, and such date will not be extended by any notice period (e.g., your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or otherwise rendering services, or the terms of your employment or service agreement, if any).

It is solely your responsibility to be aware of the date the Option terminates and is no longer exercisable. The Company has no obligation to notify you of such date.

8. Limited Transferability. During your lifetime only, you can exercise the Option. The Option is not transferable except by will or by the applicable laws of descent and distribution. The Plan provides for exercise of the Option by a beneficiary designated on a Company-approved form (provided the beneficiary designation is valid under applicable law) or the personal representative of your estate. Notwithstanding the foregoing, and to the extent permitted by the Plan and Section 422 of the Code with respect to Incentive Stock Options, the Committee, in its sole discretion, may permit you to assign or transfer the Option, subject to such terms and conditions as specified by the Committee.

9. Withholding Taxes. Regardless of any action taken by the Company or the Service Recipient, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to you participation in the Plan and legally applicable to you or deemed by the Company or the Service Recipient in its discretion to be an appropriate charge to you even if legally applicable to the Company or the Service Recipient

 

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(“Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld, if any, by the Company or the Service Recipient. You further acknowledge that the Company and/or the Service Recipient (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, the Company and/or the Service Recipient (or former Service Recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

You agree to make adequate arrangements satisfactory to the Company and/or the Service Recipient, as applicable, prior to any relevant taxable or tax withholding event, as applicable, to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Service Recipient, or their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following:

(a) withholding from your wages or other cash compensation paid to you by the Company and/or the Service Recipient;

(b) withholding from proceeds of the sale of Shares acquired upon exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent);

(c) withholding Shares to be issued upon exercise of the Option; or

(d) any other method of withholding determined by the Company and permitted by applicable law.

The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates in your jurisdiction(s), in which case you may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, you are deemed to have been issued the full number of Shares for which the Option was exercised, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.

The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if you fail to comply with your obligations in connection with the Tax-Related Items.

10. Option Not an Employment or Service Contract. Nothing in the Plan or this Agreement will be deemed to constitute any employment or service contract with the Company, or confer or be deemed to confer any right for you to continue in the employ of, or to continue any other relationship with, the Service Recipient, or limit in any way the right of the Service Recipient to terminate your employment or other relationship at any time, with or without cause.

11. Nature of Grant. By accepting the Option, you acknowledge, understand and agree that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

 

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(b) the grant of the Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of stock options, or benefits in lieu of stock options, even if stock options have been granted in the past;

(c) all decisions with respect to future stock option or other grants, if any, will be at the sole discretion of the Company;

(d) you are voluntarily participating in the Plan;

(e) the Option and the Shares subject to the Option, and the income from and value of same, are not intended to replace any pension rights or compensation;

(f) the Option and the Shares subject to the Option, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, holiday pay, holiday top-up, pension or retirement or welfare benefits or similar mandatory payments;

(g) unless otherwise agreed with the Company, the Option and the Shares subject to the Option, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a non-U.S. Related Company;

(h) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;

(i) if the Shares subject to the Option do not increase in value after the Grant Date, the Option will have no value;

(j) if you exercise the Option and acquire Shares, the value of such Shares may increase or decrease, even below the exercise price; and

(k) the following provisions apply only if you are providing services outside of the United States:

i. the Option and the Shares subject to the Option, and the income from and value of same, are not part of normal or expected compensation for any purpose; and

ii. neither the Company, the Service Recipient nor any other Related Company will be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Option or of any amounts due to you pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.

 

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12. Data Privacy Information and Consent.

(a) Data Collection and Usage. The Company and the Service Recipient may collect, process and use certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all stock options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in your favor (“Data”), for the purposes of implementing, administering and managing the Plan. The legal basis, where required, for the processing of Data is your consent.

(b) Stock Plan Administration Service Providers. The Company transfers Data to E*TRADE Securities LLC and its affiliated companies (“E*TRADE”), an independent service provider based in the United States, which is assisting the Company with the implementation, administration and management of the Plan. The Company may select a different service provider or additional service providers and share Data with such other provider(s) serving in a similar manner. You may be asked to agree on separate terms and data processing practices with the service provider, with such agreement being a condition to the ability to participate in the Plan.

(c) International Data Transfers. The Company and its service providers are based in the United States. Your country or jurisdiction may have different data privacy laws and protections than the United States. For example, the European Commission has issued a limited adequacy finding with respect to the United States that applies only to the extent companies register for the EU-U.S. Privacy Shield program. The Company’s legal basis, where required, for the transfer of Data is your consent.

(d) Data Retention. The Company will hold and use Data only as long as is necessary to implement, administer and manage your participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax and security laws.

(e) Voluntariness and Consequences of Consent Denial or Withdrawal. Participation in the Plan is voluntary, and you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your salary from or employment and career with the Service Recipient will not be affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to grant the Option or other equity awards to you or administer or maintain such awards.

(f) Data Subject Rights. You may have a number of rights under data privacy laws in your jurisdiction. Depending on where you are based, such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in your jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, you can contact your local human resources representative.

By accepting the Option and indicating consent via the Company’s acceptance procedure, you are declaring that you agree with the data processing practices described herein and consent to the collection, processing and use of Data by the Company and the transfer of Data to the recipients mentioned above, including recipients located in countries which do not adduce an adequate level of protection from a European (or other non-U.S.) data protection law perspective, for the purposes described above.

 

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Finally, upon request of the Company or the Service Recipient, you agree to provide an executed data privacy consent form (or any other agreements or consents) that the Company and/or the Service Recipient may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such consent or agreement requested by the Company and/or the Service Recipient.

13. No Right to Damages. You will have no right to bring a claim or to receive damages if you are required to exercise the vested portion of the Option within the applicable time period set forth in the Agreement following your Termination of Service or if any portion of the Option is cancelled or expires unexercised. The loss of existing or potential profit in the Option will not constitute an element of damages in the event of your Termination of Service for any reason, even if the termination is in violation of an obligation of the Company or a Related Company to you.

14. No Shareholder Rights. Neither you nor any person entitled to exercise your rights under the Option in the event of your death will have any rights of a shareholder with respect to the Shares subject to the Option unless and until the date of issuance of any Shares issuable upon exercise of the Option.

15. Notices. Any notice which either party hereto may be required or permitted to give to the other will be in writing and may be delivered personally, by interoffice mail, by fax, by electronic mail or other electronic means, or via a postal service, postage prepaid, which, with respect to notices to you, will be provided to you at your electronic mail or postal address as shown on the records of the Company from time to time, or at such other electronic mail or postal address as you, by notice to the Company, may designate in writing from time to time.

16. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan or your acquisition or sale of Shares underlying the Option. You should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.

17. Recovery of Compensation. In accordance with Section 18.13 of the Plan, the Option is subject to the requirements of (a) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation) and any implementing rules and regulations thereunder, (b) similar rules under the laws of any other jurisdiction, (c) any compensation recovery or clawback policies adopted by the Company to implement any such requirements or (d) any other compensation recovery or clawback policies as may be adopted from time to time by the Company, all to the extent determined by the Committee in its discretion to be applicable to you and/or required by applicable law.

18. Successors and Assigns. The Company may assign its rights under this Agreement at any time, whether or not such rights are then exercisable, to any person or entity selected by the Company’s Board of Directors. This Agreement will inure to the benefit of the successors and assigns of the Company and be binding upon you and your heirs, executors, administrators, successors and assigns, whether or not any such persons will have become a party to this Agreement and agreed in writing to join herein and be bound by the terms and conditions hereof.

 

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19. Imposition of Other Requirements. The Company reserves the right to impose other requirements on your participation in the Plan, on the Option and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

20. No Waiver. No waiver of any provision of this Agreement will be valid unless in writing and signed by the person against whom such waiver is sought to be enforced, nor will failure to enforce any right hereunder constitute a continuing waiver of the same or a waiver of any other right hereunder.

21. Section 409A Compliance; No Obligation to Minimize Taxes. Notwithstanding any provision in the Plan or this Agreement to the contrary, the Committee may, at any time and without your consent, modify the terms of the Option as it determines appropriate to avoid the imposition of interest or penalties under Section 409A of the Code; provided, however, that the Company makes no representations that the Option will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to the Option. Further, the Company has no duty or obligation to minimize your liability for any tax consequences arising from the Option and will not be liable to you for any such tax consequences arising in connection with the Option. By executing the Grant Notice, you agree that you will be deemed to have waived any claims against the Company with respect to any such tax consequences.

22. Counterparts. The Grant Notice may be executed in two or more counterparts, each of which will be deemed an original, but which, upon execution, will constitute one and the same instrument.

23. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company.

24. Appendix for Non-U.S. Participants. Notwithstanding any provision in this Global Stock Option Agreement, any stock options granted under the Plan will be subject to any special terms and conditions for your country set forth in the Appendix attached hereto. Moreover, if you relocate to one of the countries included in the Appendix, the special terms and conditions for such country will apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Global Stock Option Agreement.

25. Language. You acknowledge and represent that you are proficient in the English language or have consulted with an advisor who is sufficiently proficient in English, as to allow you to understand the terms of this Agreement and any other documents related to the Plan. If you have received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different from the English version, the English version will control.

26. Insider Trading/Market Abuse Laws. You may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, including the United States and, if different, your country, your broker’s country and/or the country where Shares are listed, which may affect your ability to accept or otherwise acquire, or sell, attempt to sell or otherwise dispose of, Shares or

 

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rights to Shares (e.g., the Option) under the Plan or rights linked to the value of Shares (e.g., phantom awards, futures) during such times as you are considered to have “inside information” regarding the Company (as defined by the laws or regulations in the applicable jurisdiction) or the trade in Shares or the trade in rights to Shares under the Plan. Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you place before you possessed inside information. Furthermore, you could be prohibited from (1) disclosing the inside information to any third party and (2) “tipping” third parties or otherwise causing them to buy or sell securities; “third parties” includes fellow employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. It is your responsibility to comply with any applicable restrictions and you are advised to speak to your personal advisor on this matter.

27. Foreign Asset/Account Reporting Requirements and Exchange Controls. You acknowledge that your country may have certain foreign asset and/or foreign account reporting requirements and exchange controls which may affect your ability to acquire or hold Shares purchased under the Plan or cash received from participating in the Plan (including from any dividends paid on or sales proceeds arising from the sale of Shares acquired under the Plan) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker within a certain time after receipt. You acknowledge that it is your responsibility to be compliant with such regulations, and you are advised to consult your personal legal advisor for any details.

 

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AVALARA, INC.

APPENDIX

TO

2018 EQUITY INCENTIVE PLAN

GLOBAL STOCK OPTION AGREEMENT

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan and/or the Global Stock Option Agreement to which this Appendix is attached.

Terms and Conditions

This Appendix includes additional terms and conditions that govern the Option granted to you under the Plan if you reside and/or work in one of the countries listed below.

If you are a citizen or resident of a country other than the one in which you are currently working and/or residing, transfer to another country after the Grant Date, or are considered a resident of another country for local law purposes, the Company shall, in its discretion, determine the extent to which the special terms and conditions contained herein apply to you.

Notifications

This Appendix also includes information regarding exchange controls and certain other issues of which you should be aware with respect to your participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of April 2018. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not rely on the information noted herein as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date by the time you exercise the Option or sell the Shares acquired under the Plan.

In addition, the information contained in this Appendix is general in nature and may not apply to your particular situation, and the Company is not in a position to assure you of any particular result. Accordingly, you are advised to seek appropriate professional advice as to how the applicable laws in your country may apply to your situation.

Finally, you understand that if you are a citizen or resident of a country other than the one in which you currently reside and/or work, transfer to another country after the Grant Date, or are considered a resident of another country for local law purposes, the notifications contained herein may not apply to you in the same manner.


CANADA

Terms and Conditions

Method of Exercise. Notwithstanding Sections 5(c) and (d) of the Global Stock Option Agreement and Sections 7.5(c) and (d) of the Plan, you are not permitted to pay the Exercise Price with previously owned Shares or with Shares to be issued upon exercise of the Option.

Termination of Employment. The following provision replaces the corresponding paragraph in Section 7 of the Global Stock Option Agreement:

For purposes of the Option, and except as expressly required by applicable legislation, your Termination of Service (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or providing services, or the terms of your employment or service agreement, if any) will be deemed to have occurred as of the earliest of: (a) the date your employment or service relationship is terminated; (b) the date that you receive notice of termination of your employment or service relationship; and (c) the date that you are no longer actively providing services to the Service Recipient, the Company or any other Related Company, regardless of any notice period or period of pay in lieu of such notice required under applicable employment law in the jurisdiction where you are employed or providing services or the terms of your employment agreement, if any.

The following provisions apply to residents of Quebec:

Data Privacy. The following provision supplements Section 12 of the Global Stock Option Agreement:

You hereby authorize the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or non-professional, involved in the administration and operation of the Plan. You further authorize the Company, the Service Recipient and any other Related Company, as well as E*TRADE or any other third-party stock plan service provider(s) as designated by the Company to disclose and discuss the Plan with their advisors and to record all relevant information and keep such information in your employee file.

Language Consent. The parties acknowledge that it is their express wish that this Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Consentement Relatif à la Langue. Les parties reconnaissent avoir expressement souhaité que la convention «Agreement » ainsi que tous les documents, avis et procédures judiciaries, éxecutés, donnés ou intentés en vertu de, ou lié, directement ou indirectement à la présente convention, soient rédigés en langue anglaise.

Notifications

Securities Law Notification. Shares acquired under the Plan may not be sold or otherwise disposed of within Canada. You may sell the Shares acquired under the Plan only through E*TRADE or such other stock plan service provider selected by the Company in the future, provided the sale of Shares takes place outside of Canada through the facilities of a stock exchange on which the Shares are traded.

 

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Foreign Asset/Account Reporting Notification. Specified foreign property, including shares and rights to receive shares (e.g., stock options, restricted stock units) of a non-Canadian company held by a Canadian resident must generally be reported annually on a Form T1135 (Foreign Income Verification Statement) if the total cost of the foreign property exceeds C$100,000 at any time during the year. Thus, the Option must be reported (generally at a nil cost) if the C$100,000 cost threshold is exceeded because of other specified foreign property you hold. When Shares are acquired, their cost generally is the adjusted cost base (“ACB”) of the Shares. The ACB would ordinarily equal the fair market value of the Shares at the time of acquisition, but if you own other Shares, this ACB may have to be averaged with the ACB of the other Shares. You should consult a personal tax advisor to ensure compliance with applicable reporting obligations.

INDIA

Terms and Conditions

Method of Payment. This provision supplements Section 5 of the Global Stock Option Agreement:

Due to legal restrictions in India, you may not exercise the Option using a cashless sell-to-cover exercise, whereby you direct a broker or transfer agent to sell some (but not all) of the Shares subject to the Option and deliver to the Company the amount of the sale proceeds to pay the exercise price and any Tax-Related Items. However, payment of the exercise price may be made by any of the other methods of payment set forth in the Global Stock Option Agreement. The Company reserves the right to provide you with additional methods of payment depending on the development of local law.

Notifications

Exchange Control Notification. Exchange control laws and regulations in India require that all proceeds resulting from the sale of Shares and any dividends received in relation to the Option or the Shares be repatriated to India and converted into local currency within 90 days of the sale of Shares and within 180 days from the receipt of dividends, or as prescribed under applicable Indian exchange control laws, as may be amended from time to time. Indian residents must obtain a foreign inward remittance certificate (“FIRC”) from the bank into which foreign currency is deposited and retain the FIRC as evidence of the repatriation of funds in the event that the Reserve Bank of India or the Service Recipient requests proof of repatriation.

Foreign Asset/Account Reporting Notification. Foreign bank accounts and any foreign financial assets (including Shares held outside India) must be reported in the annual Indian personal tax return. It is your responsibility to comply with this reporting obligation and you should consult with your personal advisor in this regard.

 

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IRELAND

Notifications

Director Reporting Notification. Directors, shadow directors and secretaries of an Irish Related Company must notify the Irish Related Company in writing upon (i) receiving or disposing of an interest in the Company (e.g., the Option, Shares, etc.), (ii) becoming aware of the event giving rise to the notification requirement, or (iii) becoming a director or secretary if such an interest exists at the time, in each case if the interest represents more than 1% of the Company. This notification requirement also applies with respect to the interests of any spouse or children under the age of 18 of the director, shadow director or secretary (whose interests will be attributed to the director, shadow director or secretary). You should consult your personal legal advisor as to whether or not this notification requirement applies to you.

UNITED KINGDOM

Terms and Conditions

Responsibility for Taxes. The following supplements Section 9 of the Global Stock Option Agreement:

Without limitation to Section 9 of the Global Stock Option Agreement, you agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or the Service Recipient or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also agree to indemnify and keep indemnified the Company and the Service Recipient against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on your behalf.

Notwithstanding the foregoing, if you are a director or executive officer of the Company (within the meaning Section 13(k) of the Exchange Act), the terms of the immediately foregoing provision may not apply to you if the indemnification is viewed as a loan. In such case, if the amount of any income tax due is not collected from or paid by you within 90 days of the end of the U.K. tax year in which an event giving rise to the indemnification described above occurs, the amount of any uncollected income tax may constitute an additional benefit to you on which additional income tax and National Insurance Contributions (“NICs”) may be payable. You will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Service Recipient (as appropriate) for the value of any employee NICs due on this additional benefit, which the Company or the Service Recipient may recover from you by any of the means referred to in the Plan or Section 9 of the Global Stock Option Agreement.

Joint Election. As a condition of your participation in the Plan, you agree to accept any liability for secondary Class 1 NICs which may be payable by the Company and/or the Service Recipient in connection with the Option and any event giving rise to Tax-Related Items (the “Service Recipient’s NICs”). Without limitation to the foregoing, you agree to enter into a joint election with the Company (the “Joint Election”), the form of such Joint Election being formally approved by HMRC, and to execute any other consents or elections required to accomplish the transfer of the Service Recipient’s NICs to you. You further agree to execute such other joint elections as may be required between you and any successor to the Company and/or the Service Recipient. You further agree that the Company and/or the Service Recipient may collect the Service Recipient’s NICs from you by any of the means set forth in Section 9 of the Global Stock Option Agreement.

 

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If you do not enter into a Joint Election, or if approval of the Joint Election has been withdrawn by HMRC, the Company, in its sole discretion and without any liability to the Company or the Service Recipient, may choose not to issue or deliver any Shares to you upon exercise of the Option.

 

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AVALARA, INC.

2018 EQUITY INCENTIVE PLAN

GLOBAL RESTRICTED STOCK UNIT NOTICE

Avalara, Inc. (the “Company”) hereby grants to you an Award of Restricted Stock Units (the “RSUs”). The RSUs are subject to all the terms and conditions set forth in this Global Restricted Stock Unit Notice (the “RSU Notice”), the Global Restricted Stock Unit Agreement, including any special terms and conditions for your country as set forth in the appendix thereto (the “Appendix,” and together with the RSU Notice and the Global Restricted Stock Unit Agreement, the “Agreement”), and the Avalara, Inc. 2018 Equity Incentive Plan (the “Plan”), all of which are incorporated into this RSU Notice in their entirety. Subject to the terms and conditions of the Agreement, the RSUs will be settled in shares of the Company’s Common Stock upon vesting, with one share issuable for each vested RSU.

 

Participant:   

 

Grant Date:   

 

Number of RSUs Subject to Award:   

 

Vesting Commencement Date:   

 

Vesting Schedule1:    [Insert applicable vesting schedule]

Additional Terms/Acknowledgement: You acknowledge receipt of, and understand and agree to, the Agreement and the Plan. You further acknowledge that as of the Grant Date, the Agreement and the Plan set forth the entire understanding between you and the Company regarding the RSUs and supersede all prior oral and written agreements on the subject.

 

AVALARA, INC.       PARTICIPANT
By:   

 

     

 

Name:   

 

      [Name of Participant]
Title:   

 

        
Date:   

 

      Date:                                                                                      

  

 

1  Subject to continued employment or service.

 


AVALARA, INC.

2018 EQUITY INCENTIVE PLAN

GLOBAL RESTRICTED STOCK UNIT AGREEMENT

Pursuant to your Global Restricted Stock Unit Notice (the “RSU Notice”) and this Global Restricted Stock Unit Agreement, including any special terms and conditions for your country as set forth in the appendix hereto (the “Appendix,” and together with the RSU Notice and the Global Restricted Stock Unit Agreement, this “Agreement”), Avalara, Inc. (the “Company”) has granted to you an Award of Restricted Stock Units (the “RSUs”) under its 2018 Equity Incentive Plan (the “Plan”) for that number of RSUs indicated in your RSU Notice. This Agreement is made pursuant to the provisions of the Plan and will in all respects be construed in conformity with the express terms and provisions of the Plan. Capitalized terms not defined in this Agreement but defined in the Plan have the same definitions as in the Plan.

The details of the RSUs, in addition to those set forth in the RSU Notice, the Appendix, and the Plan, are as follows:

1. Vesting. Subject to the terms of this Agreement, the RSUs will vest as set forth in the RSU Notice (the “Vesting Schedule”). As soon as practicable after the RSUs vest (but in any event, no later than the fifteenth day of the third month following the tax year in which the RSUs vest), the Company will settle the vested RSUs by issuing to you one share of Common Stock (a “Share”) for each vested RSU.

2. Termination of Service. Upon your Termination of Service for any reason, any RSUs that have not vested in accordance with the Vesting Schedule will immediately be forfeited to the Company without the payment of any consideration to you. You will have no further rights, and the Company will have no further obligations to you, with respect to such unvested, forfeited RSUs.

For purposes of the RSUs, Termination of Service will be considered to occur as of the date you are no longer actively providing services to the Company, or, if different, the Related Company that employs you or for which you otherwise provide services (the “Service Recipient”), or any other Related Company (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or otherwise rendering services or the terms of your employment or service agreement, if any). Unless otherwise determined by the Company, your right to vest in the RSUs, if any, will cease as of this date and will not be extended by any notice period (e.g., your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or otherwise providing services, or the terms of your employment or service agreement, if any).

3. Compliance with Law.

(a) You represent and warrant that you have been furnished with a copy of the Plan and the plan summary for the Plan.

(b) Notwithstanding any other provision of this Agreement, Shares will not be issued upon RSU vesting unless the Shares issuable are registered under the Securities Act or, if such Shares are not then so registered, the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. The RSUs also must comply with all other applicable laws and regulations governing the RSUs, including any U.S. and non-U.S. state, federal and local laws, and you will not receive Shares if the Company determines that such receipt would not be in material compliance with such laws and regulations.


You understand that the Company is under no obligation to register or qualify the Shares with the U.S. Securities Exchange Commission or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, you agree that the Company will have unilateral authority to amend the Plan and the Agreement without your consent to the extent necessary to comply with securities or other laws applicable to issuance of Shares.

(c) You hereby agree that you will in no event sell or distribute all or any part of the Shares that you may receive pursuant to the settlement of vested RSUs unless (i) there is an effective registration statement under the Securities Act or (ii) the Company receives an opinion of your legal counsel (concurred in by legal counsel for the Company) stating that such transaction is exempt from registration or the Company otherwise satisfies itself that such transaction is exempt from registration. You understand that the Company has no obligation to you to maintain any registration of the Shares with the U.S. Securities and Exchange Commission and has not represented to you that it will so maintain registration of the Shares. Sales of the Shares are also subject to compliance with other laws and regulations, including but not limited to, U.S. and non-U.S. securities, exchange control, insider trading and market abuse laws, and with the Company’s insider trading policy.

4. Market Standoff. You agree that any Shares received upon settlement of vested RSUs will be subject to the market standoff restrictions on transfer set forth in the Plan.

5. Transfer Restrictions. RSUs may not be sold, transferred, assigned, encumbered, pledged or otherwise disposed of, whether voluntarily or by operation of law, during your lifetime.

6. Dividends. You will receive no benefit or adjustment to your RSUs with respect to any cash dividend, stock dividend or other distribution, except as provided in the Plan with respect to adjustments made pursuant to Section 15.1 of the Plan.

7. Tax Withholding; No Obligation to Minimize Taxes.

(a) You are ultimately responsible for all taxes owed in connection with the RSUs (e.g., upon vesting and/or upon receipt of the Shares), including any U.S. or non-U.S. federal, state or local taxes of any kind required by law, including income tax, social insurance, FICA, payroll tax, fringe benefits tax, payment on account and all other tax items related to your participation in the Plan and legally applicable to you or deemed by the Company or the Service Recipient in its discretion to be an appropriate charge to you even if legally applicable to the Company or the Service Recipient (the “Tax-Related Items”), regardless of any action the Company or any Related Company takes with respect to any such Tax-Related Items.

You agree to make adequate arrangements satisfactory to the Company and/or the Service Recipient, as applicable, prior to any relevant taxable or tax withholding event, as applicable, to satisfy all Tax-Related Items. The Company has no obligation to deliver Shares pursuant to the RSUs until you have satisfied the Tax-Related Items in a manner acceptable to the Company.

(b) In order to satisfy your obligations set forth in Section 7(a), you may irrevocably appoint any brokerage firm acceptable to the Company for such purpose (the “Agent”) as your Agent, and authorize the Agent, pursuant to a plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, to:

 

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(i) Sell on the open market at the then prevailing market price(s), on your behalf, as soon as practicable on or after the settlement date for any vested RSUs, the minimum number of Shares (rounded up to the next whole number) sufficient to generate proceeds to cover the amount of any Tax-Related Items and all applicable fees and commissions due to, or required to be collected by, the Agent; and

(ii) Remit directly to the Company the cash amount necessary to cover the payment of such Tax-Related Items, as of such date.

(c) Notwithstanding the foregoing, you authorize the Company and/or the Service Recipient, or their respective agents, at their discretion, to satisfy any applicable Tax-Related Items by one or a combination of the following:

(i) withholding from your wages or other cash compensation paid to you by the Company and/or the Service Recipient;

(ii) withholding from proceeds of the sale of Shares acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent);

(iii) withholding Shares to be issued upon settlement of the RSUs; or

(iv) any other method of withholding determined by the Company and permitted by applicable law.

(d) The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates in your jurisdiction(s), in which case you may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, you are deemed to have been issued the full number of Shares for which the RSUs were settled, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.

(e) Finally, you acknowledge that the Company and/or the Service Recipient (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including but not limited to, the grant, the vesting, the issuance of Shares upon vesting, the subsequent sale of Shares acquired pursuant to the RSUs and the receipt of any dividends, and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, you acknowledge that if you are subject to tax in more than one jurisdiction, the Company and/or the Service Recipient (or former Service Recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. By executing the RSU Notice, you agree that you will be deemed to have waived any claims against the Company with respect to any tax consequences related to the RSUs.

8. RSUs Not an Employment or Service Contract. Nothing in the Plan or this Agreement will be deemed to constitute or amend any employment or service contract or confer or be deemed to confer any right for you to continue in the employ of, or to continue any other relationship with, the Company or any Related Company or limit in any way the right of the Company or any Related Company to terminate your employment or other relationship at any time, with or without cause.

 

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9. Nature of Grant. By accepting the RSUs, you acknowledge, understand and agree that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

(b) the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;

(c) all decisions with respect to future RSU or other grants, if any, will be at the sole discretion of the Company;

(d) you are voluntarily participating in the Plan;

(e) the RSUs and the Shares underlying the RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation;

(f) the RSUs and the Shares underlying the RSUs, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, holiday pay, holiday top-up, pension or retirement or welfare benefits or similar mandatory payments;

(g) unless otherwise agreed with the Company, the RSUs and the Shares underlying the RSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a non-U.S. Related Company;

(h) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;

(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from (a) your Termination of Service or (b) the application Section 14 of the Global Restricted Stock Unit Agreement or any compensation recovery or clawback policies adopted by the Company; and

(j) the following provisions apply only if you are providing services outside of the United States:

i. the RSUs and the Shares underlying the RSUs, and the income from and value of same, are not part of normal or expected compensation for any purpose; and

ii. neither the Company, the Service Recipient nor any other Related Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.

 

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10. Data Privacy Information and Consent.

(a) Data Collection and Usage. The Company and the Service Recipient may collect, process and use certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all RSUs or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in your favor (“Data”), for the purposes of implementing, administering and managing the Plan. The legal basis, where required, for the processing of Data is your consent.

(b) Stock Plan Administration Service Providers. The Company transfers Data to E*TRADE Securities LLC and its affiliated companies (“E*TRADE”), an independent service provider based in the United States, which is assisting the Company with the implementation, administration and management of the Plan. The Company may select a different service provider or additional service providers and share Data with such other provider(s) serving in a similar manner. You may be asked to agree on separate terms and data processing practices with the service provider, with such agreement being a condition to the ability to participate in the Plan.

(c) International Data Transfers. The Company and its service providers are based in the United States. Your country or jurisdiction may have different data privacy laws and protections than the United States. For example, the European Commission has issued a limited adequacy finding with respect to the United States that applies only to the extent companies register for the EU-U.S. Privacy Shield program. The Company’s legal basis, where required, for the transfer of Data is your consent.

(d) Data Retention. The Company will hold and use Data only as long as is necessary to implement, administer and manage your participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax and security laws.

(e) Voluntariness and Consequences of Consent Denial or Withdrawal. Participation in the Plan is voluntary, and you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your salary from or employment and career with the Service Recipient will not be affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to grant the RSUs or other equity awards to you or administer or maintain such awards.

(f) Data Subject Rights. You may have a number of rights under data privacy laws in your jurisdiction. Depending on where you are based, such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in your jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, you can contact your local human resources representative.

By accepting the RSUs and indicating consent via the Company’s acceptance procedure, you are declaring that you agree with the data processing practices described herein and consent to the collection, processing and use of Data by the Company and the transfer of Data to the recipients mentioned above, including recipients located in countries which do not adduce an adequate level of protection from a European (or other non-U.S.) data protection law perspective, for the purposes described above.

 

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Finally, upon request of the Company or the Service Recipient, you agree to provide an executed data privacy consent form (or any other agreements or consents) that the Company and/or the Service Recipient may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such consent or agreement requested by the Company and/or the Service Recipient.

11. No Shareholder Rights. Neither you nor any other person in the event of your death prior to settlement of vested RSUs will have any rights of a shareholder with respect to the RSUs unless and until the date of issuance of any Shares issuable upon settlement of vested RSUs.

12. Notices. Any notice which either party hereto may be required or permitted to give to the other will be in writing and may be delivered personally, by interoffice mail, by fax, by electronic mail or other electronic means, or via a postal service, postage prepaid, which, with respect to notices to you, will be provided to you at your electronic mail or postal address as shown on the records of the Company from time to time, or at such other electronic mail or postal address as you, by notice to the Company, may designate in writing from time to time.

13. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan or your acquisition or sale of Shares underlying the RSUs. You should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.

14. Recovery of Compensation. In accordance with Section 18.13 of the Plan, the RSUs are subject to the requirements of (a) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation) and any implementing rules and regulations thereunder, (b) similar rules under the laws of any other jurisdiction, (c) any compensation recovery or clawback policies adopted by the Company to implement any such requirements or (d) any other compensation recovery or clawback policies as may be adopted from time to time by the Company, all to the extent determined by the Committee in its discretion to be applicable to you and/or required by applicable law.

15. Successors and Assigns. The Company may assign its rights under this Agreement at any time, whether or not such rights are then exercisable, to any person or entity selected by the Company’s Board of Directors. This Agreement will inure to the benefit of the successors and assigns of the Company and be binding upon you and your heirs, executors, administrators, successors and assigns, whether or not any such person will have become a party to this Agreement and agreed in writing to join herein and be bound by the terms and conditions hereof.

16. Imposition of Other Requirements. The Company reserves the right to impose other requirements on your participation in the Plan, on the RSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

17. No Waiver. No waiver of any provision of this Agreement will be valid unless in writing and signed by the person against whom such waiver is sought to be enforced, nor will failure to enforce any right hereunder constitute a continuing waiver of the same or a waiver of any other right hereunder.

 

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18. Section 409A Compliance. The Company intends that the RSUs will be exempt from, or comply with, the requirements of Section 409A of the Code; provided, however, that the Company makes no representations that the RSUs will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to the RSUs.

19. Counterparts. The RSU Notice may be executed in two or more counterparts, each of which will be deemed an original, but which, upon execution, will constitute one and the same instrument.

20. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company.

21. Appendix for Non-U.S. Participants. Notwithstanding any provision in this Global Restricted Stock Unit Agreement, any RSUs granted under the Plan will be subject to any special terms and conditions for your country set forth in the Appendix attached hereto. Moreover, if you relocate to one of the countries included in the Appendix, the special terms and conditions for such country will apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Global Restricted Stock Unit Agreement.

22. Language. You acknowledge and represent that you are proficient in the English language or have consulted with an advisor who is sufficiently proficient in English, as to allow you to understand the terms of this Agreement and any other documents related to the Plan. If you have received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different from the English version, the English version will control.

23. Insider Trading/Market Abuse Laws. You may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, including the United States and, if different, your country, your broker’s country and/or the country where Shares are listed, which may affect your ability to accept or otherwise acquire, or sell, attempt to sell or otherwise dispose of, Shares or rights to Shares (e.g., the RSUs) under the Plan or rights linked to the value of Shares (e.g., phantom awards, futures) during such times as you are considered to have “inside information” regarding the Company (as defined by the laws or regulations in the applicable jurisdiction) or the trade in Shares or the trade in rights to Shares under the Plan. Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you place before you possessed inside information. Furthermore, you could be prohibited from (1) disclosing the inside information to any third party and (2) “tipping” third parties or otherwise causing them to buy or sell securities; “third parties” includes fellow employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. It is your responsibility to comply with any applicable restrictions and you are advised to speak to your personal advisor on this matter.

 

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24. Foreign Asset/Account Reporting Requirements and Exchange Controls. You acknowledge that your country may have certain foreign asset and/or foreign account reporting requirements and exchange controls which may affect your ability to acquire or hold Shares purchased under the Plan or cash received from participating in the Plan (including from any dividends paid on or sales proceeds arising from the sale of Shares acquired under the Plan) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker within a certain time after receipt. You acknowledge that it is your responsibility to comply with such regulations, and you are advised to consult your personal legal advisor for any details.

 

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AVALARA, INC.

APPENDIX

TO

2018 EQUITY INCENTIVE PLAN

GLOBAL RESTRICTED STOCK UNIT AGREEMENT

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan and/or the Global Restricted Stock Unit Agreement to which this Appendix is attached.

Terms and Conditions

This Appendix includes additional terms and conditions that govern the RSUs granted to you under the Plan if you reside and/or work in one of the countries listed below.

If you are a citizen or resident of a country other than the one in which you are currently working and/or residing, transfer to another country after the Grant Date, or are considered a resident of another country for local law purposes, the Company shall, in its discretion, determine the extent to which the special terms and conditions contained herein apply to you.

Notifications

This Appendix also includes information regarding exchange controls and certain other issues of which you should be aware with respect to your participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of April 2018. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not rely on the information noted herein as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date by the time you exercise the RSUs or sell the Shares acquired under the Plan.

In addition, the information contained in this Appendix is general in nature and may not apply to your particular situation, and the Company is not in a position to assure you of any particular result. Accordingly, you are advised to seek appropriate professional advice as to how the applicable laws in your country may apply to your situation.

Finally, you understand that if you are a citizen or resident of a country other than the one in which you currently reside and/or work, transfer to another country after the Grant Date, or are considered a resident of another country for local law purposes, the notifications contained herein may not apply to you in the same manner.


CANADA

Terms and Conditions

Settlement of RSUs. Notwithstanding any discretion in the Plan, the RSUs shall be settled only in Shares. You shall not be entitled to receive a cash payment upon vesting of the RSUs.

Termination of Employment. The following provision replaces the corresponding paragraph in Section 2 of the Global Stock Restricted Stock Unit Agreement:

For purposes of the RSUs, and except as expressly required by applicable legislation, your Termination of Service (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or providing services, or the terms of your employment or service agreement, if any) will be deemed to have occurred as of the earliest of: (a) the date your employment or service relationship is terminated; (b) the date that you receive notice of termination of your employment or service relationship; and (c) the date that you are no longer actively providing services to the Service Recipient, the Company or any other Related Company, regardless of any notice period or period of pay in lieu of such notice required under applicable employment law in the jurisdiction where you are employed or providing services or the terms of your employment agreement, if any.

The following provisions apply to residents of Quebec:

Data Privacy. The following provision supplements Section 10 of the Global Restricted Stock Unit Agreement:

You hereby authorize the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or non-professional, involved in the administration and operation of the Plan. You further authorize the Company, the Service Recipient and any other Related Company, as well as E*TRADE or any other third-party stock plan service provider(s) as designated by the Company to disclose and discuss the Plan with their advisors and to record all relevant information and keep such information in your employee file.

Language Consent. The parties acknowledge that it is their express wish that this Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Consentement Relatif à la Langue. Les parties reconnaissent avoir expressement souhaité que la convention «Agreement » ainsi que tous les documents, avis et procédures judiciaries, éxecutés, donnés ou intentés en vertu de, ou lié, directement ou indirectement à la présente convention, soient rédigés en langue anglaise.

Notifications

Securities Law Notification. Shares acquired under the Plan may not be sold or otherwise disposed of within Canada. You may sell the Shares acquired under the Plan only through E*TRADE or such other stock plan service provider selected by the Company in the future, provided the sale of Shares takes place outside of Canada through the facilities of a stock exchange on which the Shares are traded.

 

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Foreign Asset/Account Reporting Notification. Specified foreign property, including shares and rights to receive shares (e.g., stock options, restricted stock units) of a non-Canadian company held by a Canadian resident must generally be reported annually on a Form T1135 (Foreign Income Verification Statement) if the total cost of the foreign property exceeds C$100,000 at any time during the year. Thus, the RSUs must be reported (generally at a nil cost) if the C$100,000 cost threshold is exceeded because of other specified foreign property you hold. When Shares are acquired, their cost generally is the adjusted cost base (“ACB”) of the Shares. The ACB would ordinarily equal the fair market value of the Shares at the time of acquisition, but if you own other Shares, this ACB may have to be averaged with the ACB of the other Shares. You should consult a personal tax advisor to ensure compliance with applicable reporting obligations.

INDIA

Notifications

Exchange Control Notification. Exchange control laws and regulations in India require that all proceeds resulting from the sale of Shares and any dividends received in relation to the RSUs or the Shares be repatriated to India and converted into local currency within 90 days of the sale of Shares and within 180 days from the receipt of dividends, or as prescribed under applicable Indian exchange control laws, as may be amended from time to time. Indian residents must obtain a foreign inward remittance certificate (“FIRC”) from the bank into which foreign currency is deposited and retain the FIRC as evidence of the repatriation of funds in the event that the Reserve Bank of India or the Service Recipient requests proof of repatriation.

Foreign Asset/Account Reporting Notification. Foreign bank accounts and any foreign financial assets (including Shares held outside India) must be reported in the annual Indian personal tax return. It is your responsibility to comply with this reporting obligation and you should consult with your personal advisor in this regard.

IRELAND

Notifications

Director Reporting Notification. Directors, shadow directors and secretaries of an Irish Related Company must notify the Irish Related Company in writing upon (i) receiving or disposing of an interest in the Company (e.g., RSUs, Shares, etc.), (ii) becoming aware of the event giving rise to the notification requirement, or (iii) becoming a director or secretary if such an interest exists at the time, in each case if the interest represents more than 1% of the Company. This notification requirement also applies with respect to the interests of any spouse or children under the age of 18 of the director, shadow director or secretary (whose interests will be attributed to the director, shadow director or secretary). You should consult your personal legal advisor as to whether or not this notification requirement applies to you.

 

A-3


UNITED KINGDOM

Terms and Conditions

Responsibility for Taxes. The following supplements Section 7 of the Global Restricted Stock Unit Agreement:

Without limitation to Section 7 of the Global Restricted Stock Unit Agreement, you agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or the Service Recipient or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also agree to indemnify and keep indemnified the Company and the Service Recipient against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on your behalf.

Notwithstanding the foregoing, if you are a director or executive officer of the Company (within the meaning Section 13(k) of the Exchange Act), the terms of the immediately foregoing provision may not apply to you if the indemnification is viewed as a loan. In such case, if the amount of any income tax due is not collected from or paid by you within 90 days of the end of the U.K. tax year in which an event giving rise to the indemnification described above occurs, the amount of any uncollected income tax may constitute an additional benefit to you on which additional income tax and National Insurance Contributions (“NICs”) may be payable. You will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Service Recipient (as appropriate) for the value of any employee NICs due on this additional benefit, which the Company or the Service Recipient may recover from you by any of the means referred to in the Plan or Section 7 of the Global Restricted Stock Unit Agreement.

Joint Election. As a condition of your participation in the Plan, you agree to accept any liability for secondary Class 1 NICs which may be payable by the Company and/or the Service Recipient in connection with the RSUs and any event giving rise to Tax-Related Items (the “Service Recipient’s NICs”). Without limitation to the foregoing, you agree to enter into a joint election with the Company (the “Joint Election”), the form of such Joint Election being formally approved by HMRC, and to execute any other consents or elections required to accomplish the transfer of the Service Recipient’s NICs to you. You further agree to execute such other joint elections as may be required between you and any successor to the Company and/or the Service Recipient. You further agree that the Company and/or the Service Recipient may collect the Service Recipient’s NICs from you by any of the means set forth in Section 7 of the Global Restricted Stock Unit Agreement.

If you do not enter into a Joint Election, or if approval of the Joint Election has been withdrawn by HMRC, the Company, in its sole discretion and without any liability to the Company or the Service Recipient, may choose not to issue or deliver any Shares to you upon vesting of the RSUs.

 

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EX-10.4 9 d317509dex104.htm 2017 LEADERSHIP BONUS PLAN 2017 LEADERSHIP BONUS PLAN

Exhibit 10.4

Avalara, Inc. 2017 Leadership Bonus Plan

This Avalara, Inc. 2017 Leadership Bonus Plan (the “Plan”) is a summary of the leadership bonus plan of Avalara, Inc. (the “Company”) covering the period from January 1, 2017 through December 31, 2017. The purpose of the Plan is to promote the success of the Company by rewarding leaders (“Leaders”) for outstanding business results, as well as promoting retention of high performing employees.

Performance bonuses are paid to our Leaders and are based on the achievement of performance objectives that are determined by their managers, as well as the Company’s performance. Each Leader’s performance objectives may change from year to year as the Company continues to evolve and different priorities are established, but remain subject to the review and approval of the CEO.

For 2017, performance bonuses earned under the Plan are based on the attainment of both Company performance components and individual performance components measured as of the end of calendar year 2017. The Plan is detailed below:

 

1. Company Performance Component = 70% consisting of the following three core Company performance objectives:

 

    2017 Total Bookings - 23.4% of a Leader’s total bonus opportunity is calculated based on the Company’s attainment of the total bookings target.

 

    2017 Magic Number - 23.3% of a Leader’s total bonus opportunity is calculated based on the Company’s attainment of the magic number target.

 

    2017 Adjusted EBITDA - 23.3% of a Leader’s total bonus opportunity is calculated based on the Company’s attainment of the Adjusted EBITDA target.

 

2. Individual Performance Component (MBO’s) = 30%:

 

    MBO’s - Determined by Leader’s attainment of goals and performance targets as established in their 2017 Individual Goal Setting & Performance Review Plan.

 

3. Accelerators - if an accelerator target is achieved, the acceleration percentage will be added to the Company Performance Component (70%) of the bonus. Below is the list of accelerators:

 

    10% Accelerator – 2017 total New Bookings at or above $49 million

 

    10% Accelerator – 2017 average quarterly Net Revenue Retention Rate above 108%

 

    10% Accelerator – 2017 annual revenue churn below 4%

 

4. Cap: Notwithstanding any provision of the Plan, no total bonus payment will exceed 112% of a Leader’s annual target bonus.

 

5. Payout Schedule: The 2017 bonus will be paid out by March 15, 2018.


6. Eligibility: The Plan applies to eligible Leaders, as determined by the CEO. To qualify for the bonus payment under the Plan, a Leader must:

 

    Be actively employed with the Company or its subsidiaries for a minimum of three (3) months from January 1, 2017 through December 31, 2017;

 

    Be actively employed at the time the bonus is paid out (on or before March 15, 2018); and

 

    Have a final performance rating of “Achieves” or better.

The bonus will be based on 2017 eligible wages.

 

7. Terms and Conditions:

“Actively employed” means that the employee is a current employee of the Company and is not on any paid or unpaid leave of absence, with the exception of paid vacation or sick leave. Employees on a paid or unpaid leave, other than vacation or sick leave, at the time the bonus is paid will receive their bonus upon return to active employment.

The Company intends for the benefits provided under this Plan to comply with Code Section 409A, the state and federal Family Medical Leave Act, the Americans with Disabilities Act, USERRA, and all other applicable state and federal laws, and this Plan will be interpreted to that end. The Company reserves the right to amend this Plan as necessary to comply with applicable federal and state laws.

The CEO, with input from the Board of Directors or the Compensation and Leadership Development Committee, will approve all performance bonuses made under this Plan and may make discretionary adjustments as they deem appropriate, in the Company’s sole discretion.

Performance bonuses made under this Plan will be offered in the sole discretion of the Company. The Company reserves the right to change, modify, or eliminate any provision of this Plan. This Plan is not intended as a contract or a contract of employment. All employment with the Company is “at will,” which means that the Company or employee may terminate the employment relationship at any time, with or without cause, and with or without notice.

Questions regarding the Plan should be directed to the CFO or VP Human Resources.

 

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EX-10.5 10 d317509dex105.htm 2018 EXECUTIVE AND SALES LEADERSHIP BONUS PLAN 2018 EXECUTIVE AND SALES LEADERSHIP BONUS PLAN

Exhibit 10.5

 

LOGO

2018 Executive & Sales Leadership Bonus Plan

This Avalara, Inc. 2018 Executive & Sales Leadership Bonus Plan (the “Plan”) is a summary of the executive and sales leadership bonus plan of Avalara, Inc. (the “Company”) covering the period from January 1, 2018 through December 31, 2018. The purpose of the Plan is to promote the success of the Company by rewarding leaders (“Leaders”) for outstanding business results, as well as promoting retention of high performing employees.

Performance bonuses are paid to our Leaders and are based on the achievement of performance objectives that are determined by their managers, as well as the Company’s performance. Each Leader’s performance objectives may change from year to year as the Company continues to evolve and different priorities are established but remain subject to the review and approval of the CEO and/or the Compensation and Leadership Development Committee of the Board of Directors (the “CLDC”).

For 2018, performance bonuses may be earned under the Plan based on the attainment of both Company performance components and Individual performance components measured as of the end of calendar year 2018. Under the Plan, the Company performance component accounts for 70% of the total performance bonus and the Individual performance component accounts for 30% of the total performance bonus. The Plan details are below:

 

1. Company Performance Component = 70%:

Consisting of four equally weighted Company performance objectives, which may be earned, in whole or in part, based on actual performance compared to target and calculated on a sliding scale between 25% (threshold) and 200% (maximum). No amounts are earned if the actual performance compared to target is less than the threshold. Performance objectives for 2018 are as follows:

 

    New Bookings:

An estimate of the one-year (12 month) value of a new signed contract to use our services – this includes subscriptions, new and upsell orders, signed statement of works, signed but estimated contract values, signed but estimated returns usage, billed usage, and collected usage overages, as approved by the CEO and/or CFO. Consolidated Company bookings, including new bookings, are calculated, reconciled, and reported monthly by Finance.

 

    Magic Number:

Magic Number evaluates the cost of acquiring New Annual Recurring Revenue, as a measure of sales and marketing efficiency. Magic Number is calculated and reported quarterly by Finance. The annual target and performance against it are based on the average quarterly Magic Number for the year.

 

    Revenue:

Consolidated worldwide revenue is calculated in accordance with US generally accepted accounting principles and reported monthly by Finance.

 

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LOGO

2018 Executive & Sales Leadership Bonus Plan

 

 

    Adjusted EBITDA:

Adjusted EBITDA is calculated as GAAP Operating Income + Stock Based Compensation expense + Depreciation and Amortization expense and is reported monthly by Finance.

 

2. Individual Performance Component (MBOs) = 30%:

Determined by a Leader’s attainment of goals and performance targets as established in their 2018 Individual Goal Setting & Performance Review Plan. MBO attainment follows the performance rating guidelines below:

 

LOGO

 

3. Accelerators:

If an accelerator target is achieved, the acceleration percentage will be added to the Company Performance Component (70%) of the bonus. Below is the list of accelerators:

 

    10% Accelerator – 2018 Customer Satisfaction (eNPS) target at or above 20.

 

    10% Accelerator – 2018 gross margin target at or above 74.2%.

 

    10% Accelerator – 2018 annual revenue churn target below 4%.

 

    NPS is calculated and reported monthly by Customer Loyalty.

 

    Gross margin is calculated and reported monthly by Finance.

 

    Revenue churn is calculated and reported quarterly by Finance.

 

4. Payout Schedule:

The 2018 bonus will be paid out by March 15, 2019.

 

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LOGO

2018 Executive & Sales Leadership Bonus Plan

 

5. Eligibility:

The Plan applies to Executives and eligible Sales and Marketing Leaders, as determined by the CEO. To qualify for the bonus payment under the Plan, a Leader must:

 

    Be actively employed with the Company or its subsidiaries for a minimum of three (3) months from January 1, 2018 through December 31, 2018;

 

    Be actively employed at the time the bonus is paid out; and

 

    Have a final performance rating of “Achieves” or better.

 

6. Eligible Earnings:

The bonus will be based on 2018 eligible earnings. Eligible earnings generally include all elements of base salary and hours worked including pay for regular hours worked, overtime, holidays, PTO, floating holidays, and sick time. Other bonus or incentive earnings, such as commissions, are not included in eligible earnings for Company bonus purposes.

Terms and Conditions:

“Actively employed” means that the employee is a current employee of the Company and is not on any paid or unpaid leave of absence, with the exception of approved PTO. Employees on a paid or unpaid leave, other than PTO, at the time the bonus is paid will receive their bonus upon return to active employment.

The Company intends for the benefits provided under the Plan to comply with Code Section 409A, the state and federal Family Medical Leave Act, the Americans with Disabilities Act, USERRA, and all other applicable state and federal laws, and the Plan will be interpreted to that end. The Company reserves the right to amend the Plan as necessary to comply with applicable federal and state laws.

The CEO, with input from the Board of Directors or the CLDC, will approve the Company performance component made under the Plan and may make discretionary adjustments as they deem appropriate, in the Company’s sole discretion. Performance bonuses made under the Plan are offered at the sole discretion of the Company. The Company reserves the right to change, modify, or eliminate any provision of the Plan at any time, without notice. The Plan is not intended as a contract or a contract of employment. All employment with the Company is “at will,” which means that the Company or employee may terminate the employment relationship at any time, with or without cause, and with or without notice.

Questions regarding the Plan should be directed to the CFO or EVP Human Resources.

 

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EX-10.6 11 d317509dex106.htm 2018 EMPLOYEE STOCK PURCHASE PLAN 2018 EMPLOYEE STOCK PURCHASE PLAN

Exhibit 10.6

AVALARA, INC.

2018 EMPLOYEE STOCK PURCHASE PLAN

SECTION 1. PURPOSE

The purposes of the Plan (a) are to provide employees of the Company and its Designated Companies with an opportunity to acquire an equity ownership interest in the Company and (b) to encourage employees to remain in the employ of the Company and its Designated Companies.

The Plan includes two components: (i) a Code Section 423 Component (the “423 Component”) and (ii) a non-Code Section 423 Component (the “Non-423 Component”). The Company intends that the 423 Component qualify as an “employee stock purchase plan” under Section 423 of the Code but makes no representation of such status nor undertaking to maintain such status. The provisions of the 423 Component will be construed so as to extend and limit Plan participation in a uniform and nondiscriminatory basis consistent with the requirements of Section 423 of the Code. The Non-423 Component is intended to apply to employees working for Designated Companies outside the United States and authorizes the grant of Options that are not intended to meet the requirements of Section 423 of the Code; provided, however, if necessary under Section 423 of the Code, the other terms and conditions of the Plan shall apply. Options granted to Eligible Employees under the Non-423 Component may be granted pursuant to rules, procedures or sub-plans designed to achieve tax, securities laws or other objectives for such Eligible Employees and the Company and its Designated Companies and to comply with applicable non-U.S. laws and regulations. Except as otherwise provided herein, the Non-423 Component will operate and be administered in the same manner as the 423 Component.

SECTION 2. DEFINITIONS

Certain capitalized terms used in the Plan have the meanings set forth in Appendix A.

SECTION 3. ADMINISTRATION

 

3.1 Administration by Committee

The Plan shall be administered by the Committee. The Committee shall have the authority to delegate duties to officers, directors or employees of the Company as it deems advisable to oversee the day-to-day administration of the Plan.

 

3.2 Authority of Committee

 

(a)

Subject to the provisions of the Plan and the limits of any delegated authority, the Committee shall have the full and exclusive discretionary authority (i) to construe and interpret the Plan and Options granted under it; (ii) to establish, amend, and revoke rules and regulations for administration and operation of the Plan (including, without limitation, the determination of Offering Periods, Purchase Periods and payment procedures, the requirement that shares of Common Stock be held by a specified broker or other designated agent, and the establishment of an exchange ratio applicable to amounts withheld in a currency other than U.S. dollars); (iii) to determine all questions of eligibility, disputed claims and policy that may arise in the administration of the Plan; and (iv) to generally exercise such powers, perform such acts and make such determinations as the Committee deems necessary or expedient to administer and


  operate the Plan, including, but not limited to, designating from time to time which Subsidiaries and Affiliates of the Company shall be Designated Companies. The determinations of the Committee or any others to whom it has delegated authority to administer the Plan shall be final and conclusive and each action of the Committee or its designee shall be binding on all persons.

 

(b) In exercising the powers described in the foregoing paragraph, the Committee may adopt special or different rules for the operation of the Plan including, but not limited to, rules which allow employees of any foreign Subsidiary or Affiliate to participate in, and enjoy the tax benefits offered by, the Plan; provided, however, that such rules shall not result in any Participants having different rights and privileges under the Plan in violation of Section 423 of the Code, if applicable, or otherwise cause the Plan to fail to satisfy the applicable requirements of Section 423 of the Code and the regulations thereunder.

SECTION 4. NUMBER OF SHARES

Subject to adjustment from time to time as provided in Section 10, the number of shares of Common Stock available for issuance under the Plan shall be:

 

(a) 1.5% of the total number of shares of Common Stock outstanding on the Effective Date (rounded up to the nearest whole share), up to a maximum of 1,500,000 shares; plus

 

(b) an annual share increase to be added as of January 1st of each calendar year commencing after the Effective Date equal to the least of (i) 1,000,000 shares of Common Stock, (ii) 1% of the aggregate number of shares of Common Stock outstanding on December 31st of the immediately preceding calendar year (rounded up to the nearest whole share), and (iii) an amount determined by the Committee; provided that any shares that become available from any such increases in previous years that are not actually issued shall continue to be available for issuance under the Plan. If any Option granted under the Plan shall for any reason terminate without having been exercised, the shares of Common Stock not purchased under such Option shall again become available for issuance under the Plan. The shares purchased under the Plan may be authorized but unissued shares, shares purchased on the open market or shares from any other proper source.

SECTION 5. OFFERINGS

 

5.1 Offering Periods

 

(a) Except as otherwise set forth below, the Plan shall be implemented by a series of Offerings (each, an “Offering”) during which shares of Common Stock may be purchased by Participants. Offering Periods shall begin on February 1 and August 1 of each year and shall end on the next July 31 and January 31, respectively, occurring thereafter; provided, however, that the first Offering Period shall begin on the Effective Date and shall end on January 31, 2019.

 

(b) Notwithstanding the foregoing, the Committee may establish (i) a different term for one or more Offerings and (ii) different commencing and ending dates for such Offerings; provided, however, that an Offering Period may not exceed five years; and provided, further, that if the Purchase Price may be less than 85% of the Fair Market Value of the Common Stock on the Purchase Date, the Offering Period may not exceed 27 months.

 

(c) The Committee may further designate separate Offerings under the Plan (the terms of which need not be identical and which may be overlapping or consecutive) in which Eligible Employees of one or more Employers may participate, and the provisions of the Plan will separately apply to each Offering, including the limitations set forth in Section 5.1(b) regarding the maximum length of Offering Periods. An Offering Period may but need not be the same length as a Purchase Period, as determined by the Committee.

 

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(d) In the event the first or the last day of an Offering Period is not a regular business day, then the first day of the Offering Period shall be deemed to be the next regular business day and the last day of the Offering Period shall be deemed to be the last preceding regular business day.

 

5.2 Purchase Periods

 

(a) Each Offering Period shall consist of one or more consecutive purchase periods (each, a “Purchase Period”). The last day of each Purchase Period shall be the purchase date (a “Purchase Date”) for such Purchase Period. Purchase Periods shall begin on February 1 and August 1 of each year and shall end on the next July 31 and January 31, respectively, occurring thereafter; provided, however, that the first Purchase Period shall begin on the Effective Date and shall end on January 31, 2019.

 

(b) Notwithstanding the foregoing, the Committee may establish (i) a different term for one or more Purchase Periods and (ii) different commencing and ending dates for any such Purchase Period.

 

(c) In the event the first or the last day of a Purchase Period is not a regular business day, then the first day of the Purchase Period shall be deemed to be the next regular business day and the last day of the Purchase Period shall be deemed to be the last preceding regular business day.

SECTION 6. ENROLLMENT

 

6.1 Initial Enrollment

 

(a) Any individual who is an Eligible Employee immediately prior to the first Offering Period that commences as of the Effective Date shall automatically be enrolled in that Offering Period. On or after the Effective Date, an Eligible Employee shall be required, as a condition to continued participation in the first Offering Period, to complete an Enrollment Agreement provided by the Company or a third party designated by the Company, in accordance with such procedures and by the Cut-Off Date required for such continued participation; provided, however, that the Enrollment Agreement may not be delivered to the Company or a third party designated by the Company earlier than the effective date of the registration statement on Form S-8 with respect to the issuance of Common Stock under the Plan.

 

(b) An Eligible Employee may enroll in the Plan for a subsequent Offering Period that commences after the Effective Date by completing an enrollment election form, electronic or otherwise (an “Enrollment Agreement”), provided by the Company or a third party designated by the Company, and completing such other procedures as the Committee or its designee shall prescribe for enrollment. Enrollment in the Plan must be completed on or before the Cut-Off Date applicable to an Offering Period to participate in such Offering Period. Participation in the Plan is entirely voluntary.

 

6.2 Continuing Effectiveness of Enrollment Agreement; Enrollment Agreement Changes

Unless otherwise determined by the Committee, a Participant’s Enrollment Agreement and the designated rate of payroll deduction or contribution by a Participant shall continue for future Offering Periods unless the Participant changes or cancels, in accordance with procedures established by the Committee or its

 

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designee, the enrollment election or the designated rate of payroll deduction or contribution prior to the Cut-Off Date with respect to a future Offering Period or elects to withdraw from the Plan in accordance with Section 9.1. Unless otherwise determined by the Committee for an Offering Period, a Participant may withdraw from the Plan in accordance with Section 9.1 but, while participating in an Offering Period, may not otherwise change his or rate of payroll deduction or contribution for such Offering Period.

 

6.3 Initial Eligibility During Offering Period; Participation in Multiple Offering Periods

An employee who becomes eligible to participate in the Plan after an Offering Period has begun shall not be eligible to participate in that Offering Period but may participate in any subsequent Offering Period, provided that such employee is still an Eligible Employee as of the commencement of any such subsequent Offering Period and completes the enrollment procedures set forth in this Section 6. Eligible Employees may not participate in more than one Offering at a time.

 

6.4 Non-U.S. Jurisdictions

Eligible Employees who are citizens or residents of a non-U.S. jurisdiction may be excluded from participation in the Plan or an Offering if the participation of such Eligible Employees is prohibited under the laws of the applicable jurisdiction or if complying with the laws of the applicable jurisdiction would cause the Plan or an Offering to violate Section 423 of the Code. In the case of the Non-423 Component, an Eligible Employee may be excluded from participation in the Plan or an Offering if the Committee has determined that participation of such Eligible Employee is not advisable or practicable.

SECTION 7. GRANT OF OPTIONS

 

7.1 Option Grant

 

(a) Enrollment by an Eligible Employee in the Plan as of the first day of an Offering Period in accordance with the requirements of Section 6 will constitute the grant by the Company to such Participant of an Option on such date to purchase shares of Common Stock from the Company pursuant to the Plan.

 

(b) Notwithstanding any other provision of the Plan to the contrary, no Eligible Employee shall be granted an Option under the Plan to the extent that, immediately after the grant, such Eligible Employee would own directly or indirectly, an aggregate of 5% or more of the total combined voting power or value of all classes of stock of the Company or any Parent or Subsidiary (and for purposes of this paragraph, the rules of Section 424(d) of the Code shall apply, and stock which the employee may purchase under outstanding options shall be treated as stock owned by the employee). In addition, no Eligible Employee shall be entitled to purchase stock under the Plan (and under all other employee stock purchase plans of the Company and any Parent or Subsidiary of the Company that are intended to meet the requirements of Section 423 of the Code) at a rate that exceeds $25,000 in fair market value of the stock (based on the Fair Market Value of the stock at the time such option is granted) for each calendar year in which any such option to purchase stock is outstanding at any time, as determined in accordance with Section 423 of the Code.

 

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7.2 Share Purchase Limits

Notwithstanding any other provision of the Plan to the contrary, unless the Committee determines otherwise for a future Offering Period or Purchase Period, no Participant may purchase during a single Purchase Period more than 5,000 shares of Common Stock, subject to adjustment as provided in the Plan.

 

7.3 Adjustments to Contributions

The Company shall have the authority to take all necessary action, including, but not limited to, suspending the payroll deductions or contributions of any Participant, in order to ensure compliance with this Section 7. Any payroll deductions or contributions suspended as a result of the limits of this Section 7 shall automatically resume for Eligible Employees at the beginning of the earliest Purchase Period for which the foregoing limits will not be exceeded, provided that when the Company automatically resumes such payroll deductions or contributions, the Company shall apply the contribution rate in effect immediately prior to such suspension or in effect pursuant to an amended or new Enrollment Agreement that satisfies the requirements of Section 6.

SECTION 8. PURCHASE PRICE; PAYMENT

 

8.1 Purchase Price

The purchase price (“Purchase Price”) at which shares of Common Stock may be acquired in an Offering Period pursuant to the exercise of all or any portion of an Option granted under the Plan shall be 85% of the lesser of:

 

(a) the Fair Market Value of the Common Stock on the first day of such Offering Period; and

 

(b) the Fair Market Value of the Common Stock on the Purchase Date;

provided, however, that the Committee may change the Purchase Price to be anywhere from 85% to 100% of the Fair Market Value of a share of Common Stock on the first day of an Offering Period or the Purchase Date for a future Offering Period, subject to compliance with Section 423 of the Code as applicable.

 

8.2 Purchase of Shares

 

(a) An Option held by a Participant that was granted under the Plan and that remains outstanding as of a Purchase Date shall be deemed to have been exercised on such Purchase Date for the number of whole shares of Common Stock (rounded down to the nearest whole share) that the funds accumulated in the Participant’s Account as of the Purchase Date will purchase at the applicable Purchase Price (but not in excess of the number of shares for which Options have been granted to the Participant pursuant to Section 7.2).

 

(b) During the Purchase Period, shares of Common Stock that are to be acquired pursuant to the exercise of all or any portion of an Option shall be paid for by means of payroll deductions from a Participant’s Eligible Compensation or, if payroll deductions are not permitted under local law, through another means of contribution specified by the Committee pursuant to the Non-423 Component. Unless the Committee determines otherwise for a future Purchase Period, any payroll deductions must be in whole percentages comprising not less than 1% and not more than 15% of a Participant’s Eligible Compensation received on each applicable pay day during the Purchase Period. Payment amounts shall be credited on a bookkeeping basis to a Participant’s Account under the Plan. All payroll deductions or contributions received or held by the Company may be used by the Company for any purpose and the Company shall have no obligation to segregate such funds, except as may be required by local law. No interest shall accrue on payroll deductions or contributions by Participants, except as may be required by local law.

 

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(c) Any payroll deductions for a Participant shall commence on the first pay day following the first day of an Offering Period and shall end on the last pay day prior to the Purchase Date to which an Enrollment Agreement applies.

 

(d) Notwithstanding any provision in the Plan to the contrary, the Committee may allow Eligible Employees to participate in the Plan via cash contributions instead of payroll deductions if (i) payroll deductions are not permitted under applicable local law, (ii) the Committee determines that cash contributions are permissible under Section 423 of the Code, or (iii) Participants are participating in the Non-423 Component.

 

8.3 Refund of Excess Amount

If, after a Participant’s exercise of an Option under Section 8.2, an amount remains credited to the Participant’s Account as of a Purchase Date (including as a result of the share purchase limit in Section 7.2), then the remaining amount shall be returned to the Participant, except that any amounts that are not sufficient to purchase a full share of Common Stock shall be retained in the Participant’s Account for the subsequent Purchase Period or Offering Period, subject to earlier withdrawal by the Participant as provided in Section 9.1.

 

8.4 Pro Rata Allocation

If the total number of shares for which Options are or could be exercised on any Purchase Date in accordance with this Section 8, when aggregated with all shares for which Options have been previously exercised under the Plan, exceeds the maximum number of shares reserved in Section 4, the Company may allocate the shares available for delivery and distribution in the ratio that the balance in each Participant’s Account bears to the aggregate balances of all Participants’ Accounts, and the remaining balance of the amount credited to the Account of each Participant under the Plan shall be returned to him or her as promptly as possible.

 

8.5 Notice of Disposition

If a Participant or former Participant who is subject to United States federal income tax sells, transfers, or otherwise makes a disposition of shares of Common Stock purchased pursuant to an Option granted under the Plan within two years after the first day of the Offering Period during which the shares were purchased and one year after the Purchase Date, then such Participant or former Participant shall notify the Company or the Employer in writing of such sale, transfer or other disposition within ten days of the consummation of such sale, transfer, or other disposition, unless the Committee or its designee determines otherwise.

SECTION 9. WITHDRAWAL FROM THE PLAN, TERMINATION

OF EMPLOYMENT AND LEAVE OF ABSENCE

 

9.1 Withdrawal from the Plan

A Participant may withdraw all but not less than all of the funds accumulated in the Participant’s Account from the Plan during any Purchase Period by delivering a notice of withdrawal to the Company or the Employer (in a manner prescribed by the Committee or its designee) at any time up to but not including

 

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the fifteen days prior to the Purchase Date for such Purchase Period, or by such other time period in advance of the Purchase Date as the Committee or its designee may require. If notice of complete withdrawal from the Plan as described in the preceding sentence is timely received, the Participant will no longer be deemed a Participant in the Plan and the Company or the Employer will cease the Participant’s payroll withholding, or other contributions to the Plan, and all funds then accumulated in the Participant’s Account shall not be used to purchase shares of Common Stock, but shall instead be distributed to the Participant as soon as administratively feasible. An employee who has withdrawn from a Purchase Period may not return funds to the Company or the Employer during that or any other Purchase Period and require the Company or the Employer to apply those funds to the purchase of shares. Any Eligible Employee who has withdrawn from the Plan in accordance with this Section 9.1 may, however, choose to re-enroll in the Plan for a future Offering Period in accordance with Section 6. Unless otherwise determined by the Committee, during an Offering Period, a Participant may not otherwise change the rate of his or her contributions to the Plan.

 

9.2 Termination of Employment

Participation in the Plan terminates immediately on the date on which a Participant ceases to be employed by the Company or the Employer for any reason whatsoever or otherwise ceases to be an Eligible Employee. In the event of termination of employment, all funds then accumulated in the Participant’s Account shall not be used to purchase shares of Common Stock but shall instead be distributed to the Participant (or in case of the Participant’s death to his or her estate, beneficiary or heirs, as applicable) as soon as administratively feasible without interest, except as otherwise required by local law.

 

9.3 Leave of Absence

If a Participant takes a leave of absence, the Participant shall have the right, in accordance with procedures prescribed by the Committee, to elect to withdraw from the Plan in accordance with Section 9.1. The employment relationship will be treated as continuing intact while the individual is on sick leave or other leave of absence that the Employer approves or is legally protected under applicable laws. If a leave of absence exceeds three months and the individual’s right to reemployment is not guaranteed by statute or contract, the employment relationship will be deemed to have terminated on the first day immediately following the end of the three-month period.

SECTION 10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION,

DISSOLUTION, LIQUIDATION, MERGER OR ASSET SALE

 

10.1 Adjustments upon Changes in Capitalization

In the event, at any time or from time to time, a stock dividend, stock split, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, statutory share exchange, distribution to shareholders other than a normal cash dividend, or other change in the Company’s corporate or capital structure results in (a) the outstanding shares of Common Stock, or any securities exchanged therefor or received in their place, being exchanged for a different number or kind of securities of the Company or of any other company or (b) new, different or additional securities of the Company or of any other company being received by the holders of shares of Common Stock, then the Committee shall make proportional adjustments in (i) the maximum number and kind of securities available for issuance under the Plan; (ii) the aggregate maximum number and kind of securities that may be issued with respect to any Purchase Period; and (iii) the number and kind of securities that are subject to any outstanding Option and the per share price of such securities. The determination by the Committee as to the terms of any of the foregoing adjustments shall be conclusive and binding.

 

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10.2 Adjustment upon Dissolution, Liquidation, Merger or Asset Sale

Without limitation on the preceding provisions, in the event of any dissolution, liquidation, merger, consolidation, sale of all or substantially all of the Company’s outstanding securities, sale, lease, exchange or other transfer of all or substantially all of the Company’s assets, or any similar transaction as determined by the Committee in its sole discretion, the Committee may make such adjustments it deems appropriate to prevent dilution or enlargement of rights in the number and class of shares which may be delivered under Section 4, in the number, class of shares or price of shares available for purchase under the Plan and in the number of shares which a Participant is entitled to purchase and any other adjustments it deems appropriate. Without limiting the Committee’s authority under the Plan, in the event of any such transaction, the Committee may elect to have the Options hereunder assumed or such Options converted or substituted by a successor entity (or its Parent), to terminate all outstanding Options either prior to their expiration or upon completion of the purchase of shares on the next Purchase Date, to shorten the Offering Period by setting a new Purchase Date, or to take such other action deemed appropriate by the Committee.

10.3 No Limitations

The grant of Options will in no way affect the Company’s right to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merger, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assts.

SECTION 11. MARKET STANDOFF

In the event of an underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, no person may sell, make any short sale of, loan, hypothecate, pledge, assign, grant any option for the purchase of, or otherwise dispose of or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect to any shares issued pursuant to an Option granted under the Plan without the prior written consent of the Company or its underwriters. Such limitations shall be in effect for such period of time as may be requested by the Company or such underwriters; provided, however, that in no event shall such period exceed (a) 180 days after the effective date of the registration statement for such public offering or (b) such longer period requested by the underwriters as is necessary to comply with regulatory restrictions on the publication of research reports (including, but not limited to, NYSE Rule 472 or FINRA Rule 2241, or any amendments or successor rules thereto). The limitations of this Section 11 shall in all events terminate two years after the effective date of the Company’s initial public offering.

SECTION 12. DESIGNATION OF BENEFICIARY

Each Participant under the Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom the amount in his or her Account is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Company, and shall be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. In the absence of any such designation, any Account balance remaining unpaid at the Participant’s death shall be paid to the executor or administrator of the Participant’s estate.

 

-8-


SECTION 13. MISCELLANEOUS

 

13.1 Restrictions on Transfer

Options granted under the Plan to a Participant may not be exercised during the Participant’s lifetime other than by the Participant. Neither amounts credited to a Participant’s Account nor any rights with respect to the exercise of an Option or to receive shares of Common Stock under the Plan may be assigned, transferred, pledged, or otherwise disposed of in any way by the Participant other than by will or the laws of descent and distribution or by a beneficiary designation as permitted by Section 12. Any such attempted assignment, transfer, pledge, or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw from the Plan in accordance with Section 9.1.

 

13.2 Administrative Assistance

If the Committee or its designee so elects, it may retain a brokerage firm, bank, or other financial institution to assist in the purchase of shares, delivery of reports, or other administrative aspects of the Plan. Unless the Committee determines otherwise, each Participant shall (unless prohibited by applicable law) be deemed upon enrollment in the Plan to have authorized the establishment of an account on his or her behalf at such institution. Shares purchased by a Participant under the Plan shall be held in such account in the Participant’s name, or if the Participant so indicates in the Enrollment Agreement, in the Participant’s name together with the name of his or her spouse in joint tenancy with right of survivorship or spousal community property, or in certain forms of trust approved by the Committee. The Company may require that shares be retained with a broker or agent for a designated period of time following purchase and/or may establish other procedures to permit tracking of disqualifying dispositions of such shares.

 

13.3 Treatment of Non-U.S. Participants

Participants who are employed by non-U.S. Designated Companies, who are paid in foreign currency, and who contribute foreign currency to the Plan through contributions or payroll deductions will have such contributions converted to U.S. dollars. The exchange rate and method for such conversion will be determined as prescribed by the Committee. In no event will any procedure implemented for dealing with exchange rate fluctuations that may occur during an Offering Period result in a purchase price below the Purchase Price permitted under the Plan. Each Participant shall bear the risk of any currency exchange fluctuations (if applicable) between the date on which any Participant contributions are converted to U.S. dollars and the following Purchase Date.

 

13.4 Tax Withholding

The Company or any Employer shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company or any member of the Employer, an amount sufficient to satisfy federal, state and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of participation by a Participant in the Plan.

 

13.5 Equal Rights and Privileges

With respect to the 423 Component, all Eligible Employees shall have equal rights and privileges with respect to the Plan so that the Plan qualifies as an “employee stock purchase plan” within the meaning of Section 423 or any successor provision of the Code and the related regulations. Notwithstanding the express terms of the Plan, any provision of the Plan that is inconsistent with Section 423 or any successor provision of the Code shall without further act or amendment by the Company or the Committee be reformed to comply with the requirements of Section 423 of the Code. This Section 13.5 shall take precedence over all other provisions in the Plan.

 

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13.6 Choice of Law and Venue

The Plan, all Options granted thereunder and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Washington without giving effect to principles of conflicts of law. Participants irrevocably consent to the nonexclusive jurisdiction and venue of the state and federal courts located in the State of Washington.

 

13.7 Amendment, Suspension and Termination

The Board or the Compensation Committee may amend, suspend or terminate the Plan at any time; provided, however, that (a) the Plan may not be amended in a way that will cause Options issued under the Plan to fail to meet the applicable requirements of Section 423 of the Code; and (b) no amendment that would amend or modify the Plan in a manner requiring shareholder approval under Section 423 of the Code or the requirements of any securities exchange on which the shares are traded shall be effective unless such shareholder approval is obtained. No Options may be granted during any period of suspension of the Plan.

If the Plan is terminated, the Board or the Compensation Committee may elect to terminate all outstanding Options either prior to their expiration or upon completion of the purchase of shares on the next Purchase Date or may elect to permit Options to expire in accordance with their terms (and participation to continue through such expiration dates). If the Options are terminated prior to expiration, all funds accumulated in Participants’ Accounts as of the date the Options are terminated shall be returned to the Participants as soon as administratively feasible.

 

13.8 No Right of Employment

Neither the grant nor the exercise of any rights to purchase shares under the Plan nor anything in the Plan shall impose upon the Company or any Employer any obligation to employ or continue to employ any employee or Participant or limit in any way the right of the Company or any Employer to terminate a Participant’s employment, with or without cause. The right of the Company or a member of the Employer to terminate any employee shall not be diminished or affected because any rights to purchase shares of Common Stock have been granted to such employee. The grant of an Option hereunder during any Offering Period shall not give a Participant any right to similar grants thereunder.

 

13.9 Rights as Shareholder

No Participant shall have any rights as shareholder with respect to shares of Common Stock acquired under the Plan unless and until such shares of Common Stock have been issued to him or her (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). Until such shares are issued, a Participant will only have the rights of an unsecured creditor with respect to such shares.

 

13.10 Issuance of Shares

 

(a) Notwithstanding any other provision of the Plan, the Company shall have no obligation to issue or deliver any shares of Common Stock under the Plan or make any other distribution of benefits under the Plan unless, in the opinion of the Company’s counsel, such issuance, delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act or the laws of any state or foreign jurisdiction) and the applicable requirements of any securities exchange or similar entity.

 

-10-


(b) The Company shall be under no obligation to any Participant to register for offering or resale or to qualify for exemption under the Securities Act, or to register or qualify under the laws of any state or foreign jurisdiction, any shares of Common Stock, security or interest in a security paid or issued under, or created by, the Plan, or to continue in effect any such registrations or qualifications if made.

 

(c) As a condition to the exercise of an Option, the Company may require (i) the Participant to represent and warrant at the time of any such exercise that such shares are being purchased only for the Participant’s own account and without any present intention to sell or distribute such shares and (ii) such other action or agreement by the Participant as may from time to time be necessary to comply with federal, state and foreign securities laws. At the option of the Company, a stop-transfer order against any such shares may be placed on the official stock books and records of the Company, and a legend indicating that such shares may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates to ensure exemption from registration.

 

13.11 Code Section 409A; Tax Qualification

The 423 Component of the Plan is intended to be exempt from the application of Section 409A of the Code and any ambiguities herein will be interpreted to so be exempt from Section 409A of the Code. In furtherance of the foregoing and notwithstanding any other provision in the Plan to the contrary, if the Committee determines that an Option granted under the Plan may be subject to Section 409A of the Code or that any provision of the Plan would cause an Option under the Plan to be subject to Section 409A of the Code, the Committee may amend the terms of the Plan and/or of an outstanding Option, or take such other action the Committee determines is necessary or appropriate, in each case, without the Participant’s consent, to exempt any outstanding Option or future Option that may be granted under the Plan or to allow any such Option to comply with Section 409A of the Code. Notwithstanding the foregoing, the Company shall have no liability to a Participant or any other party if an Option that is intended to be exempt from or compliant with Section 409A of the Code is not so exempt or compliant or for any action taken by the Committee with respect thereto. The Company makes no representation that any Option to purchase Common Stock under the Plan is exempt from or compliant with Section 409A of the Code or otherwise qualifies for special tax treatment under the laws of the United Shares or jurisdictions outside the United States.

 

13.12 Condition for Participation

As a condition to participation in the Plan, Eligible Employees agree to be bound by the terms of the Plan (including, without limitation, the notification requirements of Section 8.5) and the determinations of the Committee.

 

13.13 Term of Plan

Unless sooner terminated by the Board or the Compensation Committee, the Plan shall automatically terminate on the tenth anniversary of the earlier of (a) the date the Board adopts the Plan and (b) the date the shareholders approve the Plan. After the Plan terminates in accordance with the foregoing sentence, no future Options may be granted under the Plan, but Options previously granted shall remain outstanding in accordance with their terms and conditions and the Plan’s terms and conditions.

 

-11-


13.14 Severability

If any provision of the Plan or any Option is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or any Option under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the Committee’s determination, materially altering the intent of the Plan or the Option, such provision shall be stricken as to such jurisdiction, person or option, and the remainder of the Plan and any such Option shall remain in full force and effect.

SECTION 14. EFFECTIVE DATE

The Plan is effective as of the Effective Date, subject to shareholder approval within 12 months before or after the date the Plan is adopted by the Board.

 

 

-12-


APPENDIX A

DEFINITIONS

As used in the Plan,

423 Component has the meaning set forth in Section 1.

Account” means a recordkeeping account maintained for a Participant to which the Participant’s payroll deductions or contributions, if applicable, shall be credited for the purchase of shares of Common Stock. No interest shall be paid on any contributions credited to such Account, unless required by local law.

Affiliate” means any entity, other than a Subsidiary, in which the Company has a controlling equity or other ownership interest, in each case as determined by the Committee.

Board” means the Board of Directors of the Company.

Code” means the U.S. Internal Revenue Code of 1986, as amended. Any reference to a section of the Code will be deemed to include a reference to any regulations promulgated thereunder.

Committee” means the Board and/or the Compensation Committee or any other committee (which committee need not be comprised of members of the Board) appointed by the Board or the Compensation Committee to administer the Plan.

Common Stock” means the common stock, $0.0001 par value, of the Company.

Company” means Avalara, Inc., a Washington corporation.

Compensation Committee” means the Compensation and Leadership Development Committee of the Board (or a subcommittee thereof of at least two members).

Cut-Off Date means the date established by the Committee or its designee from time to time by which Enrollment Agreements must be received to participate in an Offering Period.

Designated Company” means any Subsidiary or Affiliate that has been designated by the Committee from time to time in its sole discretion as eligible to participate in the Plan. Only designated U.S. Subsidiaries may participate in the 423 Component (in addition to the Company). At any given time, a Subsidiary that is a Designated Company under the 423 Component shall not be a Designated Company under the Non-423 Component. A Designated Company shall cease to be a Designated Company on the earlier of (a) the date the Committee determines that such entity is no longer a Designated Company or (b) with respect to the 423 Component only, such Designated Company ceases for any reason to be a “subsidiary corporation” as defined in Sections 424(f) of the Code.

Effective Date means the date on which shares of Common Stock are first offered to the public in an underwritten initial public offering of the Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission (such day, for this purpose, being the first trading day for the Common Stock on the New York Stock Exchange, the Nasdaq Stock Market or other applicable trading market).

 

A-1


Eligible Compensation” means all base straight time gross earnings, cash bonuses, commissions and overtime, including such amounts of gross earnings that are deferred by an Eligible Employee (a) under a qualified cash or deferred arrangement described in Section 401(k) of the Code or (b) to a plan qualified under Section 125 of the Code. Eligible Compensation does not include severance pay, hiring and relocation bonuses, pay in lieu of vacation, sick leave, gain from stock option exercises and other equity compensation income, imputed income arising under any Company group insurance or benefit program or any other special payments. The Committee, in its discretion, may establish a different definition of Eligible Compensation for a future Offering Period.

Eligible Employee” means an employee providing services to the Company or a Designated Company who is customarily employed for at least 20 hours per week.

The Committee, in its discretion, may determine from time to time, prior to the first day of an Offering Period (for each Option under the 423 Component, on a uniform and nondiscriminatory basis or as otherwise permitted by Treasury Regulation Section 1.423-2), that the definition of Eligible Employee shall be subject to alternative eligibility requirements, consistent with the eligibility requirements permitted under Section 423 of the Code. For purposes of the foregoing, alternative eligibility requirements may include or exclude an individual if he or she (a) has been employed less than two years; (b) is customarily employed 20 hours or less per week; (c) is not customarily employed more than five months in any calendar year; and (d) is a highly compensated employee, within the meaning of Section 414(q) of the Code, or subject to the disclosure requirements of Section 16(a) of the Exchange Act, each such eligibility requirement to be applied with respect to an Offering in a manner complying with Section 423 of the Code to the extent required.

Employer” means the Company or any Designated Company by which an employee is employed.

Enrollment Agreement has the meaning set forth in Section 6.1.

Exchange Act means the U.S. Securities Exchange Act of 1934, as amended from time to time.

Fair Market Value” means, with respect to the Common Stock, as of any date, unless the Committee determines otherwise with respect to a future Offering:

 

(a) if the principal market for the Common Stock (as determined by the Committee if the Common Stock is listed or admitted to trading on more than one exchange or market) is a national securities exchange or an established securities market, the closing sales price per share of Common Stock during regular session trading on that date on the principal exchange or market on which the Common Stock is then listed or admitted to trading or, if no sale is reported for that date, on the last preceding day for which a sale was reported;

 

(b) if the principal market for the Common Stock is not a national securities exchange or an established securities market, the average of the highest bid and lowest asked prices for the Common Stock on that date as reported on a national quotation system or, if no prices are reported for that date, on the last preceding day for which prices were reported; or

 

(c) if the Common Stock is neither listed or admitted to trading on a national securities exchange or an established securities market, nor quoted by a national quotation system, the value determined by the Committee in good faith by the reasonable application of a reasonable valuation method.

 

A-2


Notwithstanding the foregoing, for the first Offering Period under the Plan that begins on the Effective Date, “Fair Market Value” shall be the initial price to the public as set forth in the final prospectus included with the registration statement on Form S-1 filed with the Securities and Exchange Commission for the initial public offering of the Common Stock.

Non-423 Component” has the meaning set forth in Section 1.

Offering means an offer under the Plan of an Option that may be exercised during an Offering Period as further described in Section 5.

Offering Period” means each period designated by the Committee as further described in Section 5.

Option means an option granted under the Plan to a Participant to purchase shares of Common Stock.

Parent means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

Participant” means an Eligible Employee who has enrolled in the Plan pursuant to Section 6 and who has not withdrawn from the Plan or otherwise terminated participation in the Plan.

Plan” means the Avalara, Inc. 2018 Employee Stock Purchase Plan, as amended from time to time.

Purchase Date” means the last day of a Purchase Period.

Purchase Period” means each period designated by the Committee as further described in Section 5.

Purchase Price” has the meaning set forth in Section 8.1.

Securities Act means the U.S. Securities Act of 1933, as amended from time to time.

Subsidiary” means a corporation, domestic or foreign, whether now or hereafter existing, as defined in Section 424(f) of the Code.

 

A-3

EX-10.7 12 d317509dex107.htm COMMON STOCK PURCHASE WARRANT COMMON STOCK PURCHASE WARRANT

Exhibit 10.7

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

Issued:                    

AVALARA, INC.

COMMON STOCK PURCHASE WARRANT

THIS CERTIFIES that, for value received, [Director Name] or [his][her] registered assigns (the “Holder”), is entitled, at any time on or after the date hereof and before the Expiration Date (as defined in Section 4), upon the terms and subject to the conditions hereinafter set forth, to acquire from Avalara, Inc., a Washington corporation (the “Company”), up to                  (                ) shares of fully paid and nonassessable shares of its common stock (the “Warrant Stock”), at a price per share of $         (each as adjusted, if ever, as provided in Section 10). The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein.

1. Exercise of Warrant.

a. The purchase rights represented by this Warrant are exercisable by the Holder in whole or in part, at any time, or from time to time, before the Expiration Date, by the surrender of this Warrant and the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company), upon payment in cash, by check acceptable to the Company, by cancellation of indebtedness of the Company to the Holder hereof, or as provided in Section 1(c), for the shares to be purchased.

b. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as of the close of business on such date. As promptly as practicable on or after such date, the Company at its expense shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of shares of Warrant Stock issuable upon such exercise. In the event that this Warrant is exercised in part, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercised.

c. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of Warrant Stock is greater than the applicable exercise price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant for cancellation at the principal office of the Company

 

COMMON STOCK PURCHASE WARRANT


together with the properly endorsed Notice of Exercise and notice of such election, in which event the Company shall issue to the Holder a number of shares of the Warrant Stock computed using the following formula:

X= Y (A-B)

           A

Where       X = the number of shares of the Warrant Stock to be issued to the Holder

Y = the number of shares of the Warrant Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation)

A =the fair market value of one share of the Warrant Stock (at the date of such calculation)

B =the applicable exercise price (as adjusted to the date of such calculation)

For purposes of the above calculation, the fair market value of one share of the Warrant Stock shall be determined, in its sole discretion, by the Company’s Board of Directors in good faith (the “Board’s Fair Value Determination”); provided, however, that where there exists a public market for the Company’s common stock (“Common Stock”) at the time of such exercise, the fair market value per share shall be the product of (i) the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the Nasdaq National Market or on any exchange on which the Common Stock is listed, whichever is applicable, as published in the Western Edition of The Wall Street Journal for the five (5) trading days prior to the date of determination of fair market value and (ii) the number of shares of Common Stock into which each share of the Warrant Stock is convertible at the time of such exercise.

d. If the Holder receives notice of an event described in Section 8(a)(ii) below, the Holder may make exercise of this Warrant contingent upon consummation of such transaction by so electing in writing in the Notice of Exercise delivered to the Company under this Section 1.

e. To the extent this Warrant is not previously exercised as to all of the shares subject hereto, and if the fair market value of one share of Warrant Stock (at such measurement date) is greater than the applicable exercise price, this Warrant shall be deemed automatically exercised pursuant to a cashless exercise under Section 3(c) above (even if not surrendered) immediately before its expiration or upon closing of an Acquisition (as defined below) of the Company. For purposes of such automatic exercise, the fair market value of one share of the Warrant Stock shall be determined pursuant to Section 3(c). To the extent this Warrant or any portion thereof is deemed automatically exercised pursuant to this Section 3(e), the Company agrees promptly to notify the holder hereof of the number of shares, if any, the holder hereof is to receive by reason of such automatic exercise. For purposes of this Warrant, “Acquisition” shall mean any transaction in which the Company consummates a merger, consolidation, statutory share exchange or other transaction or series of related transactions resulting in the exchange of the outstanding shares of the Company for securities of or other consideration issued, or caused to be issued, by an acquiring entity or any of its affiliates, in any such case if the shareholders of the Company immediately prior to such event own less than a majority of the outstanding voting equity securities of the surviving entity immediately following the event, or a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company.

 

   –2–    COMMON STOCK PURCHASE WARRANT


2. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company shall make a cash payment equal to the applicable exercise price multiplied by such fraction.

3. Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and on delivery of an indemnity agreement reasonably satisfactory in form and substance to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor and amount.

4. Termination. This Warrant (and the right to purchase securities upon exercise hereof) shall terminate upon the earliest to occur of the following (the “Expiration Date”): (a) [ten years from grant date], or (b) the closing of an Acquisition or effectiveness of a public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company (an “IPO”).

5. Rights of Shareholders. Subject to Sections 8 and 10 of this Warrant, the Holder shall not be entitled to vote or receive dividends or be deemed the holder of the Warrant Stock or any other securities of the Company that may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights of a shareholder of the Company with respect to the Warrant Stock or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, or change of stock to no par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise with respect to such shares until the Warrant shall have been exercised as provided herein.

6. Transfer of Warrant; Securities Laws Compliance.

a. Transferability of Warrant. This Warrant may be transferred or assigned by the Holder hereof in whole or in part, provided that (i) the transferor provides, at the Company’s request, an opinion of counsel satisfactory to the Company that such transfer does not require registration under the Act and the securities law applicable with respect to any other applicable jurisdiction, and (ii) the Company, in its sole discretion, consents to such assignment or transfer.

b. Compliance with Securities Laws.

i. The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of the Warrant Stock or Common Stock to be issued upon exercise hereof or conversion thereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of the Warrant Stock or Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Act or any state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of the Warrant Stock or Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale.

 

   –3–    COMMON STOCK PURCHASE WARRANT


ii. This Warrant and all shares of the Warrant Stock or Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws):

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.

7. Reservation of Stock. The Company covenants that during the term this Warrant is exercisable, the Company will reserve from its authorized and unissued capital stock a sufficient number of shares to provide for the issuance of the Warrant Stock upon the exercise of this Warrant (and shares of its Common Stock for issuance on conversion of such shares of Warrant Stock) and, from time to time, if and when required to meet its obligations under this Section 7, will take all steps necessary to amend its Articles of Incorporation to provide sufficient reserves of shares of the Warrant Stock issuable upon exercise of the Warrant (and shares of its Common Stock for issuance on conversion of such shares of Warrant Stock). The Company further covenants that all shares that may be issued upon the exercise of rights represented by this Warrant and payment of the applicable exercise price, all as set forth herein, will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or otherwise specified herein). The Company agrees that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of the Warrant Stock upon the exercise of this Warrant.

8. Notices.

a. In case:

i. the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant) for the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or

ii. of any Acquisition,

iii. of an IPO, or

iv. of any voluntary dissolution, liquidation or winding-up of the Company,

 

   –4–    COMMON STOCK PURCHASE WARRANT


then, and in each such case, the Company will mail or cause to be mailed to the Holder a notice specifying, as the case may be, (A) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (B) the date on which such IPO, Acquisition, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of the Warrant Stock (or such stock or securities at the time receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Warrant Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be mailed at least fifteen (15) days prior to the date therein specified.

b. Any notice given under this Warrant shall be in writing and delivered in person, via facsimile machine or other form of electronic delivery, sent by documented overnight delivery service or mailed by certified or registered mail, postage prepaid, to the appropriate party or parties at the addresses set forth below, or to such other address as the parties may hereinafter designate. Unless otherwise specified in this Warrant, all such notices and other written communications shall be effective (and considered received for purposes of this Warrant), (a) if delivered by hand, upon delivery, (b) if by facsimile machine or other form of electronic delivery, on the next business day, (c) if sent via electronic mail or by documented overnight delivery service, on the date delivered, or (d) if mailed via first-class regular mail, two (2) days after depositing in the U.S. Mail.

9. Amendments.

a. Any term of this Warrant may be amended with the written consent of the Company and the Holder. Any amendment shall be binding upon the Holder’s successors and assigns.

b. No waivers of, or exceptions to, any term, condition or provision of this Warrant, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

10. Adjustments. The applicable exercise price and/or the number of shares of Warrant Stock purchasable hereunder are subject to adjustment from time to time as follows:

a. Conversion or Redemption of the Warrant Stock. Should all of the Warrant Stock be, or if outstanding would be, at any time prior to the expiration of this Warrant or any portion thereof, converted into shares of Common Stock upon the occurrence of an event in accordance with the Articles of Incorporation of the Company as amended and/or restated and effective immediately prior to the conversion of all of the Warrant Stock, then this Warrant shall no longer be exercisable for shares of Warrant Stock but shall immediately become and remain for the term hereof (subject to the other terms and conditions set forth in this Warrant) exercisable for that number of shares of Common Stock equal to the number of shares of the Common Stock that would have been received if this Warrant had been exercised in full and the Warrant Stock received thereupon had been simultaneously converted immediately prior to such event, and the applicable

 

   –5–    COMMON STOCK PURCHASE WARRANT


exercise price shall be immediately adjusted to equal the quotient obtained by dividing (x) the aggregate applicable exercise price of the maximum number of shares of the Warrant Stock for which this Warrant was exercisable immediately prior to such conversion, by (y) the number of shares of Common Stock for which this Warrant is exercisable immediately after such conversion.

b. Reclassification, etc. If the Company, at any time while this Warrant, or any portion thereof, remains outstanding and unexpired by reclassification of securities or otherwise, shall change any of the securities as to which purchase rights under this Warrant exist into the same or a different number of securities of any other class or classes, this Warrant shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities that were subject to the purchase rights under this Warrant immediately prior to such reclassification or other change and the exercise price therefor shall be appropriately adjusted, all subject to further adjustment as provided in this Section 10. No adjustment shall be made pursuant to this Section 10(b), upon any conversion of the Warrant Stock which is the subject of Section 10(a).

c. Split, Subdivision or Combination of Shares. If the Company at any time while this Warrant, or any portion thereof, remains outstanding and unexpired shall split, subdivide or combine the securities as to which purchase rights under this Warrant exist, into a different number of securities of the same class, the applicable exercise price for such securities and the number of securities for which this warrant shall be exercisable shall be proportionately decreased and increased, respectively, in the case of a forward split or subdivision, or proportionately increased and decreased, respectively, in the case of a reverse split or combination.

d. Adjustments for Dividends in Stock or Other Securities or Property. If while this Warrant, or any portion hereof, remains outstanding and unexpired the holders of the securities as to which purchase rights under this Warrant exist at the time shall have received, or, on or after the record date fixed for the determination of eligible shareholders, shall have become entitled to receive, without payment therefor, other or additional stock or other securities or property (other than cash) of the Company by way of dividend, then and in each case, this Warrant shall represent the right to acquire, in addition to the number of shares of the security receivable upon exercise of this Warrant, and without payment of any additional consideration therefor, the amount of such other or additional stock or other securities or property (other than cash) of the Company that such holder would hold on the date of such exercise had it been the holder of record of the security receivable upon exercise of this Warrant on the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and/or all other additional stock available by it as aforesaid during such period, giving effect to all adjustments called for during such period by the provisions of this Section 10.

e. Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment pursuant to this Section 10, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Holder a certificate setting forth: (i) such adjustments and readjustments; (ii) the applicable exercise price at the time in effect; and (iii) the number of shares and the amount, if any, of other property that at the time would be received upon the exercise of the Warrant.

 

   –6–    COMMON STOCK PURCHASE WARRANT


11. Market Stand-off. By accepting this Warrant and the shares issuable upon exercise hereof, the Holder hereby agrees that the Holder shall not, to the extent requested by the Company or an underwriter of securities of the Company, sell or otherwise transfer or dispose of or engage in any other transaction regarding any securities or other shares of capital stock of the Company then owned by the Holder for up to one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act of 1933, as amended (or such other period, not to exceed twenty (20) additional days, as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments). The Holder agrees to execute a market stand-off agreement with the underwriter or underwriters in customary form consistent with the provisions set forth herein. The underwriters in connection with the Company’s initial public offering are intended third party beneficiaries of the restrictions set forth in this section and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

12. Miscellaneous.

a. Applicable Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Washington applicable to contracts made and to be performed entirely within Washington, excluding that body of law relating to conflict of laws and choice of law.

b. Attorneys’ Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorney’s fees.

c. Captions. The captions for the sections and subsections of this Warrant have been inserted for convenience only and shall have no substantive effect.

[The remainder of this page is intentionally left blank.]

 

   –7–    COMMON STOCK PURCHASE WARRANT


IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized.

 

AVALARA, INC.
By:    
  Alesia L. Pinney
  Executive Vice President, General Counsel and Secretary

 

Acknowledged and agreed:
HOLDER:
 

 

[Director Name]

 

   –8–    COMMON STOCK PURCHASE WARRANT


NOTICE OF EXERCISE

1. The undersigned hereby elects to purchase                  shares of Warrant Stock of Avalara, Inc. pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full.

2. The undersigned wishes to utilize cashless exercise in payment of the exercise price for the Warrant Stock and hereby authorizes the Company to adjust the number of shares for which this Warrant may be exercised in the future to properly reflect such cashless exercise:

Yes, for                 shares                             No

3. In exercising this Warrant, the undersigned hereby confirms and acknowledges that the shares of Warrant Stock or the Common Stock to be issued upon conversion thereof are being acquired solely for the account of the undersigned and not as a nominee for any other party, and for investment, and that the undersigned will not offer, sell or otherwise dispose of any such shares of Warrant Stock or Common Stock except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws.

4. Please issue a certificate or certificates representing said shares of Warrant Stock in the name of the undersigned or in such other name as is specified below:

 

 
(Name)
 

 

 
(Address)

5. Please issue a new Warrant for the unexercised portion of the attached Warrant in the name of the undersigned or in such other name as is specified below:

 

 
(Name)

 

HOLDER:
By:    
Name:    
Title:    
Date:    
EX-10.8 13 d317509dex108.htm INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT

Exhibit 10.8

AVALARA, INC.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (the “Agreement”) is entered into on                     , 20        , between Avalara, Inc., a Washington corporation (the “Company”), and the undersigned officer and/or director of the Company (“Indemnitee”), for good and valuable consideration as set forth below.

Recitals

A. The Company recognizes the importance, and increasing difficulty, of obtaining adequate liability insurance coverage for its directors, officers, employees, agents and fiduciaries.

B. The Company further recognizes that, at the same time as the availability and coverage of such insurance has become more limited, litigation against corporate directors, officers, employees, agents and fiduciaries has continued to increase.

C. Article 4 of the Company’s Restated Fifteenth Amended and Restated Articles of Incorporation (the “Articles”) provides for indemnification of the Company’s directors and officers to the full extent authorized by the Washington Business Corporation Act (the “Statute”), and that such provisions are not exclusive and may be supplemented by agreements between the Company and its directors, officers, employees, agents and fiduciaries.

D. The Company desires to retain and attract the services of highly qualified individuals, such as Indemnitee, to serve the Company and, in that connection, also desires to provide contractually for indemnification of, and advancement of expenses to, Indemnitee to the full extent authorized by law.

Agreement

1. Indemnification

a. Scope. The Company agrees to hold harmless and indemnify Indemnitee against any Damages (as defined in Section 1(c)) incurred by Indemnitee with respect to any Proceeding (as defined in Section 1(d)) to which Indemnitee is or is threatened to be made a party or in which Indemnitee is otherwise involved (including, but not limited to, as a witness), to the full extent authorized by law, without regard to the limitations in RCW 23B.08.510 through 23B.08.550, and 23B.08.560(2), except that Indemnitee shall have no right to indemnification on account of: (i) acts or omissions of Indemnitee that have been finally adjudged (by a court having proper jurisdiction, and after all rights of appeal have been exhausted or lapsed, herein “Finally Adjudged”) to be intentional misconduct or a knowing violation of law; (ii) conduct of Indemnitee that has been Finally Adjudged to be in violation of RCW 23B.08.310; (iii) any transaction with respect to which it has been Finally Adjudged that Indemnitee personally received a benefit in money, property or services to which Indemnitee was not legally entitled; or (iv) any suit in which it is Finally Adjudged that Indemnitee is liable for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company in violation of the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto.


b. Changes to Indemnification Right. Indemnitee’s right to be indemnified to the full extent authorized by law shall include the benefits of any change, after the date of this Agreement, in the Statute or other applicable law regarding the right of a Washington corporation to indemnify directors, officers, employees, agents or fiduciaries, to the extent that it would expand Indemnitee’s rights hereunder. Any such change that would narrow or interfere with Indemnitee’s rights hereunder shall not apply to, limit, or affect the interpretation of, this Agreement, unless and then only to the extent that it has been Finally Adjudged that its application hereto does not constitute an unconstitutional impairment of Indemnitee’s contract rights or otherwise violate applicable law.

c. Indemnified Amounts. If Indemnitee is or is threatened to be made a party to, or is otherwise involved (including, but not limited to, as a witness) in, any Proceeding, the Company shall hold harmless and indemnify Indemnitee from and against any and all losses, claims, damages, costs, expenses and liabilities incurred in connection with investigating, defending, being a witness in, participating in or otherwise being involved in (including on appeal), or preparing to defend, be a witness in, participate in or otherwise be involved in (including on appeal), such Proceeding, including but not limited to attorneys’ fees, judgments, fines, penalties, ERISA excise taxes, amounts paid in settlement, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments pursuant to this Agreement, and other expenses (collectively, “Damages”), including all interest, assessments or charges paid or payable in connection with or in respect of such Damages.

d. Definition of Proceeding. For purposes of this Agreement, “Proceeding” shall mean any actual, pending, threatened or completed action, suit, claim, investigation, hearing or proceeding (whether civil, criminal, administrative or investigative, and whether formal or informal) in which Indemnitee is, has been or becomes involved, or regarding which Indemnitee is threatened to be made a named defendant or respondent, based in whole or in part on or arising out of the fact that Indemnitee is or was a director, officer, member of a board committee, employee or agent of the Company and/or any of its subsidiaries or that, being or having been such a director, officer, member of a board committee, employee, trustee or agent, Indemnitee is or was serving at the request of the Company as a director, officer, partner, employee or agent of another corporation or of a foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise (each, a “Related Company”), whether the basis of such action, suit, claim, investigation, hearing or proceeding is alleged action or omission by Indemnitee in an official capacity as a director, officer, committee member, partner, employee, trustee or agent or in any other capacity while serving as a director, officer, committee member, partner, employee, trustee or agent. “Proceeding” shall not, however, include: (i) any action, suit, claim, investigation, hearing or proceeding instituted by or at the direction of Indemnitee unless pursuant to an Enforcement Action (as defined in Section 3(a)) or its institution has been authorized by the Company’s Board of Directors (the “Board”); or (ii) any action, suit, claim, investigation, hearing or proceeding based in whole or in part on or arising out of alleged malpractice by Indemnitee in the provision of legal services to the Company and/or any Related Company.

 

–2–


e. Notifications.

i. Promptly after receipt by Indemnitee of notice of the commencement (including a threatened assertion or commencement) of any Proceeding, Indemnitee will, if it is reasonably foreseeable that a claim in respect thereof will be made against the Company under this Agreement, notify the Company’s Chief Executive Office (the “CEO”) of the commencement thereof (which notice shall be in the form of attached Exhibit A) (the “Indemnification Notice”). A failure to notify the Company in accordance with this Section 1(e)(i) (or to provide supplements in accordance with Section 1(e)(ii)) will not, however, relieve the Company from any liability to Indemnitee under this Agreement unless (and then only to the extent that) such failure is Finally Adjudged to have materially prejudiced the Company’s ability to defend the Proceeding.

ii.At the same time, or from time to time thereafter, Indemnitee may further notify the CEO, by delivery of a supplemental Indemnification Notice (or by checking the second box and providing the corresponding information on the initial Indemnification Notice), of any Proceeding for which indemnification is being sought under this Agreement.

f. Determination of Entitlement.

i. To the extent Indemnitee has been wholly successful, on the merits or otherwise, in the defense of any Proceeding, the Company shall indemnify Indemnitee against all expenses incurred by Indemnitee in connection with the Proceeding, within ten (10) days after receipt of an Indemnification Notice delivered pursuant to subsection (e)(ii).

ii. In the event that subsection (f)(i) above is inapplicable, or does not apply to the entire Proceeding, the Company shall indemnify Indemnitee within thirty (30) days after receipt of an Indemnification Notice delivered pursuant to subsection (e)(ii) unless during such thirty (30) day period the CEO delivers to Indemnitee a written notice contesting Indemnitee’s indemnification claim (the “Contest Notice”), which Contest Notice shall state with particularity the reasons for the decision to challenge Indemnitee’s indemnification claim and the evidence the Company would present in any forum in which Indemnitee might seek review of such decision. The Company’s failure to deliver a Contest Notice within thirty (30) days after the Company’s receipt of an Indemnification Notice pursuant to subsection (e)(ii) shall obligate the Company unconditionally to indemnify Indemnitee to the extent requested in the Indemnification Notice.

iii. At any time following receipt of a Contest Notice, Indemnitee shall be entitled to select a forum for the review of, and in which the Company will defend, the Contest Notice and the Company’s decision to challenge Indemnitee’s indemnification claim. Such selection shall be made from among the following alternatives, by delivering a written notice to the CEO indicating Indemnitee’s selection of forum:

(A) A quorum of the Board consisting of directors who are not parties to the Proceeding for which indemnification is being sought;

(B) Special Legal Counsel (as defined in Section 1(f)(vii)); or

 

–3–


(C) A panel of three independent arbitrators, one of whom is selected by the Company, another of whom is selected by Indemnitee and the last of whom is selected by the first two arbitrators so selected,

provided, that nothing in this Section 1(f) shall prevent Indemnitee at any time from bringing suit against the Company to recover the amount of the indemnification claim (whether or not Indemnitee has otherwise exhausted its contractual remedies hereunder). In addition, any determination by a forum selected by Indemnitee that Indemnitee is not entitled to indemnification, or any failure to make the payments requested in the Indemnification Notice, shall be subject to judicial review by any court of competent jurisdiction, as described in Section 3.

iv. In any forum in which the Company defends its Contest Notice and its decision to challenge Indemnitee’s indemnification claim under this Section 1(f), the presumptions, burdens and standard of review set forth in Section 3(c) shall apply and are incorporated into this Section 1(f) by reference, except as otherwise expressly provided in Section 3(c).

v. As soon as practicable, and in no event later than fifteen (15) days after the forum has been selected pursuant to subsection (f)(iii) above, the Company shall, at its own expense, submit the defense of its Contest Notice and the question of Indemnitee’s right to indemnification to the selected forum.

vi. The forum selected shall render its decision concerning the validity of the Contest Notice and the Company’s decision to deny Indemnitee’s indemnification claim within thirty (30) days after the forum has been selected in accordance with Section 1(f)(iii).

vii. For the purposes of this Agreement, “Special Legal Counsel” shall mean an attorney or firm of attorneys, selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), who must not have performed other services for the Company or Indemnitee within the last three years.

2. Expense Advances

a. Generally. The right to indemnification conferred by Section 1 shall include the right to have the Company pay Indemnitee’s attorneys’ fees and other expenses, including but not limited to out of pocket costs and disbursements, incurred in connection with any Proceeding, or in connection with bringing, defending and/or pursuing an Enforcement Action (as defined in Section 3(a)), as such expenses are incurred and in advance of the final disposition of such Proceeding or Enforcement Action (such entitlement is referred to hereinafter as an “Expense Advance”).

b. Undertaking. The Company’s obligation to provide an Expense Advance is subject only to the following condition: Indemnitee or his or her representative must have executed and delivered to the CEO an undertaking (in the form of attached Exhibit B) (the “Statement of Undertaking”) to repay all Expense Advances if and to the extent that it may be Finally Adjudged that Indemnitee is not entitled to be indemnified for such Expense Advance under one or more of clauses (i) through (iv) of the first sentence of Section 1(a). The Statement

 

–4–


of Undertaking need not be secured and shall be accepted by the Company without reference to Indemnitee’s financial ability to make repayment. No interest shall be charged on any obligation to reimburse the Company for any Expense Advance.

c. Service as Witness. Notwithstanding any other provision of this Agreement, the Company’s obligation to indemnify, or provide Expense Advances under Section 2, to Indemnitee in connection with Indemnitee’s appearance as a witness in a Proceeding at a time when Indemnitee has not been made a named defendant or respondent to the Proceeding shall be absolute and unconditional, and not subject to any of the limitations on, or conditions to, Indemnitee’s right to indemnification or to receive an Expense Advance otherwise contained in this Agreement.

3. Procedures for Enforcement

a. Enforcement. If a claim for indemnification made by Indemnitee hereunder is not paid in full (whether or not the provisions of Section 1(f) have been complied with, or completed), or a claim for an Expense Advance made by Indemnitee hereunder is not paid in full within twenty (20) days from delivery of a Statement of Undertaking to the CEO, Indemnitee may, but need not, at any time thereafter bring suit against the Company to recover the unpaid amount of the claim (an “Enforcement Action”).

b. Required Indemnification. The court hearing the Enforcement Action shall order the Company to provide indemnification or to advance expenses to Indemnitee to the full extent sought in the Enforcement Action if it determines that (i) the Enforcement Action is brought by Indemnitee to enforce the Company’s obligation under Section 1(f)(ii) unconditionally to indemnify Indemnitee to the extent requested in the Indemnification Notice where the Company has failed timely to deliver a Contest Notice, or (ii) the Company failed to prove by clear and convincing evidence that Indemnitee is not entitled to indemnification based on one or more of clauses (i) through (iv) of the first sentence of Section 1(a).

c. Presumptions, Burdens and Standard of Review in Enforcement Action or Company Determination. In any Enforcement Action (and, except as otherwise expressly provided in this Section 3(c), in any review of a Contest Notice by a forum described in Section 1(f)) the following presumptions (and limitations on presumptions), burdens and standard of review shall apply:

i. The Company shall conclusively be presumed to have entered into this Agreement and assumed the obligations imposed hereunder in order to induce Indemnitee to serve or to continue to serve as a director, officer, member of a board committee, employee and/or agent of the Company and/or one or more of its subsidiaries;

ii. This Agreement shall conclusively be presumed to be valid and Article 4 of the Articles shall conclusively be presumed to be effective to waive all of the limitations in RCW 23B.08.510 through RCW 23B.08.550, and RCW 23B.08.560(2);

iii. Submission of an Indemnification Notice in accordance with Section 1(e)(i) (or a supplement thereto in accordance with Section 1(e)(ii)) or a Statement of Undertaking to the Company shall create a presumption that Indemnitee is entitled to

 

–5–


indemnification or an Expense Advance hereunder, and thereafter the Company shall have the burden of proving by clear and convincing evidence (sufficient to rebut the foregoing presumption) that Indemnitee is not entitled to indemnification based on one or more of clauses (i) through (iv) of the first sentence of Section 1(a);

iv. Indemnitee may establish a conclusive presumption of any objective fact related to an event or occurrence by delivering to the Company a declaration made under penalty of perjury that such fact is true, provided, that no such presumption may be established with respect to the ultimate conclusions set forth in any of clauses (i) through (iv) of the first sentence of Section 1(a);

v. If Indemnitee is or was serving as a director, officer, employee, trustee or agent of a corporation of which a majority of the shares entitled to vote in the election of its directors is held by the Company or in an executive or management capacity in a partnership, joint venture, trust or other enterprise of which the Company or a wholly-owned subsidiary of the Company is a general partner or has a majority ownership, then such corporation, partnership, joint venture, trust or enterprise shall conclusively be deemed a Related Company and Indemnitee shall conclusively be deemed to be serving such Related Company at the request of the Company;

vi. Neither (A) the failure of the Company (including but not limited to the Board, the Company’s officers, independent counsel, Special Legal Counsel, any arbitrator or the Company’s shareholders) to make a determination prior to the commencement of the Enforcement Action whether indemnification, or payment of an Expense Advance, of Indemnitee is proper in the circumstances nor (B) an actual determination by the Company, the Board, the Company’s officers, independent counsel, Special Legal Counsel, any arbitrator or the Company’s shareholders that Indemnitee is not entitled to indemnification or payment of an Expense Advance shall be a defense to the Enforcement Action, create a presumption that Indemnitee is not entitled to indemnification hereunder or be considered by a court in an Enforcement Action, which shall conduct a de novo review of the relevant issues; and

vii. The termination of any Proceeding by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have a particular belief or that a court has determined that indemnification is not permitted under this Agreement or applicable law; and

viii. If the court hearing the Enforcement Action is unable to make either of the determinations specified in Sections 3(b)(i) or 3(b)(ii), the court hearing the Enforcement Action shall nonetheless order the Company to provide indemnification or to advance expenses to Indemnitee to the full extent sought in the Enforcement Action if it determines that Indemnitee is fairly and reasonably entitled to such indemnification or Expense Advance in view of all of the relevant circumstances, and without regard to the limitations set forth in clauses (i) through (iii) of the first sentence of Section 1(a). In determining whether Indemnitee is fairly and reasonably entitled to such indemnification or expense advance, the court shall weigh (A) the relative benefits received by the Company and/or any of its subsidiaries or any Related Company, or any of their affiliates other than Indemnitee, on the one hand, and

 

–6–


Indemnitee on the other from the transaction from which such Proceeding arose or to which such Proceeding relates, and (B) the relative fault of the Company and/or any of its subsidiaries or any Related Company, or any of their affiliates other than Indemnitee, on the one hand, and of Indemnitee on the other in connection with the transaction that resulted in such Damages, as well as any other relevant equitable considerations. The relative fault of the Company and/or any of its subsidiaries or any Related Company, or any of their affiliates other than Indemnitee, on the one hand, and of Indemnitee on the other shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Damages. If either (A) the relative benefits received by the Company and/or any of its subsidiaries or any Related Company, or any of their affiliates other than Indemnitee, exceed the relative benefits received by Indemnitee, or (B) the relative fault of the Company and/or any of its subsidiaries or any Related Company, or any of their affiliates other than Indemnitee, exceeds the relative fault of Indemnitee, then Indemnitee shall be entitled to the full amount of indemnification and/or Expense Advance sought in the Enforcement Proceeding.

d. Attorneys’ Fees and Expenses for Enforcement Action. In any Enforcement Action, the Company shall hold harmless and indemnify Indemnitee against all of Indemnitee’s attorneys’ fees and expenses in bringing, defending and/or pursuing the Enforcement Action (including but not limited to attorneys’ fees at any stage, and on appeal); provided, however, that the Company shall not be required to provide such indemnification for such fees and expenses if it is Finally Adjudged that Indemnitee knew prior to commencement of the Enforcement Action that Indemnitee was not entitled to indemnification based on any of clauses (i) through (iv) of the first sentence of Section 1(a).

4. Defense of Claim

a. With respect to any Proceeding as to which Indemnitee has provided notice to the Company pursuant to Section 1(e)(i):

i. The Company may participate therein at its own expense.

ii. The Company (jointly with any other indemnifying party similarly notified, if any) may assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to so assume the defense thereof, the Company shall not be liable to Indemnitee under this Agreement for any legal fees or other expenses (other than reasonable costs of investigation and costs and expenses as participating as a witness) subsequently incurred by Indemnitee in connection with the defense thereof unless (A) the employment of counsel by Indemnitee or the incurring of such expenses has been authorized by the Company, (B) Indemnitee shall have concluded that there is a reasonable possibility that a conflict of interest could arise between the Company and Indemnitee in the conduct of the defense of such Proceeding, which conflict of interest shall be conclusively presumed to exist upon Indemnitee’s delivery to the Company of a written certification of such conclusion, (C) the Company shall not in fact have employed counsel to assume the defense of such Proceeding or (D) the Company does not continue to retain such counsel to defend such Proceeding, in each of which cases the legal fees and other expenses of Indemnitee shall be at the expense of the Company. The Company shall not be entitled to assume the defense of a Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have reached the conclusion described in clause (B) above.

 

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iii. The Company shall not be liable for any amounts paid in settlement of any Proceeding effected without its written consent.

iv. The Company shall not settle any Proceeding in any manner that (A) would impose any penalty or limitation on Indemnitee, (B) constitute any admission of wrongdoing of Indemnitee, or (C) may compromise or adversely affect the defense of the Indemnitee in any other Proceeding, in each case without Indemnitee’s written consent.

b. Neither the Company nor Indemnitee will unreasonably withhold its or his or her consent to any proposed settlement of any Proceeding.

5. Maintenance of D&O Insurance

a. Subject to Section 5(c) below, during the period (the “Coverage Period”) beginning on the date of this Agreement and ending at the later of (i) six (6) years following the time Indemnitee is no longer serving as a director, officer, member of a board committee, employee or agent of the Company and/or one or more subsidiaries or any Related Company, or (ii) at the end of such longer period during which Indemnitee believes that a reasonable possibility of exposure to a Proceeding or Damages persists (which extended period must be consented to by the Company, such consent not to be unreasonably withheld), the Company shall maintain a directors’ and officers’ liability insurance policy in full force and effect or shall have purchased or otherwise provided for a run-off or tail policy or endorsement to such existing policy (“D&O Insurance”), providing in all respects coverage at least comparable to and in similar amounts, and with similar exclusions, as that obtained by other similarly situated companies as determined in good faith by any of the parties referenced in Section 1(f)(iii)(A) through (C); provided, however, that nothing herein shall be interpreted to require the Company to obtain coverage for legal malpractice.

b. Under all policies of D&O Insurance, Indemnitee shall during the Coverage Period be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s directors or officers most favorably insured by such policy, and each insurer under a policy of D&O Insurance shall be required to provide Indemnitee written notice at least thirty (30) days prior to the effective date of termination of the policy.

c. Unless otherwise expressly provided in a written agreement between the Company and Indemnitee, the Company shall have no obligation to obtain or maintain D&O Insurance to the extent that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, or the coverage provided by such insurance is so limited by exclusions as to provide an insufficient benefit, such determination to be made by any of the parties referenced in Section 1(f)(iii)(A) through (C).

d. It is the intention of the parties in entering into this Agreement that the insurers under the D&O Insurance, if any, shall be obligated ultimately to pay any claims by Indemnitee which are covered by D&O Insurance, and nothing herein shall be deemed to

 

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diminish or otherwise restrict the Company’s or Indemnitee’s right to proceed or collect against any insurers under D&O Insurance or to give such insurers any rights against the Company or Indemnitee under or with respect to this Agreement, including but not limited to any right to be subrogated to the Company’s or Indemnitee’s rights hereunder, unless otherwise expressly agreed to by the Company and Indemnitee in writing. The obligation of such insurers to the Company and Indemnitee shall not be deemed reduced or impaired in any respect by virtue of the provisions of this Agreement.

e. Subject to Section 7, no indemnification pursuant to this Agreement shall be provided by the Company for Damages or Expense Advances that have been paid directly to Indemnitee by an insurance carrier under a policy of D&O Insurance or other insurance maintained by the Company.

f. Subject to Section 7, in the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of Indemnitee to recover the same amounts from any insurer or other third person (other than another person with indemnification rights against the Company substantially similar those of Indemnitee under this Agreement). Indemnitee shall execute all documents required and take all acts necessary to secure such rights and enable the Company effectively to bring suit to enforce such rights.

6. Partial Indemnification; Mutual Acknowledgment; Contribution

a. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Damages in connection with a Proceeding, but not for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Damages to which Indemnitee is entitled.

b. Mutual Acknowledgment. The Company and Indemnitee acknowledge that, in certain instances, federal law or public policy may override applicable state law and prohibit the Company from indemnifying Indemnitee under this Agreement or otherwise. For example, the Company and Indemnitee acknowledge that the Securities and Exchange Commission (the “SEC”) has taken the position that indemnification is not permissible for liabilities arising under certain federal securities laws, and federal legislation prohibits indemnification for certain ERISA violations. Furthermore, Indemnitee understands that the Company has undertaken or may be required in the future to undertake with the SEC to submit for judicial determination the issue of the Company’s power to indemnify Indemnitee in certain circumstances; all of the Company’s obligations under this Agreement will be subject to the requirements of any such undertaking required by the SEC to be made by the Company.

c. Contribution. If the indemnification provided under Sections 1, 2 and 6 is unavailable by reason of any of the circumstances specified in one or more of clauses (i) through (iii) of the first sentence of Section 1(a) then, in respect of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Damages (including attorneys’ fees) actually and reasonably incurred and paid or payable by Indemnitee in such proportion as is appropriate to reflect (i) the relative benefits received by the Company and/or any of its subsidiaries or any

 

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Related Company, or any of their affiliates other than Indemnitee, on the one hand, and Indemnitee on the other from the transaction or events from which such Proceeding arose or to which such Proceeding relates, and (ii) the relative fault of the Company and/or any of its subsidiaries or any Related Company, or any of their affiliates other than Indemnitee, on the one hand, and of Indemnitee on the other in connection with the transaction or events that resulted in such Damages, as well as any other relevant equitable considerations. The relative fault of the Company and/or any of its subsidiaries or any Related Company, or any of their affiliates other than Indemnitee, on the one hand, and of Indemnitee on the other shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Damages. The Company agrees that it would not be just and equitable if contribution pursuant to this Section 6(c) were determined by pro rata allocation or any other method of allocation that does not take account of the foregoing equitable considerations.

7. Primacy of Indemnification

a. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability insurance provided by a third-party and certain of its affiliates, other than the Company, any Related Company or the insurer under a D&O Insurance policy of the Company or any Related Company (collectively, the “Entity Indemnitors”). The Company hereby agrees that the Company shall, and to the extent applicable shall cause each Related Company to, (i) be the indemnitor of first resort, i.e., its obligations to Indemnitee under this Agreement (including, without limitation, indemnification for Damages and the obligation to make Expense Advances) and any indemnity provisions set forth in its Certificate of Incorporation, By-laws or elsewhere (collectively, “Indemnity Arrangements”) are primary and (ii) advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Entity Indemnitors. The Company hereby irrevocably waives, relinquishes and releases, and shall cause each Related Company to irrevocably waive, relinquish and release, the Entity Indemnitors from any claims against the Entity Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Entity Indemnitor on behalf of the Indemnitee shall affect the foregoing. Additionally, the Entity Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. In the event that any Entity Indemnitor makes a payment to the Indemnitee in respect of indemnification or advancement of expenses where the Company or a Related Company is the indemnitor of first resort, the Company shall, and to the extent applicable shall cause the Related Companies to, promptly and fully reimburse the Entity Indemnitor making such payment upon written demand by the Entity Indemnitor. The Company and the Indemnitee agree that the Entity Indemnitors are express third party beneficiaries of the terms of this Section 7, entitled to enforce this Section 7 as though each such Entity Indemnitor were a party to this Agreement. The Company shall cause each of the Related Companies to perform the terms and obligations of this Section 7 as though each such Related Company was a party to this Agreement. [Nothing contained herein is intended to limit the scope of that certain letter agreement (the “Entity Indemnitor Side Letter”), dated as of the date hereof, between the Company and [            ], or the rights of [            ] or its insurers thereunder. In the event of a conflict between the provisions of this Agreement and the Entity Indemnitor Side Letter, the provisions of the Entity Indemnitor Side Letter shall control.]

 

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8. Miscellaneous

a. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Washington.

b. This Agreement shall be binding upon Indemnitee and upon the Company, its successors and assigns, and shall inure to the benefit of Indemnitee, Indemnitee’s heirs, personal representatives and assigns and to the benefit of the Company, its successors and assigns. The Company shall require any successor to the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

c. Indemnitee’s rights to indemnification and advancement of expenses under this Agreement shall not be deemed exclusive of any other or additional rights to which Indemnitee may be entitled under the Articles or the Bylaws of the Company, any vote of shareholders or disinterested directors, the Statute or otherwise, whether as to actions or omissions in Indemnitee’s official capacity or otherwise. The Company represents and warrants to the Indemnitee that the Indemnitee’s rights and obligations hereunder are consistent in all material respects with the indemnification rights and obligations to which each other director of the Company on the date hereof is benefitted and bound by, whether under the Articles or Bylaws of the company or under any similar indemnification agreement entered into between the Company and any other such director.

d. Nothing in this Agreement shall confer upon Indemnitee the right to continue to serve as a director, officer, member of a board committee, employee and/or agent of the Company or any of its subsidiaries or any Related Company. If Indemnitee is an officer or employee of the Company, then, unless otherwise expressly provided in a written employment agreement between the Company and Indemnitee, the employment of Indemnitee with the Company shall be terminable at will by either party. The indemnification and release provided under this Agreement shall apply to any and all Proceedings, notwithstanding that Indemnitee has ceased to be a director, officer, partner, employee, trustee or agent of the Company, any of its subsidiaries or a Related Company, and shall inure to the benefit of the heirs, executors and administrators of Indemnitee.

e. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, then: (i) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such invalid, illegal or unenforceable provision that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such invalid, illegal or unenforceable provision, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

 

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f. Any notices or communications to be given or required to be given under this Agreement shall be given by personal delivery, registered mail, overnight courier, facsimile or electronic mail at the following address or at the address following Indemnitee’s signature below.

 

Company:

  

Avalara, Inc.

255 S. King Street, Suite 1800

Seattle, WA 98104

Tel: (206) 826-4900

Attn: General Counsel

electronic mail: alesia.pinney@avalara.com

  

with a copy to the Chief Financial Officer

electronic mail: bill.ingram@avalara.com

  

 

And a copy to:

  

Perkins Coie LLP

1201 Third Avenue, Suite 4900

Seattle, WA 98101

Attn: Andrew Moore

electronic mail: Amoore@perkinscoie.com

Notices and communications shall be deemed received by the addressee on the date of delivery if delivered in person, on the third (3rd) day after mailing if delivered by registered airmail, on the next business day after mailing if sent by overnight courier, on the next business day if sent by telex or facsimile, or upon confirmation of delivery when directed to the electronic mail address described above if sent by electronic mail.

g. No amendment, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by both parties hereto.

h. If Indemnitee has previously executed an indemnification agreement with the Company, this Agreement supersedes such prior indemnification agreement in its entirety.

i. This Agreement may be executed in two counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.

[Signature page to follow.]

 

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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement effective as of the day and year first set forth above.

 

“Company”

    AVALARA, INC.
    By:    
    Name:    
    Its:    

 

 

“Indemnitee”      
    [Insert Name]
    Address:
     
     
     
    Fax:    
    Telephone:    
    Email:    

 

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EXHIBIT A

INDEMNIFICATION NOTICE

Check the appropriate space below, and provide a brief description of the Proceeding as requested below:

 

 

   Notice is hereby given by the undersigned,                                              , pursuant to Section 1(e)(i) of the Indemnification Agreement (the “Agreement”) dated                      between Avalara, Inc., a Washington corporation (the “Company”), and the undersigned, of the commencement of a Proceeding, as defined in the Agreement. A brief description of the Proceeding is as follows:

 

   If indemnification of particular Damages (as defined in the Agreement) is being sought at this time, pursuant to Section 1(e)(ii) of the Agreement, the undersigned hereby requests indemnification by the Company under the terms of the Agreement with respect to the following Damages incurred in connection with the Proceeding:
Dated:                        ,         .

 

 
[NAME]


EXHIBIT B

STATEMENT OF UNDERTAKING

STATE OF              )

COUNTY OF          )

I,                             , being first duly sworn, do depose and say as follows:

1. This Statement is submitted pursuant to the Indemnification Agreement (the “Agreement”) dated                      between Avalara, Inc., a Washington corporation (the “Company”), and me.

2. I am requesting an Expense Advance, as defined in the Agreement.

3. I hereby undertake to repay the Expense Advance if and to the extent it is Finally Adjudged (as defined in the Agreement) that I am not entitled under the Agreement to be indemnified by the Company.

4. The expenses for which advancement is requested, and a brief description of the underlying Proceeding (as defined in the Agreement), are as follows: [Add brief description of expenses and Proceeding]

 

DATED:                     ,         

   
  [Signature]

SUBSCRIBED AND SWORN TO before me this          day of             , 20        .

(Notary Signature)

(Seal or stamp)

EX-10.9 14 d317509dex109.htm EXECUTIVE EMPLOYMENT AGREEMENT SCOTT MCFARLANE EXECUTIVE EMPLOYMENT AGREEMENT SCOTT MCFARLANE

Exhibit 10.9

AVALARA, INC.

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “Agreement”) is entered into as of June 19, 2017 (the “Effective Date”) by and between Scott McFarlane (“Executive”) and Avalara, Inc., a Washington corporation (the “Company”). As of the Effective Date, this Agreement shall supersede and replace in its entirety the Executive Employment Agreement dated March 27, 2014, including any amendments thereto, previously entered into by the parties (the “Prior Agreement”).

Certain capitalized terms in this Agreement have the meanings set forth in Appendix A attached to this Agreement, which is incorporated into this Agreement in its entirety.

 

1. EMPLOYMENT

1.1 Position

The Company agrees to continue to employ Executive, and Executive agrees to continue to accept employment by the Company as its Chief Executive Officer and President and report to the Company’s Board of Directors. Subject to Section 3.3, changes may be made from time to time by the Company in its sole discretion to the duties, reporting relationships and title of Executive. Executive will perform the duties as are commensurate and consistent with Executive’s position and will devote Executive’s full working time, attention and efforts to the Company and to discharging the responsibilities of Executive’s position, and such other duties as may be assigned from time to time by the Company that relate to the business of the Company and are reasonably consistent with Executive’s position. Executive agrees to comply with the Company’s standard policies and procedures, including the Company’s Proprietary Information and Inventions Agreement previously executed by Executive, and with all applicable laws and regulations.

1.2 Outside Activities

During Executive’s employment, Executive will not engage in any business activity that, in the reasonable judgment of the Board of Directors, conflicts with the duties of Executive under this Agreement, whether or not such activity is pursued for gain, profit or other advantage. During Executive’s employment, Executive further agrees not to assist any person or organization in competing with the Company, in preparing to compete with the Company or in hiring any employees of the Company. In signing this Agreement, Executive warrants that Executive is available to perform his duties at the Company without restriction, conflict of interest or breach of any contract or obligation Executive may have entered into with a third party (such as a former employer).

1.3 Term

Unless earlier terminated as provided in this Agreement, the term of this Agreement shall begin on the Effective Date and shall extend until the four (4)-year anniversary of the Effective Date.

 

2. COMPENSATION AND BENEFITS

The Company agrees to pay or cause to be paid to Executive and Executive agrees to accept in exchange for the services rendered hereunder the following compensation and benefits:


2.1 Annual Salary

Executive’s compensation shall consist of an annual base salary (the “Salary”) of $410,000, payable in semi-monthly installments in accordance with the payroll practices of the Company. The Salary may be subject to periodic change while Executive is employed hereunder.

2.2 Bonus and Equity Awards

Executive shall be eligible to participate in the Company’s incentive bonus plans as may be adopted from time to time by the Board of Directors (or the Compensation and Leadership Development Committee thereof), subject to and in accordance with the terms and conditions of such plans. Executive shall be eligible to receive an annual target bonus of 100% of Salary. Executive also may be eligible to receive future equity awards under the Company’s equity plan, with the amount, terms and conditions of such equity awards to be determined by the Board of Directors (or the Compensation and Leadership Development Committee thereof). Outstanding equity awards granted to Executive prior to the effective date of the Prior Agreement shall remain outstanding in accordance with their terms and conditions and are not modified by this Agreement. Outstanding equity awards granted to Executive on or after the effective date of the Prior Agreement and prior to the Effective Date shall remain outstanding in accordance with their terms and conditions; provided, however, that such equity awards are modified by the applicable terms of this Agreement.

2.3 Benefits

Executive shall be eligible to participate, subject to and in accordance with applicable eligibility requirements, in such employee benefit plans, policies, programs and arrangements as are generally provided to the Company’s other similarly situated executives, which shall include, at a minimum, basic health, dental and vision insurance. The Company also shall pay the entire premium for the coverage (including family coverage) elected by Executive under the Company’s group health plans; provided, however, that the Company may unilaterally amend this Section 2.3 or eliminate the benefit provided hereunder to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Company or any of its subsidiaries or affiliates, including, without limitation, under Section 4980D of the Code. In addition, Executive agrees that the Company has obtained and intends to continue a “key man” life insurance policy on the life of Executive, at the Company’s sole expense, naming both the Company and Executive’s designee as the beneficiaries, as set forth in connection with such policy. Executive agrees to (1) cooperate fully with the Company in maintaining such life insurance; (2) sign any necessary consents, applications and other related forms or documents; and (3) take any required medical examinations. Furthermore, although it is expected that Executive will spend a majority of Executive’s working time working out of the Company’s principal corporate office, Executive will be reimbursed for costs of travel between Executive’s second home and the corporate office during work related periods.

2.4 Vacation and Other Paid Time-Off Benefits

Each calendar year, Executive shall be entitled to at least four (4) weeks of paid vacation and sick days per year, in accordance with the plans, policies, programs and arrangements of the Company applicable to similarly situated executives of the Company generally. Executive also shall be provided such holidays as the Company makes available to all of its other employees.

 

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3. TERMINATION

3.1 Employment at Will

Executive acknowledges and understands that employment with the Company is at will and can be terminated by either party for no reason or for any reason not otherwise specifically prohibited by law. Nothing in this Agreement is intended to alter Executive’s at-will employment status or obligate the Company to continue to employ Executive for any specific period of time, or in any specific role or geographic location. Except as expressly provided for in this Agreement, upon any termination of employment, Executive shall not be entitled to receive any payments or benefits under this Agreement other than unpaid Salary earned through the date of termination and unused vacation that has accrued as of the date of Executive’s termination of employment that would be payable under the Company’s standard policy.

3.2 Automatic Termination on Death or Total Disability

This Agreement and Executive’s employment hereunder shall terminate automatically upon the death or Total Disability of Executive. “Total Disability” shall mean Executive’s inability, with reasonable accommodation, to perform the duties of Executive’s position for a period or periods aggregating ninety (90) days in any period of one hundred eighty (180) consecutive days as a result of physical or mental illness, loss of legal capacity or any other cause beyond Executive’s control. Executive and the Company hereby acknowledge that Executive’s ability to perform Executive’s duties is the essence of this Agreement. Termination hereunder shall be deemed to be effective (a) at the end of the calendar month in which Executive’s death occurs or (b) immediately upon a determination by the Board of Directors (or the Compensation and Leadership Development Committee thereof) of Executive’s Total Disability. In the case of termination of employment under this Section 3.2, Executive shall not be entitled to receive any payments or benefits under this Agreement other than unpaid Salary earned through the date of termination and unused vacation that has accrued as of the date of Executive’s termination of employment that would be payable under the Company’s standard policy.

3.3 Termination of Employment Without Cause or for Good Reason

(a) If (1) the Company terminates Executive’s employment without Cause or (2) Executive resigns for Good Reason, then Executive shall be entitled to receive the following termination payments and benefits; provided, however, that this Section 3.3 shall not apply to, and shall have no effect in connection with, any termination to which Section 3.2 of this Agreement applies:

(i) an amount equal to twelve (12) months’ Salary at the rate in effect immediately prior to termination (or, if Executive terminates employment for Good Reason due to a material reduction in Executive’s then-in-effect base Salary, immediately prior to such reduction); provided, however, that in the event such termination occurs within twelve (12) months following a Change in Control, such amount shall be equal to eighteen (18) months’ Salary, such amount payable to Executive in accordance with the terms below;

(ii) in the event such termination occurs within twelve (12) months following a Change in Control, an amount equal to Executive’s target bonus for the calendar year in which such termination occurs, such amount pro-rated for the number of full months worked in such calendar year prior to termination and payable to Executive in accordance with the terms below;

 

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(iii) if Executive and his spouse and eligible children are entitled to, and timely (and properly) elect to, continue their coverage (or the coverage of any one of them) under the Company’s group health plans pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”), the Company shall pay the premiums (or reimburse Executive for any premiums paid by Executive (or Executive’s spouse or eligible children)) for such COBRA continuation coverage for a period of twelve (12) months following the last day of the month containing Executive’s date of termination (“COBRA Continuation Date”) or until Executive is no longer entitled to COBRA continuation coverage under the Company’s group health plans, whichever period is shorter; provided, however, that in the event such termination occurs within twelve (12) months following a Change in Control, such COBRA continuation coverage shall be for a period of eighteen (18) months following the COBRA Continuation Date or until Executive is no longer entitled to COBRA continuation coverage under the group health plans of the Company or, if applicable, those of a Successor Company, whichever period is shorter. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, the Company may unilaterally amend this Section 3.3(a)(iii) or eliminate the benefit provided hereunder to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Company or any of its subsidiaries or affiliates, including, without limitation, under Section 4980D of the Code;

(iv) in the event such termination occurs within twelve (12) months following a Change in Control, full acceleration of Executive’s then unvested equity awards that vest based on continued employment or service; provided, however, that the foregoing acceleration shall apply only to equity awards granted on or after the effective date of the Prior Agreement (the payments and benefits set forth in Section 3.3(a)(i)-(iv) are collectively referred to herein as “Severance Payments”); and

(v) unpaid Salary earned through the date of termination and unused vacation that has accrued and would be payable under the Company’s standard policy (collectively, the “Accrued Obligations”), payable in a lump sum on the next regularly scheduled payroll date following the date on which Executive’s employment terminated.

(b) As a condition to receiving the payments and benefits under this Section 3.3 other than the Accrued Obligations, Executive must timely execute (and not revoke within the applicable revocation period specified therein) a general release and waiver of all claims against the Company, which release and waiver shall be in a form acceptable to the Company, and in substantially the form attached hereto as Appendix B (the “Release”). To be timely, the Release must become effective (i.e., Executive must have executed the Release and any revocation period must have expired without Executive’s revoking the Release) no later than sixty (60) days (or such earlier date specified in the Release) after Executive’s date of termination (the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, Executive will not have any right or entitlement to any of the Severance Payments described in this Section 3.3. In addition, payment of the amounts and benefits under this Section 3.3 is contingent on Executive’s full and continued compliance with the Company’s Proprietary Information and Inventions Agreement, as the same may be amended from time to time.

 

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(c) Notwithstanding the foregoing, termination of employment by Executive will not be for Good Reason unless (1) Executive notifies the Company in writing of the existence of the condition that Executive believes constitutes Good Reason within thirty (30) days of the initial existence of such condition (which notice specifically identifies such condition), (2) the Company fails to remedy such condition within thirty (30) days after the date on which it receives such notice (the “Remedial Period”), and (3) Executive actually terminates employment within thirty (30) days after the expiration of the Remedial Period and before the Company remedies such condition.

(d) Subject to Section 3.3(b), Severance Payments to which Executive becomes entitled under Sections 3.3(a)(i) and (ii) shall be made to Executive in approximately equal installments through the Company’s regularly scheduled payroll during the twelve (12) or, if applicable, eighteen (18) month period immediately following Executive’s date of termination. Severance Payments shall commence on the first regularly scheduled payroll date following the date on which Executive’s Release becomes effective; provided, however, that if the maximum period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, payments shall not be made or commence to be made until the later of the effective date of Executive’s Release and the first business day of such subsequent calendar year, regardless of when Executive’s Release becomes effective. The first such Severance Payment shall include payment of all amounts that otherwise would have been paid under Sections 3.3(a)(i) and (ii) prior to such date had such payments commenced as of the first regularly scheduled payroll date occurring immediately after Executive’s date of termination, and any payments made thereafter shall continue as provided herein. Notwithstanding the foregoing, if any payments and benefits payable pursuant to Section 3.3(a) constitute a “deferral of compensation” subject to Code Section 409A (after taking into account, to the maximum extent possible, any applicable exemptions), then the applicable provisions of Section 13 shall apply.

3.4 Code Section 280G

(a) Notwithstanding anything in this Agreement to the contrary, on or after the date of the Company’s initial public offering, in the event that Executive becomes entitled to receive or receives any payment or benefit under this Agreement or under any other plan, agreement or arrangement with the Company, any person whose actions result in a Change in Control or any other person affiliated with the Company or such person (all such payments and benefits being referred to herein as the “Total Payments”) and it is determined that any of the Total Payments will be subject to any excise tax pursuant to Code Section 4999, or any similar or successor provision (the “Excise Tax”), the Company shall pay to Executive either (1) the full amount of the Total Payments or (2) an amount equal to the Total Payments, reduced by the minimum amount necessary to prevent any portion of the Total Payments from being an “excess parachute payment” (within the meaning of Code Section 280G) (the “Capped Payments”), whichever of the foregoing amounts results in the receipt by Executive, on an after-tax basis, of the greatest amount of Total Payments notwithstanding that all or some portion of the Total Payments may be subject to the Excise Tax. For purposes of determining whether Executive would receive a greater after-tax benefit from the Capped Payments than from receipt of the full amount of the Total Payments, (i) there shall be taken into account any Excise Tax and all applicable federal, state and local taxes required to be paid by Executive in respect of the receipt of such payments and (ii) such payments shall be deemed to be subject to federal income taxes at the highest rate of federal income taxation applicable to individuals that is in effect for the calendar year in which the effective date of the Change in Control occurs, and state and local income taxes at the highest rate of taxation applicable to individuals in the state and locality of Executive’s residence on the effective date of the Change in Control, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes (as determined by assuming that such deduction is subject to the maximum limitation applicable to itemized deductions under Code Section 68 and any other limitations applicable to the deduction of state and local income taxes under the Code).

 

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(b) All computations and determinations called for by this Section 3.4 shall be made by a reputable independent public accounting firm or independent tax counsel appointed by the Company (the “Firm”). All determinations made by the Firm under this Section 3.4 shall be conclusive and binding on both the Company and Executive, and the Firm shall provide its determinations and any supporting calculations to the Company and Executive within ten (10) business days after Executive’s employment terminates under any of the circumstances described in Section 3.3, or such earlier time as is requested by the Company. For purposes of making its determinations under this Section 3.4, the Firm may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive shall furnish to the Firm such information and documents as the Firm may reasonably request in making its determinations. The Company shall bear all fees and expenses charged by the Firm in connection with its services.

(c) In the event that Section 3.4(a) applies and a reduction is required to be applied to the Total Payments thereunder, the Total Payments shall be reduced by the Company in its reasonable discretion in the following order: (1) reduction of any Total Payments that are subject to Code Section 409A on a pro-rata basis or such other manner that complies with Code Section 409A, as determined by the Company, and (2) reduction of any Total Payments that are exempt from Code Section 409A.

 

4. ASSIGNMENT

This Agreement is personal to Executive and shall not be assignable by Executive. The Company may assign its rights hereunder to (a) any other corporation or entity resulting from any merger, consolidation or other reorganization to which the Company is a party; (b) any other corporation, partnership, association or other person to which the Company may transfer all or substantially all of the assets and business of the Company existing at such time; or (c) any subsidiary, parent or other affiliate of the Company. All of the terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

 

5. AMENDMENTS IN WRITING

No amendment, modification, waiver, termination or discharge of any provision of this Agreement, or consent to any departure therefrom by either party hereto, shall in any event be effective unless the same shall be in writing, specifically identifying this Agreement and the provision intended to be amended, modified, waived, terminated or discharged and signed by the Company and Executive, and each such amendment, modification, waiver, termination or discharge shall be effective only in the specific instance and for the specific purpose for which given. No provision of this Agreement shall be varied, contradicted or explained by any oral agreement, course of dealing or performance or any other matter not set forth in an agreement in writing and signed by the Company and Executive.

 

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6. NOTICES

Every notice relating to this Agreement shall be in writing and shall be given by personal delivery, by a reputable same-day or overnight courier service (charges prepaid), by registered or certified mail (postage prepaid, return receipt requested) or by facsimile to the recipient with a confirmation copy to follow the next day to be delivered by personal delivery or by a reputable same-day or overnight courier service to the appropriate party’s address or fax number below (or such other address and fax number as a party may designate by notice to the other parties):

 

  If to the Company:    1100 Second Avenue, Suite 300
     Seattle, WA 98101
     Attn: General Counsel
  If to Executive:    Address on record at the Company

 

7. APPLICABLE LAW

This Agreement shall in all respects, including all matters of construction, validity and performance, be governed by, and construed and enforced in accordance with, the laws of the State of Washington, without regard to any rules governing conflicts of laws.

 

8. ENTIRE AGREEMENT

This Agreement, on and as of the Effective Date, constitutes the entire agreement between the Company and Executive with respect to the subject matter hereof, and all prior or contemporaneous oral or written communications, understandings or agreements between the Company and Executive with respect to such subject matter are hereby superseded in their entirety, except as otherwise provided herein.

 

9. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

 

10. WAIVERS

No delay or failure by any party hereto in exercising, protecting, or enforcing any of its rights, titles, interests, or remedies hereunder, and no course of dealing or performance with respect thereto, shall constitute a waiver thereof. The express waiver by a party hereto of any right, title, interest, or remedy in a particular instance or circumstance shall not constitute a waiver thereof in any other instance or circumstance. All rights and remedies shall be cumulative and not exclusive of any other rights or remedies.

 

11. HEADINGS

All headings used herein are for convenience only and shall not in any way affect the construction of, or be taken into consideration in interpreting, this Agreement.

 

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12. COUNTERPARTS

This Agreement, and any amendment or modification entered into pursuant to Section 5, may be executed in any number of counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute one and the same instrument.

 

13. CODE SECTION 409A

The Company makes no representations or warranties to Executive with respect to any tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder, including without limitation under Code Section 409A, and no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A from Executive or any other individual to the Company or any of its affiliates. Executive, by executing this Agreement, shall be deemed to have waived any claim against the Company and its affiliates with respect to any such tax, economic or legal consequences. However, the parties intend that this Agreement and the payments and benefits provided hereunder be exempt from the requirements of Code Section 409A, and the rules and regulations issued thereunder, to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Code Section 409A is applicable to this Agreement, the parties intend that this Agreement and any payments and benefits hereunder comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A so as to avoid the imputation of any tax, penalty or interest under Code Section 409A. Notwithstanding anything herein to the contrary, this Agreement shall be construed, interpreted, operated and administered in a manner consistent with such intentions. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary:

(a) To the extent Code Section 409A is applicable to this Agreement, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder (a “Separation from Service”), and, for purposes of any such provision of this Agreement, references to “terminate,” “termination,” “termination of employment,” “resigns” and like terms shall mean Separation from Service.

(b) If Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of Executive’s Separation from Service, Executive shall not be entitled to any payment or benefit on account of Executive’s Separation from Service, until the earlier of (1) the date that is six (6) months after Executive’s Separation from Service for any reason other than death or (2) the date of Executive’s death. The provisions of this Section 3(b) shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A on Executive. Any amounts otherwise payable to Executive upon or in the six (6) month period following Executive’s Separation from Service that are not so paid by reason of this Section 13(b) shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after Executive’s Separation from Service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of Executive’s death).

 

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(c) Each payment made under this Agreement shall be treated as a separate payment, and the right to a series of installment payments under this Agreement, including, without limitation, under Section 3.3, shall be treated as a right to a series of separate and distinct payments.

(d) With regard to any provision in this Agreement that provides for reimbursement of expenses or in-kind benefits (except for any expense, reimbursement or in-kind benefit provided pursuant to this Agreement that does not constitute a “deferral of compensation,” within the meaning of Treasury Regulation Section 1.409A-1(b)), (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (ii) such payment shall be made within thirty (30) days following the submission of appropriate documentation required by the Company and in no event later than the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

 

14. EMPLOYMENT TAXES

All payments made pursuant to this Agreement shall be subject to withholding of all applicable income, employment and other taxes.

(Signature Page Follows)

 

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IN WITNESS WHEREOF, the parties have executed and entered into this Agreement effective on the date first set forth above.

 

EXECUTIVE

/s/ Scott McFarlane

Scott McFarlane
AVALARA, INC.
By  

/s/ Alesia Pinney

Its   Executive Vice President and General Counsel


APPENDIX A

DEFINITIONS

Capitalized terms used below that are not defined in this Appendix A have the meanings set forth in the Executive Employment Agreement (the “Agreement”) to which this Appendix A is attached. As used in the Agreement,

1.Cause” means the occurrence of one or more of the following events:

(i) Executive’s gross negligence with respect to the business and affairs of the Company;

(ii) Executive’s willful disregard or neglect of Executive’s duties, including Executive’s violation of any material Company policy that continues for a period of ten (10) days following written notice thereof by the Company to Executive;

(iii) Executive’s act, or omission to act, intended to cause harm or damage to the business, property, operations, financial condition or reputation of the Company;

(iv) Executive’s material breach of any of the provisions of any written agreement between Executive and the Company breach that is not cured, to the extent susceptible to cure, within thirty (30) days after the Company has given written notice to Executive describing such breach;

(v) Executive’s commission of any act of embezzlement, fraud, theft and/or financial dishonesty with respect to the Company, including without limitation misappropriation of funds, properties and/or assets;

(vi) Executive’s breach of Executive’s fiduciary obligations, or disloyalty, to the Company;

(vii) Executive’s material breach of the Proprietary Information and Inventions Agreement between Executive and the Company; or

(viii) Executive’s conviction of, or plea of guilty or nolo contendere to, a felony or a crime involving theft, fraud, dishonesty, misrepresentation or sexual harassment.

The existence or non-existence of Cause shall be determined in good faith by the Company’s Board of Directors.

2.Change in Control” has the meaning of “Change in Control” as defined in the Company’s 2017 Equity Incentive Plan.

3.Code” means the Internal Revenue Code of 1986, as amended.

4.Effective Date” has the meaning set forth in the preamble of the Agreement.

 

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5.Good Reason” means, without Executive’s express, written consent:

(i) any material breach by the Company of the Agreement;

(ii) a material reduction in Executive’s level of responsibility, duties or authority;

(iii) a material reduction in Executive’s then-in-effect base salary (other than a reduction that is equal in percentage to, or smaller than, that imposed upon other executives in the Company); or

(iv) relocation of Executive’s principal office to a location more than fifty (50) miles from Executive’s then-current principal office.

6.Severance Payments” has the meaning set forth in Section 3.3(a)(iv) of the Agreement.

7.Successor Company” means the surviving company or successor company (or parent company thereof) in connection with a Change in Control. References to “Company” in the Agreement with respect to Severance Payments payable following a qualifying termination of employment following a Change in Control shall also include a Successor Company, as applicable.

 

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APPENDIX B

FORM OF WASHINGTON RELEASE

In consideration for the payments and benefits to be provided pursuant to Section 3.3 of the Executive Employment Agreement (“Agreement”) entered into by and between                      (“Executive”) and Avalara, Inc., a Washington corporation (the “Company”), with an effective date of June 19, 2017, Executive agrees to the following:

(a) Executive represents that Executive has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court or before any arbitrator. To the extent prohibited by law, this paragraph does not prevent Executive from filing a charge or complaint or participating in government investigations. Nothing in this Release (this “Release”) is intended to or will be used in any way to limit Executive’s rights to communicate with a governmental agency, as provided for, protected under or warranted by applicable law. By signing this Release, Executive is waiving Executive’s right to recover any individual relief (including back pay, front pay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Executive or on Executive’s behalf by any third party, except for any right Executive may have to receive a payment from a governmental agency (and not the Company) for information provided to the governmental agency. Executive understands that he may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (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 that is filed under seal in a lawsuit or other proceeding.

(b) Executive expressly waives all claims against the Company and releases the Company, and any of the Company’s past, present or future parent, affiliated, related, and/or subsidiary entities, and all of the past and present directors, shareholders, officers, general or limited partners, employees, agents, and attorneys, and agents and representatives of such entities, and employee benefit plans in which Executive is or has been a participant by virtue of his or her employment with the Company (collectively, the “Releasees”), from any claims that Executive may have against the Company or the Releasees. It is understood that this Release includes, but is not limited to, any claims arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever, (1) Executive’s employment with the Company or its subsidiaries or the termination thereof or (2) Executive’s status at any time as a holder of any securities of the Company, including any claims for wages, stock or stock options, employment benefits or damages of any kind whatsoever arising out of any contracts, express or implied, any covenant of good faith and fair dealing, express or implied, any legal restriction on the Company’s right to terminate employment, or any federal, state or other governmental statute or ordinance, including, without limitation, the Employee Retirement Income Security Act of 1974, Title VII of the Civil Rights Act of 1964, the federal Age Discrimination in Employment Act, the Americans With Disabilities Act, the Family and Medical Leave Act, the Washington Law Against Discrimination Act, the Washington Family and Parental Leave Act, or any other legal limitation on the employment relationship; provided, however, notwithstanding anything to the contrary set forth herein, that this Release shall not extend to (i) benefit claims under employee pension benefit plans in which Executive is a participant by virtue of Executive’s employment with the Company or its subsidiaries or to benefit claims under employee welfare benefit plans for occurrences (e.g., medical care, death, or onset of disability) arising after the execution of this Release by Executive, (ii) Executive’s rights to severance pay and benefits under the Agreement;

 

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(iii) any claims Executive may have for indemnification pursuant to law, contract or Company policy, (iv) any claims for coverage under any applicable directors’ and officers’ insurance policy in accordance with the terms of such policy, or (v) any claims arising from events that occur after the date Executive signs this Release.

Executive understands that this Release includes a release of claims arising under the Age Discrimination in Employment Act (ADEA). Executive understands and warrants that Executive has been given a period of twenty-one (21) days to review and consider this Release or forty-five (45) days if Executive’s termination is part of a group reduction in force. Executive further warrants that Executive understands that, with respect to the release of age discrimination claims only, Executive has a period of seven (7) days after execution of this Release to revoke the release of age discrimination claims by notice in writing to the Company.

EXECUTIVE ACKNOWLEDGES ALL OF THE FOLLOWING:

(A) I HAVE CAREFULLY READ AND HAVE VOLUNTARILY SIGNED THIS RELEASE;

(B) I FULLY UNDERSTAND THE FINAL AND BINDING EFFECT OF THIS RELEASE, INCLUDING THE WAIVER OF CLAIMS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT; AND

(C) PRIOR TO SIGNING THIS RELEASE, I HAVE BEEN ADVISED OF MY RIGHT TO CONSULT, AND HAVE BEEN GIVEN ADEQUATE TIME TO REVIEW MY LEGAL RIGHTS, WITH AN ATTORNEY OF MY CHOICE.

 

 

Executive Signature

 

Executive Name (Print)

 

Date

 

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EX-10.10 15 d317509dex1010.htm EXECUTIVE EMPLOYMENT AGREEMENT WILLIAM INGRAM EXECUTIVE EMPLOYMENT AGREEMENT WILLIAM INGRAM

Exhibit 10.10

AVALARA, INC.

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “Agreement”) is entered into as of June 19, 2017 (the “Effective Date”) by and between William Ingram (“Executive”) and Avalara, Inc., a Washington corporation (the “Company”). As of the Effective Date, this Agreement shall supersede and replace in its entirety the Executive Employment Agreement dated December 14, 2015, including any amendments thereto, previously entered into by the parties.

Certain capitalized terms in this Agreement have the meanings set forth in Appendix A attached to this Agreement, which is incorporated into this Agreement in its entirety.

 

1. EMPLOYMENT

1.1 Position

The Company agrees to continue to employ Executive, and Executive agrees to continue to accept employment by the Company as its Chief Financial Officer and Treasurer and report to the Company’s Chief Executive Officer. Subject to Section 3.3, changes may be made from time to time by the Company in its sole discretion to the duties, reporting relationships and title of Executive. Executive will perform the duties as are commensurate and consistent with Executive’s position and will devote Executive’s full working time, attention and efforts to the Company and to discharging the responsibilities of Executive’s position, and such other duties as may be assigned from time to time by the Company that relate to the business of the Company and are reasonably consistent with Executive’s position. Executive agrees to comply with the Company’s standard policies and procedures, including the Company’s Proprietary Information and Inventions Agreement previously executed by Executive, and with all applicable laws and regulations.

1.2 Outside Activities

During Executive’s employment, Executive will not engage in any business activity that, in the reasonable judgment of the Board of Directors, conflicts with the duties of Executive under this Agreement, whether or not such activity is pursued for gain, profit or other advantage. During Executive’s employment, Executive further agrees not to assist any person or organization in competing with the Company, in preparing to compete with the Company or in hiring any employees of the Company. In signing this Agreement, Executive warrants that Executive is available to perform his duties at the Company without restriction, conflict of interest or breach of any contract or obligation Executive may have entered into with a third party (such as a former employer).

1.3 Term

Unless earlier terminated as provided in this Agreement, the term of this Agreement shall begin on the Effective Date and shall extend until the four (4)-year anniversary of the Effective Date.


2. COMPENSATION AND BENEFITS

The Company agrees to pay or cause to be paid to Executive and Executive agrees to accept in exchange for the services rendered hereunder the following compensation and benefits:

2.1 Annual Salary

Executive’s compensation shall consist of an annual base salary (the “Salary”) of $330,000, payable in semi-monthly installments in accordance with the payroll practices of the Company. The Salary may be subject to periodic change while Executive is employed hereunder.

2.2 Bonus and Equity Awards

Executive shall be eligible to participate in the Company’s incentive bonus plans as may be adopted from time to time by the Board of Directors (or the Compensation and Leadership Development Committee thereof), subject to and in accordance with the terms and conditions of such plans. Executive shall be eligible to receive an annual target bonus of 60% of Salary. Executive also may be eligible to receive future equity awards under the Company’s equity plan, with the amount, terms and conditions of such equity awards to be determined by the Board of Directors (or the Compensation and Leadership Development Committee thereof). Outstanding equity awards granted to Executive prior to the Effective Date shall remain outstanding in accordance with their terms and conditions; provided, however, that such equity awards are modified by the applicable terms of this Agreement.

2.3 Benefits

Executive shall be eligible to participate, subject to and in accordance with applicable eligibility requirements, in such employee benefit plans, policies, programs and arrangements as are generally provided to the Company’s other similarly situated executives, which shall include, at a minimum, basic health, dental and vision insurance. Executive shall also be reimbursed by the Company for reasonable parking fees in downtown Seattle, Washington.

2.4 Vacation and Other Paid Time-Off Benefits

Each calendar year, Executive shall be entitled to at least four (4) weeks of paid vacation and sick days per year, in accordance with the plans, policies, programs and arrangements of the Company applicable to similarly situated executives of the Company generally. Executive also shall be provided such holidays as the Company makes available to all of its other employees.

 

3. TERMINATION

3.1 Employment at Will

Executive acknowledges and understands that employment with the Company is at will and can be terminated by either party for no reason or for any reason not otherwise specifically prohibited by law. Nothing in this Agreement is intended to alter Executive’s at-will employment status or obligate the Company to continue to employ Executive for any specific period of time, or in any specific role or geographic location. Except as expressly provided for in this Agreement, upon any termination of employment, Executive shall not be entitled to receive any payments or benefits under this Agreement other than unpaid Salary earned through the date of termination and unused vacation that has accrued as of the date of Executive’s termination of employment that would be payable under the Company’s standard policy.

 

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3.2 Automatic Termination on Death or Total Disability

This Agreement and Executive’s employment hereunder shall terminate automatically upon the death or Total Disability of Executive. “Total Disability” shall mean Executive’s inability, with reasonable accommodation, to perform the duties of Executive’s position for a period or periods aggregating ninety (90) days in any period of one hundred eighty (180) consecutive days as a result of physical or mental illness, loss of legal capacity or any other cause beyond Executive’s control. Executive and the Company hereby acknowledge that Executive’s ability to perform Executive’s duties is the essence of this Agreement. Termination hereunder shall be deemed to be effective (a) at the end of the calendar month in which Executive’s death occurs or (b) immediately upon a determination by the Board of Directors (or the Compensation and Leadership Development Committee thereof) of Executive’s Total Disability. In the case of termination of employment under this Section 3.2, Executive shall not be entitled to receive any payments or benefits under this Agreement other than unpaid Salary earned through the date of termination and unused vacation that has accrued as of the date of Executive’s termination of employment that would be payable under the Company’s standard policy.

3.3 Termination of Employment Without Cause or for Good Reason

(a) If (1) the Company terminates Executive’s employment without Cause or (2) Executive resigns for Good Reason, then Executive shall be entitled to receive the following termination payments and benefits; provided, however, that this Section 3.3 shall not apply to, and shall have no effect in connection with, any termination to which Section 3.2 of this Agreement applies:

(i) an amount equal to six (6) months’ Salary at the rate in effect immediately prior to termination (or, if Executive terminates employment for Good Reason due to a material reduction in Executive’s then-in-effect base Salary, immediately prior to such reduction); provided, however, that in the event such termination occurs within twelve (12) months following a Change in Control, such amount shall be equal to twelve (12) months’ Salary, such amount payable to Executive in accordance with the terms below;

(ii) in the event such termination occurs within twelve (12) months following a Change in Control, an amount equal to Executive’s target bonus for the calendar year in which such termination occurs, such amount pro-rated for the number of full months worked in such calendar year prior to termination and payable to Executive in accordance with the terms below;

(iii) if Executive and his spouse and eligible children are entitled to, and timely (and properly) elect to, continue their coverage (or the coverage of any one of them) under the Company’s group health plans pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”), the Company shall pay the premiums (or reimburse Executive for any premiums paid by Executive (or Executive’s spouse or eligible children)) for such COBRA continuation coverage for a period of six (6) months following the last day of the month containing Executive’s date of termination (“COBRA Continuation Date”) or until Executive is no longer entitled to COBRA continuation coverage under the Company’s group health plans, whichever period is shorter; provided, however, that in the event such

 

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termination occurs within twelve (12) months following a Change in Control, such COBRA continuation coverage shall be for a period of twelve (12) months following the COBRA Continuation Date or until Executive is no longer entitled to COBRA continuation coverage under the group health plans of the Company or, if applicable, those of a Successor Company, whichever period is shorter. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, the Company may unilaterally amend this Section 3.3(a)(iii) or eliminate the benefit provided hereunder to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Company or any of its subsidiaries or affiliates, including, without limitation, under Section 4980D of the Code;

(iv) in the event such termination occurs within twelve (12) months following a Change in Control, full acceleration of Executive’s then unvested equity awards that vest based on continued employment or service (the payments and benefits set forth in Section 3.3(a)(i)-(iv) are collectively referred to herein as “Severance Payments”); and

(v) unpaid Salary earned through the date of termination and unused vacation that has accrued and would be payable under the Company’s standard policy (collectively, the “Accrued Obligations”), payable in a lump sum on the next regularly scheduled payroll date following the date on which Executive’s employment terminated.

(b) As a condition to receiving the payments and benefits under this Section 3.3 other than the Accrued Obligations, Executive must timely execute (and not revoke within the applicable revocation period specified therein) a general release and waiver of all claims against the Company, which release and waiver shall be in a form acceptable to the Company, and in substantially the form attached hereto as Appendix B (the “Release”). To be timely, the Release must become effective (i.e., Executive must have executed the Release and any revocation period must have expired without Executive’s revoking the Release) no later than sixty (60) days (or such earlier date specified in the Release) after Executive’s date of termination (the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, Executive will not have any right or entitlement to any of the Severance Payments described in this Section 3.3. In addition, payment of the amounts and benefits under this Section 3.3 is contingent on Executive’s full and continued compliance with the Company’s Proprietary Information and Inventions Agreement, as the same may be amended from time to time.

(c) Notwithstanding the foregoing, termination of employment by Executive will not be for Good Reason unless (1) Executive notifies the Company in writing of the existence of the condition that Executive believes constitutes Good Reason within thirty (30) days of the initial existence of such condition (which notice specifically identifies such condition), (2) the Company fails to remedy such condition within thirty (30) days after the date on which it receives such notice (the “Remedial Period”), and (3) Executive actually terminates employment within thirty (30) days after the expiration of the Remedial Period and before the Company remedies such condition.

(d) Subject to Section 3.3(b), Severance Payments to which Executive becomes entitled under Sections 3.3(a)(i) and (ii) shall be made to Executive in approximately equal installments through the Company’s regularly scheduled payroll during the six (6) or, if applicable, twelve (12) month period immediately following Executive’s date of termination. Severance Payments shall commence on the first regularly scheduled payroll date following the date on which Executive’s Release becomes effective; provided, however, that if the maximum period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar

 

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year, payments shall not be made or commence to be made until the later of the effective date of Executive’s Release and the first business day of such subsequent calendar year, regardless of when Executive’s Release becomes effective. The first such Severance Payment shall include payment of all amounts that otherwise would have been paid under Sections 3.3(a)(i) and (ii) prior to such date had such payments commenced as of the first regularly scheduled payroll date occurring immediately after Executive’s date of termination, and any payments made thereafter shall continue as provided herein. Notwithstanding the foregoing, if any payments and benefits payable pursuant to Section 3.3(a) constitute a “deferral of compensation” subject to Code Section 409A (after taking into account, to the maximum extent possible, any applicable exemptions), then the applicable provisions of Section 13 shall apply.

3.4 Code Section 280G

(a) Notwithstanding anything in this Agreement to the contrary, on or after the date of the Company’s initial public offering, in the event that Executive becomes entitled to receive or receives any payment or benefit under this Agreement or under any other plan, agreement or arrangement with the Company, any person whose actions result in a Change in Control or any other person affiliated with the Company or such person (all such payments and benefits being referred to herein as the “Total Payments”) and it is determined that any of the Total Payments will be subject to any excise tax pursuant to Code Section 4999, or any similar or successor provision (the “Excise Tax”), the Company shall pay to Executive either (1) the full amount of the Total Payments or (2) an amount equal to the Total Payments, reduced by the minimum amount necessary to prevent any portion of the Total Payments from being an “excess parachute payment” (within the meaning of Code Section 280G) (the “Capped Payments”), whichever of the foregoing amounts results in the receipt by Executive, on an after-tax basis, of the greatest amount of Total Payments notwithstanding that all or some portion of the Total Payments may be subject to the Excise Tax. For purposes of determining whether Executive would receive a greater after-tax benefit from the Capped Payments than from receipt of the full amount of the Total Payments, (i) there shall be taken into account any Excise Tax and all applicable federal, state and local taxes required to be paid by Executive in respect of the receipt of such payments and (ii) such payments shall be deemed to be subject to federal income taxes at the highest rate of federal income taxation applicable to individuals that is in effect for the calendar year in which the effective date of the Change in Control occurs, and state and local income taxes at the highest rate of taxation applicable to individuals in the state and locality of Executive’s residence on the effective date of the Change in Control, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes (as determined by assuming that such deduction is subject to the maximum limitation applicable to itemized deductions under Code Section 68 and any other limitations applicable to the deduction of state and local income taxes under the Code).

(b) All computations and determinations called for by this Section 3.4 shall be made by a reputable independent public accounting firm or independent tax counsel appointed by the Company (the “Firm”). All determinations made by the Firm under this Section 3.4 shall be conclusive and binding on both the Company and Executive, and the Firm shall provide its determinations and any supporting calculations to the Company and Executive within ten (10) business days after Executive’s employment terminates under any of the circumstances described in Section 3.3, or such earlier time as is requested by the Company. For purposes of making its determinations under this Section 3.4, the Firm may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive shall furnish to the Firm such information and documents as the Firm may reasonably request in making its determinations. The Company shall bear all fees and expenses charged by the Firm in connection with its services.

 

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(c) In the event that Section 3.4(a) applies and a reduction is required to be applied to the Total Payments thereunder, the Total Payments shall be reduced by the Company in its reasonable discretion in the following order: (1) reduction of any Total Payments that are subject to Code Section 409A on a pro-rata basis or such other manner that complies with Code Section 409A, as determined by the Company, and (2) reduction of any Total Payments that are exempt from Code Section 409A.

 

4. ASSIGNMENT

This Agreement is personal to Executive and shall not be assignable by Executive. The Company may assign its rights hereunder to (a) any other corporation or entity resulting from any merger, consolidation or other reorganization to which the Company is a party; (b) any other corporation, partnership, association or other person to which the Company may transfer all or substantially all of the assets and business of the Company existing at such time; or (c) any subsidiary, parent or other affiliate of the Company. All of the terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

 

5. AMENDMENTS IN WRITING

No amendment, modification, waiver, termination or discharge of any provision of this Agreement, or consent to any departure therefrom by either party hereto, shall in any event be effective unless the same shall be in writing, specifically identifying this Agreement and the provision intended to be amended, modified, waived, terminated or discharged and signed by the Company and Executive, and each such amendment, modification, waiver, termination or discharge shall be effective only in the specific instance and for the specific purpose for which given. No provision of this Agreement shall be varied, contradicted or explained by any oral agreement, course of dealing or performance or any other matter not set forth in an agreement in writing and signed by the Company and Executive.

 

6. NOTICES

Every notice relating to this Agreement shall be in writing and shall be given by personal delivery, by a reputable same-day or overnight courier service (charges prepaid), by registered or certified mail (postage prepaid, return receipt requested) or by facsimile to the recipient with a confirmation copy to follow the next day to be delivered by personal delivery or by a reputable same-day or overnight courier service to the appropriate party’s address or fax number below (or such other address and fax number as a party may designate by notice to the other parties):

 

  If to the Company:    1100 Second Avenue, Suite 300
     Seattle, WA 98101
     Attn: General Counsel
  If to Executive:    Address on record at the Company

 

7. APPLICABLE LAW

This Agreement shall in all respects, including all matters of construction, validity and performance, be governed by, and construed and enforced in accordance with, the laws of the State of Washington, without regard to any rules governing conflicts of laws.

 

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8. ENTIRE AGREEMENT

This Agreement, on and as of the Effective Date, constitutes the entire agreement between the Company and Executive with respect to the subject matter hereof, and all prior or contemporaneous oral or written communications, understandings or agreements between the Company and Executive with respect to such subject matter are hereby superseded in their entirety, except as otherwise provided herein.

 

9. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

 

10. WAIVERS

No delay or failure by any party hereto in exercising, protecting, or enforcing any of its rights, titles, interests, or remedies hereunder, and no course of dealing or performance with respect thereto, shall constitute a waiver thereof. The express waiver by a party hereto of any right, title, interest, or remedy in a particular instance or circumstance shall not constitute a waiver thereof in any other instance or circumstance. All rights and remedies shall be cumulative and not exclusive of any other rights or remedies.

 

11. HEADINGS

All headings used herein are for convenience only and shall not in any way affect the construction of, or be taken into consideration in interpreting, this Agreement.

 

12. COUNTERPARTS

This Agreement, and any amendment or modification entered into pursuant to Section 5, may be executed in any number of counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute one and the same instrument.

 

13. CODE SECTION 409A

The Company makes no representations or warranties to Executive with respect to any tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder, including without limitation under Code Section 409A, and no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A from Executive or any other individual to the Company or any of its affiliates. Executive, by executing this Agreement, shall be deemed to have waived any claim against the Company and its affiliates with respect to any such tax, economic or legal consequences. However, the parties intend that this Agreement and the payments and benefits provided hereunder be exempt from the requirements of Code Section 409A, and the rules and regulations issued thereunder, to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described

 

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in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Code Section 409A is applicable to this Agreement, the parties intend that this Agreement and any payments and benefits hereunder comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A so as to avoid the imputation of any tax, penalty or interest under Code Section 409A. Notwithstanding anything herein to the contrary, this Agreement shall be construed, interpreted, operated and administered in a manner consistent with such intentions. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary:

(a) To the extent Code Section 409A is applicable to this Agreement, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder (a “Separation from Service”), and, for purposes of any such provision of this Agreement, references to “terminate,” “termination,” “termination of employment,” “resigns” and like terms shall mean Separation from Service.

(b) If Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of Executive’s Separation from Service, Executive shall not be entitled to any payment or benefit on account of Executive’s Separation from Service, until the earlier of (1) the date that is six (6) months after Executive’s Separation from Service for any reason other than death or (2) the date of Executive’s death. The provisions of this Section 3(b) shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A on Executive. Any amounts otherwise payable to Executive upon or in the six (6) month period following Executive’s Separation from Service that are not so paid by reason of this Section 13(b) shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after Executive’s Separation from Service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of Executive’s death).

(c) Each payment made under this Agreement shall be treated as a separate payment, and the right to a series of installment payments under this Agreement, including, without limitation, under Section 3.3, shall be treated as a right to a series of separate and distinct payments.

(d) With regard to any provision in this Agreement that provides for reimbursement of expenses or in-kind benefits (except for any expense, reimbursement or in-kind benefit provided pursuant to this Agreement that does not constitute a “deferral of compensation,” within the meaning of Treasury Regulation Section 1.409A-1(b)), (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (ii) such payment shall be made within thirty (30) days following the submission of appropriate documentation required by the Company and in no event later than the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

 

14. EMPLOYMENT TAXES

All payments made pursuant to this Agreement shall be subject to withholding of all applicable income, employment and other taxes.

(Signature Page Follows)

 

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IN WITNESS WHEREOF, the parties have executed and entered into this Agreement effective on the date first set forth above.

 

EXECUTIVE:

/s/ William Ingram

William Ingram
COMPANY:
AVALARA, INC.
By:  

/s/ Alesia Pinney

  Alesia Pinney
  Executive Vice President, General Counsel and Secretary

 

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APPENDIX A

DEFINITIONS

Capitalized terms used below that are not defined in this Appendix A have the meanings set forth in the Executive Employment Agreement (the “Agreement”) to which this Appendix A is attached. As used in the Agreement,

1.Cause” means the occurrence of one or more of the following events:

(i) Executive’s gross negligence with respect to the business and affairs of the Company;

(ii) Executive’s willful disregard or neglect of Executive’s duties, including Executive’s violation of any material Company policy that continues for a period of ten (10) days following written notice thereof by the Company to Executive;

(iii) Executive’s act, or omission to act, intended to cause harm or damage to the business, property, operations, financial condition or reputation of the Company;

(iv) Executive’s material breach of any of the provisions of any written agreement between Executive and the Company breach that is not cured, to the extent susceptible to cure, within thirty (30) days after the Company has given written notice to Executive describing such breach;

(v) Executive’s commission of any act of embezzlement, fraud, theft and/or financial dishonesty with respect to the Company, including without limitation misappropriation of funds, properties and/or assets;

(vi) Executive’s breach of Executive’s fiduciary obligations, or disloyalty, to the Company;

(vii) Executive’s material breach of the Proprietary Information and Inventions Agreement between Executive and the Company; or

(viii) Executive’s conviction of, or plea of guilty or nolo contendere to, a felony or a crime involving theft, fraud, dishonesty, misrepresentation or sexual harassment.

The existence or non-existence of Cause shall be determined in good faith by the Company’s Board of Directors.

2.Change in Control” has the meaning of “Change in Control” as defined in the Company’s 2017 Equity Incentive Plan.

3.Code” means the Internal Revenue Code of 1986, as amended.

4.Effective Date” has the meaning set forth in the preamble of the Agreement.

 

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5.Good Reason” means, without Executive’s express, written consent:

(i) any material breach by the Company of the Agreement;

(ii) a material reduction in Executive’s level of responsibility, duties or authority;

(iii) a material reduction in Executive’s then-in-effect base salary (other than a reduction that is equal in percentage to, or smaller than, that imposed upon other executives in the Company); or

(iv) relocation of Executive’s principal office to a location more than fifty (50) miles from Executive’s then-current principal office.

6.Severance Payments” has the meaning set forth in Section 3.3(a)(iv) of the Agreement.

7.Successor Company” means the surviving company or successor company (or parent company thereof) in connection with a Change in Control. References to “Company” in the Agreement with respect to Severance Payments payable following a qualifying termination of employment following a Change in Control shall also include a Successor Company, as applicable.

 

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APPENDIX B

FORM OF WASHINGTON RELEASE

In consideration for the payments and benefits to be provided pursuant to Section 3.3 of the Executive Employment Agreement (“Agreement”) entered into by and between                      (“Executive”) and Avalara, Inc., a Washington corporation (the “Company”), with an effective date of June 19, 2017, Executive agrees to the following:

(a) Executive represents that Executive has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court or before any arbitrator. To the extent prohibited by law, this paragraph does not prevent Executive from filing a charge or complaint or participating in government investigations. Nothing in this Release (this “Release”) is intended to or will be used in any way to limit Executive’s rights to communicate with a governmental agency, as provided for, protected under or warranted by applicable law. By signing this Release, Executive is waiving Executive’s right to recover any individual relief (including back pay, front pay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Executive or on Executive’s behalf by any third party, except for any right Executive may have to receive a payment from a governmental agency (and not the Company) for information provided to the governmental agency. Executive understands that he may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (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 that is filed under seal in a lawsuit or other proceeding.

(b) Executive expressly waives all claims against the Company and releases the Company, and any of the Company’s past, present or future parent, affiliated, related, and/or subsidiary entities, and all of the past and present directors, shareholders, officers, general or limited partners, employees, agents, and attorneys, and agents and representatives of such entities, and employee benefit plans in which Executive is or has been a participant by virtue of his or her employment with the Company (collectively, the “Releasees”), from any claims that Executive may have against the Company or the Releasees. It is understood that this Release includes, but is not limited to, any claims arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever, (1) Executive’s employment with the Company or its subsidiaries or the termination thereof or (2) Executive’s status at any time as a holder of any securities of the Company, including any claims for wages, stock or stock options, employment benefits or damages of any kind whatsoever arising out of any contracts, express or implied, any covenant of good faith and fair dealing, express or implied, any legal restriction on the Company’s right to terminate employment, or any federal, state or other governmental statute or ordinance, including, without limitation, the Employee Retirement Income Security Act of 1974, Title VII of the Civil Rights Act of 1964, the federal Age Discrimination in Employment Act, the Americans With Disabilities Act, the Family and Medical Leave Act, the Washington Law Against Discrimination Act, the Washington Family and Parental Leave Act, or any other legal limitation on the employment relationship; provided, however, notwithstanding anything to the contrary set forth herein, that this Release shall not extend to (i) benefit claims under employee pension benefit plans in which Executive is a participant by virtue of Executive’s employment with the Company or its subsidiaries or to benefit claims under employee welfare benefit plans for occurrences (e.g., medical care, death, or onset of disability) arising after the execution of this Release by Executive, (ii) Executive’s rights to severance pay and benefits under the Agreement;

 

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(iii) any claims Executive may have for indemnification pursuant to law, contract or Company policy, (iv) any claims for coverage under any applicable directors’ and officers’ insurance policy in accordance with the terms of such policy, or (v) any claims arising from events that occur after the date Executive signs this Release.

Executive understands that this Release includes a release of claims arising under the Age Discrimination in Employment Act (ADEA). Executive understands and warrants that Executive has been given a period of twenty-one (21) days to review and consider this Release or forty-five (45) days if Executive’s termination is part of a group reduction in force. Executive further warrants that Executive understands that, with respect to the release of age discrimination claims only, Executive has a period of seven (7) days after execution of this Release to revoke the release of age discrimination claims by notice in writing to the Company.

EXECUTIVE ACKNOWLEDGES ALL OF THE FOLLOWING:

(A) I HAVE CAREFULLY READ AND HAVE VOLUNTARILY SIGNED THIS RELEASE;

(B) I FULLY UNDERSTAND THE FINAL AND BINDING EFFECT OF THIS RELEASE, INCLUDING THE WAIVER OF CLAIMS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT; AND

(C) PRIOR TO SIGNING THIS RELEASE, I HAVE BEEN ADVISED OF MY RIGHT TO CONSULT, AND HAVE BEEN GIVEN ADEQUATE TIME TO REVIEW MY LEGAL RIGHTS, WITH AN ATTORNEY OF MY CHOICE.

 

 

Executive Signature

 

Executive Name (Print)

 

Date

 

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EX-10.11 16 d317509dex1011.htm EXECUTIVE EMPLOYMENT AGREEMENT ALESIA PINNEY EXECUTIVE EMPLOYMENT AGREEMENT ALESIA PINNEY

Exhibit 10.11

AVALARA, INC.

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “Agreement”) is entered into as of June 19, 2017 (the “Effective Date”) by and between Alesia Pinney (“Executive”) and Avalara, Inc., a Washington corporation (the “Company”). As of the Effective Date, this Agreement shall supersede and replace in its entirety the Executive Employment Agreement dated March 27, 2014, including any amendments thereto, previously entered into by the parties (the “Prior Agreement”).

Certain capitalized terms in this Agreement have the meanings set forth in Appendix A attached to this Agreement, which is incorporated into this Agreement in its entirety.

 

1. EMPLOYMENT

1.1 Position

The Company agrees to continue to employ Executive, and Executive agrees to continue to accept employment by the Company as its Executive Vice President, General Counsel and Secretary and report to the Company’s Chief Executive Officer. Subject to Section 3.3, changes may be made from time to time by the Company in its sole discretion to the duties, reporting relationships and title of Executive. Executive will perform the duties as are commensurate and consistent with Executive’s position and will devote Executive’s full working time, attention and efforts to the Company and to discharging the responsibilities of Executive’s position, and such other duties as may be assigned from time to time by the Company that relate to the business of the Company and are reasonably consistent with Executive’s position. Executive agrees to comply with the Company’s standard policies and procedures, including the Company’s Proprietary Information and Inventions Agreement previously executed by Executive, and with all applicable laws and regulations.

1.2 Outside Activities

During Executive’s employment, Executive will not engage in any business activity that, in the reasonable judgment of the Board of Directors, conflicts with the duties of Executive under this Agreement, whether or not such activity is pursued for gain, profit or other advantage. During Executive’s employment, Executive further agrees not to assist any person or organization in competing with the Company, in preparing to compete with the Company or in hiring any employees of the Company. In signing this Agreement, Executive warrants that Executive is available to perform his duties at the Company without restriction, conflict of interest or breach of any contract or obligation Executive may have entered into with a third party (such as a former employer).

1.3 Term

Unless earlier terminated as provided in this Agreement, the term of this Agreement shall begin on the Effective Date and shall extend until the four (4)-year anniversary of the Effective Date.


2. COMPENSATION AND BENEFITS

The Company agrees to pay or cause to be paid to Executive and Executive agrees to accept in exchange for the services rendered hereunder the following compensation and benefits:

2.1 Annual Salary

Executive’s compensation shall consist of an annual base salary (the “Salary”) of $269,303.04, payable in semi-monthly installments in accordance with the payroll practices of the Company. The Salary may be subject to periodic change while Executive is employed hereunder.

2.2 Bonus and Equity Awards

Executive shall be eligible to participate in the Company’s incentive bonus plans as may be adopted from time to time by the Board of Directors (or the Compensation and Leadership Development Committee thereof), subject to and in accordance with the terms and conditions of such plans. Executive shall be eligible to receive an annual target bonus of 45% of Salary. Executive also may be eligible to receive future equity awards under the Company’s equity plan, with the amount, terms and conditions of such equity awards to be determined by the Board of Directors (or the Compensation and Leadership Development Committee thereof). Outstanding equity awards granted to Executive prior to the effective date of the Prior Agreement shall remain outstanding in accordance with their terms and conditions and are not modified by this Agreement. Outstanding equity awards granted to Executive on or after the effective date of the Prior Agreement and prior to the Effective Date shall remain outstanding in accordance with their terms and conditions; provided, however, that such equity awards are modified by the applicable terms of this Agreement.

2.3 Benefits

Executive shall be eligible to participate, subject to and in accordance with applicable eligibility requirements, in such employee benefit plans, policies, programs and arrangements as are generally provided to the Company’s other similarly situated executives, which shall include, at a minimum, basic health, dental and vision insurance. Executive shall also be reimbursed by the Company for reasonable parking fees in downtown Seattle, Washington.

2.4 Vacation and Other Paid Time-Off Benefits

Each calendar year, Executive shall be entitled to at least four (4) weeks of paid vacation and sick days per year, in accordance with the plans, policies, programs and arrangements of the Company applicable to similarly situated executives of the Company generally. Executive also shall be provided such holidays as the Company makes available to all of its other employees.

 

3. TERMINATION

3.1 Employment at Will

Executive acknowledges and understands that employment with the Company is at will and can be terminated by either party for no reason or for any reason not otherwise specifically prohibited by law. Nothing in this Agreement is intended to alter Executive’s at-will employment status or obligate the Company to continue to employ Executive for any specific period of time, or in any specific role or geographic location. Except as expressly provided for in this Agreement, upon any

 

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termination of employment, Executive shall not be entitled to receive any payments or benefits under this Agreement other than unpaid Salary earned through the date of termination and unused vacation that has accrued as of the date of Executive’s termination of employment that would be payable under the Company’s standard policy.

3.2 Automatic Termination on Death or Total Disability

This Agreement and Executive’s employment hereunder shall terminate automatically upon the death or Total Disability of Executive. “Total Disability” shall mean Executive’s inability, with reasonable accommodation, to perform the duties of Executive’s position for a period or periods aggregating ninety (90) days in any period of one hundred eighty (180) consecutive days as a result of physical or mental illness, loss of legal capacity or any other cause beyond Executive’s control. Executive and the Company hereby acknowledge that Executive’s ability to perform Executive’s duties is the essence of this Agreement. Termination hereunder shall be deemed to be effective (a) at the end of the calendar month in which Executive’s death occurs or (b) immediately upon a determination by the Board of Directors (or the Compensation and Leadership Development Committee thereof) of Executive’s Total Disability. In the case of termination of employment under this Section 3.2, Executive shall not be entitled to receive any payments or benefits under this Agreement other than unpaid Salary earned through the date of termination and unused vacation that has accrued as of the date of Executive’s termination of employment that would be payable under the Company’s standard policy.

3.3 Termination of Employment Without Cause or for Good Reason

(a) If (1) the Company terminates Executive’s employment without Cause or (2) Executive resigns for Good Reason, then Executive shall be entitled to receive the following termination payments and benefits; provided, however, that this Section 3.3 shall not apply to, and shall have no effect in connection with, any termination to which Section 3.2 of this Agreement applies:

(i) an amount equal to six (6) months’ Salary at the rate in effect immediately prior to termination (or, if Executive terminates employment for Good Reason due to a material reduction in Executive’s then-in-effect base Salary, immediately prior to such reduction); provided, however, that in the event such termination occurs within twelve (12) months following a Change in Control, such amount shall be equal to twelve (12) months’ Salary, such amount payable to Executive in accordance with the terms below;

(ii) in the event such termination occurs within twelve (12) months following a Change in Control, an amount equal to Executive’s target bonus for the calendar year in which such termination occurs, such amount pro-rated for the number of full months worked in such calendar year prior to termination and payable to Executive in accordance with the terms below;

(iii) if Executive and his spouse and eligible children are entitled to, and timely (and properly) elect to, continue their coverage (or the coverage of any one of them) under the Company’s group health plans pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”), the Company shall pay the premiums (or reimburse Executive for any premiums paid by Executive (or Executive’s spouse or eligible children)) for such COBRA continuation coverage for a period of six (6) months following the last day of the month containing Executive’s date of termination (“COBRA Continuation Date”) or

 

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until Executive is no longer entitled to COBRA continuation coverage under the Company’s group health plans, whichever period is shorter; provided, however, that in the event such termination occurs within twelve (12) months following a Change in Control, such COBRA continuation coverage shall be for a period of twelve (12) months following the COBRA Continuation Date or until Executive is no longer entitled to COBRA continuation coverage under the group health plans of the Company or, if applicable, those of a Successor Company, whichever period is shorter. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, the Company may unilaterally amend this Section 3.3(a)(iii) or eliminate the benefit provided hereunder to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Company or any of its subsidiaries or affiliates, including, without limitation, under Section 4980D of the Code;

(iv) in the event such termination occurs within twelve (12) months following a Change in Control, full acceleration of Executive’s then unvested equity awards that vest based on continued employment or service; provided, however, that the foregoing acceleration shall apply only to equity awards granted on or after the effective date of the Prior Agreement (the payments and benefits set forth in Section 3.3(a)(i)-(iv) are collectively referred to herein as “Severance Payments”); and

(v) unpaid Salary earned through the date of termination and unused vacation that has accrued and would be payable under the Company’s standard policy (collectively, the “Accrued Obligations”), payable in a lump sum on the next regularly scheduled payroll date following the date on which Executive’s employment terminated.

(b) As a condition to receiving the payments and benefits under this Section 3.3 other than the Accrued Obligations, Executive must timely execute (and not revoke within the applicable revocation period specified therein) a general release and waiver of all claims against the Company, which release and waiver shall be in a form acceptable to the Company, and in substantially the form attached hereto as Appendix B (the “Release”). To be timely, the Release must become effective (i.e., Executive must have executed the Release and any revocation period must have expired without Executive’s revoking the Release) no later than sixty (60) days (or such earlier date specified in the Release) after Executive’s date of termination (the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, Executive will not have any right or entitlement to any of the Severance Payments described in this Section 3.3. In addition, payment of the amounts and benefits under this Section 3.3 is contingent on Executive’s full and continued compliance with the Company’s Proprietary Information and Inventions Agreement, as the same may be amended from time to time.

(c) Notwithstanding the foregoing, termination of employment by Executive will not be for Good Reason unless (1) Executive notifies the Company in writing of the existence of the condition that Executive believes constitutes Good Reason within thirty (30) days of the initial existence of such condition (which notice specifically identifies such condition), (2) the Company fails to remedy such condition within thirty (30) days after the date on which it receives such notice (the “Remedial Period”), and (3) Executive actually terminates employment within thirty (30) days after the expiration of the Remedial Period and before the Company remedies such condition.

(d) Subject to Section 3.3(b), Severance Payments to which Executive becomes entitled under Sections 3.3(a)(i) and (ii) shall be made to Executive in approximately equal installments through the Company’s regularly scheduled payroll during the six (6) or, if applicable, twelve (12)

 

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month period immediately following Executive’s date of termination. Severance Payments shall commence on the first regularly scheduled payroll date following the date on which Executive’s Release becomes effective; provided, however, that if the maximum period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, payments shall not be made or commence to be made until the later of the effective date of Executive’s Release and the first business day of such subsequent calendar year, regardless of when Executive’s Release becomes effective. The first such Severance Payment shall include payment of all amounts that otherwise would have been paid under Sections 3.3(a)(i) and (ii) prior to such date had such payments commenced as of the first regularly scheduled payroll date occurring immediately after Executive’s date of termination, and any payments made thereafter shall continue as provided herein. Notwithstanding the foregoing, if any payments and benefits payable pursuant to Section 3.3(a) constitute a “deferral of compensation” subject to Code Section 409A (after taking into account, to the maximum extent possible, any applicable exemptions), then the applicable provisions of Section 13 shall apply.

3.4 Code Section 280G

(a) Notwithstanding anything in this Agreement to the contrary, on or after the date of the Company’s initial public offering, in the event that Executive becomes entitled to receive or receives any payment or benefit under this Agreement or under any other plan, agreement or arrangement with the Company, any person whose actions result in a Change in Control or any other person affiliated with the Company or such person (all such payments and benefits being referred to herein as the “Total Payments”) and it is determined that any of the Total Payments will be subject to any excise tax pursuant to Code Section 4999, or any similar or successor provision (the “Excise Tax”), the Company shall pay to Executive either (1) the full amount of the Total Payments or (2) an amount equal to the Total Payments, reduced by the minimum amount necessary to prevent any portion of the Total Payments from being an “excess parachute payment” (within the meaning of Code Section 280G) (the “Capped Payments”), whichever of the foregoing amounts results in the receipt by Executive, on an after-tax basis, of the greatest amount of Total Payments notwithstanding that all or some portion of the Total Payments may be subject to the Excise Tax. For purposes of determining whether Executive would receive a greater after-tax benefit from the Capped Payments than from receipt of the full amount of the Total Payments, (i) there shall be taken into account any Excise Tax and all applicable federal, state and local taxes required to be paid by Executive in respect of the receipt of such payments and (ii) such payments shall be deemed to be subject to federal income taxes at the highest rate of federal income taxation applicable to individuals that is in effect for the calendar year in which the effective date of the Change in Control occurs, and state and local income taxes at the highest rate of taxation applicable to individuals in the state and locality of Executive’s residence on the effective date of the Change in Control, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes (as determined by assuming that such deduction is subject to the maximum limitation applicable to itemized deductions under Code Section 68 and any other limitations applicable to the deduction of state and local income taxes under the Code).

(b) All computations and determinations called for by this Section 3.4 shall be made by a reputable independent public accounting firm or independent tax counsel appointed by the Company (the “Firm”). All determinations made by the Firm under this Section 3.4 shall be conclusive and binding on both the Company and Executive, and the Firm shall provide its determinations and any supporting calculations to the Company and Executive within ten (10) business days after Executive’s employment terminates under any of the circumstances described in Section 3.3, or such earlier time as is requested by the Company. For purposes of making its determinations under this Section 3.4,

 

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the Firm may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive shall furnish to the Firm such information and documents as the Firm may reasonably request in making its determinations. The Company shall bear all fees and expenses charged by the Firm in connection with its services.

(c) In the event that Section 3.4(a) applies and a reduction is required to be applied to the Total Payments thereunder, the Total Payments shall be reduced by the Company in its reasonable discretion in the following order: (1) reduction of any Total Payments that are subject to Code Section 409A on a pro-rata basis or such other manner that complies with Code Section 409A, as determined by the Company, and (2) reduction of any Total Payments that are exempt from Code Section 409A.

 

4. ASSIGNMENT

This Agreement is personal to Executive and shall not be assignable by Executive. The Company may assign its rights hereunder to (a) any other corporation or entity resulting from any merger, consolidation or other reorganization to which the Company is a party; (b) any other corporation, partnership, association or other person to which the Company may transfer all or substantially all of the assets and business of the Company existing at such time; or (c) any subsidiary, parent or other affiliate of the Company. All of the terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

 

5. AMENDMENTS IN WRITING

No amendment, modification, waiver, termination or discharge of any provision of this Agreement, or consent to any departure therefrom by either party hereto, shall in any event be effective unless the same shall be in writing, specifically identifying this Agreement and the provision intended to be amended, modified, waived, terminated or discharged and signed by the Company and Executive, and each such amendment, modification, waiver, termination or discharge shall be effective only in the specific instance and for the specific purpose for which given. No provision of this Agreement shall be varied, contradicted or explained by any oral agreement, course of dealing or performance or any other matter not set forth in an agreement in writing and signed by the Company and Executive.

 

6. NOTICES

Every notice relating to this Agreement shall be in writing and shall be given by personal delivery, by a reputable same-day or overnight courier service (charges prepaid), by registered or certified mail (postage prepaid, return receipt requested) or by facsimile to the recipient with a confirmation copy to follow the next day to be delivered by personal delivery or by a reputable same-day or overnight courier service to the appropriate party’s address or fax number below (or such other address and fax number as a party may designate by notice to the other parties):

 

  If to the Company:    1100 Second Avenue, Suite 300
     Seattle, WA 98101
     Attn: Chief Financial Officer
  If to Executive:    Address on record at the Company

 

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7. APPLICABLE LAW

This Agreement shall in all respects, including all matters of construction, validity and performance, be governed by, and construed and enforced in accordance with, the laws of the State of Washington, without regard to any rules governing conflicts of laws.

 

8. ENTIRE AGREEMENT

This Agreement, on and as of the Effective Date, constitutes the entire agreement between the Company and Executive with respect to the subject matter hereof, and all prior or contemporaneous oral or written communications, understandings or agreements between the Company and Executive with respect to such subject matter are hereby superseded in their entirety, except as otherwise provided herein.

 

9. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

 

10. WAIVERS

No delay or failure by any party hereto in exercising, protecting, or enforcing any of its rights, titles, interests, or remedies hereunder, and no course of dealing or performance with respect thereto, shall constitute a waiver thereof. The express waiver by a party hereto of any right, title, interest, or remedy in a particular instance or circumstance shall not constitute a waiver thereof in any other instance or circumstance. All rights and remedies shall be cumulative and not exclusive of any other rights or remedies.

 

11. HEADINGS

All headings used herein are for convenience only and shall not in any way affect the construction of, or be taken into consideration in interpreting, this Agreement.

 

12. COUNTERPARTS

This Agreement, and any amendment or modification entered into pursuant to Section 5, may be executed in any number of counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute one and the same instrument.

 

13. CODE SECTION 409A

The Company makes no representations or warranties to Executive with respect to any tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder, including without limitation under Code Section 409A, and no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A from Executive or any other individual to the Company or any of its affiliates.

 

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Executive, by executing this Agreement, shall be deemed to have waived any claim against the Company and its affiliates with respect to any such tax, economic or legal consequences. However, the parties intend that this Agreement and the payments and benefits provided hereunder be exempt from the requirements of Code Section 409A, and the rules and regulations issued thereunder, to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Code Section 409A is applicable to this Agreement, the parties intend that this Agreement and any payments and benefits hereunder comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A so as to avoid the imputation of any tax, penalty or interest under Code Section 409A. Notwithstanding anything herein to the contrary, this Agreement shall be construed, interpreted, operated and administered in a manner consistent with such intentions. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary:

(a) To the extent Code Section 409A is applicable to this Agreement, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder (a “Separation from Service”), and, for purposes of any such provision of this Agreement, references to “terminate,” “termination,” “termination of employment,” “resigns” and like terms shall mean Separation from Service.

(b) If Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of Executive’s Separation from Service, Executive shall not be entitled to any payment or benefit on account of Executive’s Separation from Service, until the earlier of (1) the date that is six (6) months after Executive’s Separation from Service for any reason other than death or (2) the date of Executive’s death. The provisions of this Section 3(b) shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A on Executive. Any amounts otherwise payable to Executive upon or in the six (6) month period following Executive’s Separation from Service that are not so paid by reason of this Section 13(b) shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after Executive’s Separation from Service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of Executive’s death).

(c) Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement, including, without limitation, under Section 3.3, shall be treated as a right to a series of separate and distinct payments.

(d) With regard to any provision in this Agreement that provides for reimbursement of expenses or in-kind benefits (except for any expense, reimbursement or in-kind benefit provided pursuant to this Agreement that does not constitute a “deferral of compensation,” within the meaning of Treasury Regulation Section 1.409A-1(b)), (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (ii) such payment shall be made within thirty (30) days following the submission of appropriate documentation required by the Company and in no event later than the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

 

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14. EMPLOYMENT TAXES

All payments made pursuant to this Agreement shall be subject to withholding of all applicable income, employment and other taxes.

(Signature Page Follows)

 

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IN WITNESS WHEREOF, the parties have executed and entered into this Agreement effective on the date first set forth above.

 

EXECUTIVE:

/s/ Alesia Pinney

Alesia Pinney
COMPANY:
AVALARA, INC.
By:  

/s/ William Ingram

Name: William Ingram
Title: Chief Financial Officer and Treasurer

 

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APPENDIX A

DEFINITIONS

Capitalized terms used below that are not defined in this Appendix A have the meanings set forth in the Executive Employment Agreement (the “Agreement”) to which this Appendix A is attached. As used in the Agreement,

1.Cause” means the occurrence of one or more of the following events:

(i) Executive’s gross negligence with respect to the business and affairs of the Company;

(ii) Executive’s willful disregard or neglect of Executive’s duties, including Executive’s violation of any material Company policy that continues for a period of ten (10) days following written notice thereof by the Company to Executive;

(iii) Executive’s act, or omission to act, intended to cause harm or damage to the business, property, operations, financial condition or reputation of the Company;

(iv) Executive’s material breach of any of the provisions of any written agreement between Executive and the Company breach that is not cured, to the extent susceptible to cure, within thirty (30) days after the Company has given written notice to Executive describing such breach;

(v) Executive’s commission of any act of embezzlement, fraud, theft and/or financial dishonesty with respect to the Company, including without limitation misappropriation of funds, properties and/or assets;

(vi) Executive’s breach of Executive’s fiduciary obligations, or disloyalty, to the Company;

(vii) Executive’s material breach of the Proprietary Information and Inventions Agreement between Executive and the Company; or

(viii) Executive’s conviction of, or plea of guilty or nolo contendere to, a felony or a crime involving theft, fraud, dishonesty, misrepresentation or sexual harassment.

The existence or non-existence of Cause shall be determined in good faith by the Company’s Board of Directors.

2.Change in Control” has the meaning of “Change in Control” as defined in the Company’s 2017 Equity Incentive Plan.

3.Code” means the Internal Revenue Code of 1986, as amended.

4.Effective Date” has the meaning set forth in the preamble of the Agreement.

 

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5.Good Reason” means, without Executive’s express, written consent:

(i) any material breach by the Company of the Agreement;

(ii) a material reduction in Executive’s level of responsibility, duties or authority;

(iii) a material reduction in Executive’s then-in-effect base salary (other than a reduction that is equal in percentage to, or smaller than, that imposed upon other executives in the Company); or

(iv) relocation of Executive’s principal office to a location more than fifty (50) miles from Executive’s then-current principal office.

6.Severance Payments” has the meaning set forth in Section 3.3(a)(iv) of the Agreement.

7.Successor Company” means the surviving company or successor company (or parent company thereof) in connection with a Change in Control. References to “Company” in the Agreement with respect to Severance Payments payable following a qualifying termination of employment following a Change in Control shall also include a Successor Company, as applicable.

 

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APPENDIX B

FORM OF WASHINGTON RELEASE

In consideration for the payments and benefits to be provided pursuant to Section 3.3 of the Executive Employment Agreement (“Agreement”) entered into by and between                      (“Executive”) and Avalara, Inc., a Washington corporation (the “Company”), with an effective date of June 19, 2017, Executive agrees to the following:

(a) Executive represents that Executive has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court or before any arbitrator. To the extent prohibited by law, this paragraph does not prevent Executive from filing a charge or complaint or participating in government investigations. Nothing in this Release (this “Release”) is intended to or will be used in any way to limit Executive’s rights to communicate with a governmental agency, as provided for, protected under or warranted by applicable law. By signing this Release, Executive is waiving Executive’s right to recover any individual relief (including back pay, front pay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Executive or on Executive’s behalf by any third party, except for any right Executive may have to receive a payment from a governmental agency (and not the Company) for information provided to the governmental agency. Executive understands that he may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (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 that is filed under seal in a lawsuit or other proceeding.

(b) Executive expressly waives all claims against the Company and releases the Company, and any of the Company’s past, present or future parent, affiliated, related, and/or subsidiary entities, and all of the past and present directors, shareholders, officers, general or limited partners, employees, agents, and attorneys, and agents and representatives of such entities, and employee benefit plans in which Executive is or has been a participant by virtue of his or her employment with the Company (collectively, the “Releasees”), from any claims that Executive may have against the Company or the Releasees. It is understood that this Release includes, but is not limited to, any claims arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever, (1) Executive’s employment with the Company or its subsidiaries or the termination thereof or (2) Executive’s status at any time as a holder of any securities of the Company, including any claims for wages, stock or stock options, employment benefits or damages of any kind whatsoever arising out of any contracts, express or implied, any covenant of good faith and fair dealing, express or implied, any legal restriction on the Company’s right to terminate employment, or any federal, state or other governmental statute or ordinance, including, without limitation, the Employee Retirement Income Security Act of 1974, Title VII of the Civil Rights Act of 1964, the federal Age Discrimination in Employment Act, the Americans With Disabilities Act, the Family and Medical Leave Act, the Washington Law Against Discrimination Act, the Washington Family and Parental Leave Act, or any other legal limitation on the employment relationship; provided, however, notwithstanding anything to the contrary set forth herein, that this Release shall not extend to (i) benefit claims under employee pension benefit plans in which Executive is a participant by virtue of Executive’s employment with the Company or its subsidiaries or to benefit claims under employee welfare benefit plans for occurrences (e.g., medical care, death, or onset of disability) arising after the execution of this Release by Executive, (ii) Executive’s rights to severance pay and benefits under the Agreement;

 

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(iii) any claims Executive may have for indemnification pursuant to law, contract or Company policy, (iv) any claims for coverage under any applicable directors’ and officers’ insurance policy in accordance with the terms of such policy, or (v) any claims arising from events that occur after the date Executive signs this Release.

Executive understands that this Release includes a release of claims arising under the Age Discrimination in Employment Act (ADEA). Executive understands and warrants that Executive has been given a period of twenty-one (21) days to review and consider this Release or forty-five (45) days if Executive’s termination is part of a group reduction in force. Executive further warrants that Executive understands that, with respect to the release of age discrimination claims only, Executive has a period of seven (7) days after execution of this Release to revoke the release of age discrimination claims by notice in writing to the Company.

EXECUTIVE ACKNOWLEDGES ALL OF THE FOLLOWING:

(A) I HAVE CAREFULLY READ AND HAVE VOLUNTARILY SIGNED THIS RELEASE;

(B) I FULLY UNDERSTAND THE FINAL AND BINDING EFFECT OF THIS RELEASE, INCLUDING THE WAIVER OF CLAIMS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT; AND

(C) PRIOR TO SIGNING THIS RELEASE, I HAVE BEEN ADVISED OF MY RIGHT TO CONSULT, AND HAVE BEEN GIVEN ADEQUATE TIME TO REVIEW MY LEGAL RIGHTS, WITH AN ATTORNEY OF MY CHOICE.

 

 

Executive Signature

 

Executive Name (Print)

 

Date

 

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EX-10.12 17 d317509dex1012.htm EXECUTIVE EMPLOYMENT AGREEMENT PASCAL VAN DOOREN EXECUTIVE EMPLOYMENT AGREEMENT PASCAL VAN DOOREN

Exhibit 10.12

AVALARA, INC.

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “Agreement”) is entered into as of April 13, 2018 (the “Execution Date”), by and between Pascal Van Dooren (“Executive”) and Avalara, Inc., a Washington corporation (the “Company”), and shall be effective retroactively as of January 1, 2018 (the “Effective Date”). As of the Effective Date, this Agreement shall supersede and replace in its entirety the Executive Employment Agreement dated June 19, 2017, including any amendments thereto, previously entered into by the parties (the “Second Employment Agreement”), which Second Employment Agreement superseded and replaced in its entirety the Executive Employment Agreement dated September 1, 2014, including any amendments thereto, previously entered into by the parties (the “First Employment Agreement”).

Certain capitalized terms in this Agreement have the meanings set forth in Appendix A attached to this Agreement, which is incorporated into this Agreement in its entirety.

1. EMPLOYMENT

1.1 Position

The Company agrees to continue to employ Executive, and Executive agrees to continue to accept employment by the Company as its Executive Vice President and Chief Revenue Officer and report to the Company’s Chief Executive Officer. Subject to Section 3.3, changes may be made from time to time by the Company in its sole discretion to the duties, reporting relationships and title of Executive. Executive will perform the duties as are commensurate and consistent with Executive’s position and will devote Executive’s full working time, attention and efforts to the Company and to discharging the responsibilities of Executive’s position, and such other duties as may be assigned from time to time by the Company that relate to the business of the Company and are reasonably consistent with Executive’s position. Executive agrees to comply with the Company’s standard policies and procedures, including the Company’s Proprietary Information and Inventions Agreement previously executed by Executive, and with all applicable laws and regulations.

1.2 Outside Activities

During Executive’s employment, Executive will not engage in any business activity that, in the reasonable judgment of the Board of Directors, conflicts with the duties of Executive under this Agreement, whether or not such activity is pursued for gain, profit or other advantage. During Executive’s employment, Executive further agrees not to assist any person or organization in competing with the Company, in preparing to compete with the Company or in hiring any employees of the Company. In signing this Agreement, Executive warrants that Executive is available to perform his duties at the Company without restriction, conflict of interest or breach of any contract or obligation Executive may have entered into with a third party (such as a former employer).

1.3 Term

Unless earlier terminated as provided in this Agreement, the term of this Agreement shall begin on the Effective Date and terminate on June 19, 2021.


2. COMPENSATION AND BENEFITS

The Company agrees to pay or cause to be paid to Executive and Executive agrees to accept in exchange for the services rendered hereunder the following compensation and benefits:

2.1 Annual Salary

Executive’s compensation shall consist of an annual base salary (the “Salary”) of $327,812.00, payable in semi-monthly installments in accordance with the payroll practices of the Company. The Salary may be subject to periodic change while Executive is employed hereunder.

2.2 Bonus, Commission, and Equity Awards

Executive shall be eligible to participate in the Company’s incentive bonus plans as may be adopted from time to time by the Board of Directors (or the Compensation and Leadership Development Committee thereof), subject to and in accordance with the terms and conditions of such plans. Executive shall be eligible to receive an annual target bonus of 70% of Salary. Executive also may be eligible to receive future equity awards under the Company’s equity plan, with the amount, terms and conditions of such equity awards to be determined by the Board of Directors (or the Compensation and Leadership Development Committee thereof). Outstanding equity awards granted to Executive prior to the effective date of the First Employment Agreement shall remain outstanding in accordance with their terms and conditions and are not modified by either the Second Employment Agreement or this Agreement. Outstanding equity awards granted to Executive on or after the effective date of the First Employment Agreement and prior to the Execution Date of this Agreement shall remain outstanding in accordance with their terms and conditions, including the applicable terms and conditions of this Agreement.

2.3 Benefits

Executive shall be eligible to participate, subject to and in accordance with applicable eligibility requirements, in such employee benefit plans, policies, programs and arrangements as are generally provided to the Company’s other similarly situated executives, which shall include, at a minimum, basic health, dental and vision insurance.

2.4 Vacation and Other Paid Time-Off Benefits

Each calendar year, Executive shall be entitled to at least four (4) weeks of paid vacation and sick days per year, in accordance with the plans, policies, programs and arrangements of the Company applicable to similarly situated executives of the Company generally. Executive also shall be provided such holidays as the Company makes available to all of its other employees.

3. TERMINATION

3.1 Employment at Will

Executive acknowledges and understands that employment with the Company is at will and can be terminated by either party for no reason or for any reason not otherwise specifically prohibited by law. Nothing in this Agreement is intended to alter Executive’s at-will employment status or obligate the Company to continue to employ Executive for any specific period of time, or in any specific role or geographic location. Except as expressly provided for in this Agreement, upon any

 

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termination of employment, Executive shall not be entitled to receive any payments or benefits under this Agreement other than unpaid Salary earned through the date of termination and unused vacation that has accrued as of the date of Executive’s termination of employment that would be payable under the Company’s standard policy.

3.2 Automatic Termination on Death or Total Disability

This Agreement and Executive’s employment hereunder shall terminate automatically upon the death or Total Disability of Executive. “Total Disability” shall mean Executive’s inability, with reasonable accommodation, to perform the duties of Executive’s position for a period or periods aggregating ninety (90) days in any period of one hundred eighty (180) consecutive days as a result of physical or mental illness, loss of legal capacity or any other cause beyond Executive’s control. Executive and the Company hereby acknowledge that Executive’s ability to perform Executive’s duties is the essence of this Agreement. Termination hereunder shall be deemed to be effective (a) at the end of the calendar month in which Executive’s death occurs or (b) immediately upon a determination by the Board of Directors (or the Compensation and Leadership Development Committee thereof) of Executive’s Total Disability. In the case of termination of employment under this Section 3.2, Executive shall not be entitled to receive any payments or benefits under this Agreement other than unpaid Salary earned through the date of termination and unused vacation that has accrued as of the date of Executive’s termination of employment that would be payable under the Company’s standard policy.

3.3 Termination of Employment Without Cause or for Good Reason

(a) If (1) the Company terminates Executive’s employment without Cause or (2) Executive resigns for Good Reason, then Executive shall be entitled to receive the following termination payments and benefits; provided, however, that this Section 3.3 shall not apply to, and shall have no effect in connection with, any termination to which Section 3.2 of this Agreement applies:

(i) an amount equal to six (6) months’ Salary at the rate in effect immediately prior to termination (or, if Executive terminates employment for Good Reason due to a material reduction in Executive’s then-in-effect base Salary, immediately prior to such reduction); provided, however, that in the event such termination occurs within twelve (12) months following a Change in Control, such amount shall be equal to twelve (12) months’ Salary, such amount payable to Executive in accordance with the terms below;

(ii) in the event such termination occurs within twelve (12) months following a Change in Control, an amount equal to Executive’s target bonus for the calendar year in which such termination occurs, such amount pro-rated for the number of full months worked in such calendar year prior to termination and payable to Executive in accordance with the terms below;

(iii) if Executive and his spouse and eligible children are entitled to, and timely (and properly) elect to, continue their coverage (or the coverage of any one of them) under the Company’s group health plans pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”), the Company shall pay the premiums (or reimburse Executive for any premiums paid by Executive (or Executive’s spouse or eligible children)) for such COBRA continuation coverage for a period of six (6) months following the last day of the month containing Executive’s date of termination (“COBRA Continuation Date”) or

 

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until Executive is no longer entitled to COBRA continuation coverage under the Company’s group health plans, whichever period is shorter; provided, however, that in the event such termination occurs within twelve (12) months following a Change in Control, such COBRA continuation coverage shall be for a period of twelve (12) months following the COBRA Continuation Date or until Executive is no longer entitled to COBRA continuation coverage under the group health plans of the Company or, if applicable, those of a Successor Company, whichever period is shorter. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, the Company may unilaterally amend this Section 3.3(a)(iii) or eliminate the benefit provided hereunder to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Company or any of its subsidiaries or affiliates, including, without limitation, under Section 4980D of the Code;

(iv) in the event such termination occurs within twelve (12) months following a Change in Control, full acceleration of Executive’s then unvested equity awards that vest based on continued employment or service; provided, however, that the foregoing acceleration shall apply only to equity awards granted on or after the effective date of the First Employment Agreement (the payments and benefits set forth in Section 3.3(a)(i)-(iv) are collectively referred to herein as “Severance Payments”); and

(v) unpaid Salary earned through the date of termination and unused vacation that has accrued and would be payable under the Company’s standard policy (collectively, the “Accrued Obligations”), payable in a lump sum on the next regularly scheduled payroll date following the date on which Executive’s employment terminated.

(b) As a condition to receiving the payments and benefits under this Section 3.3 other than the Accrued Obligations, Executive must timely execute (and not revoke within the applicable revocation period specified therein) a general release and waiver of all claims against the Company, which release and waiver shall be in a form acceptable to the Company, and in substantially the form attached hereto as Appendix B (the “Release”). To be timely, the Release must become effective (i.e., Executive must have executed the Release and any revocation period must have expired without Executive’s revoking the Release) no later than sixty (60) days (or such earlier date specified in the Release) after Executive’s date of termination (the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, Executive will not have any right or entitlement to any of the Severance Payments described in this Section 3.3. In addition, payment of the amounts and benefits under this Section 3.3 is contingent on Executive’s full and continued compliance with the Company’s Proprietary Information and Inventions Agreement, as the same may be amended from time to time.

(c) Notwithstanding the foregoing, termination of employment by Executive will not be for Good Reason unless (1) Executive notifies the Company in writing of the existence of the condition that Executive believes constitutes Good Reason within thirty (30) days of the initial existence of such condition (which notice specifically identifies such condition), (2) the Company fails to remedy such condition within thirty (30) days after the date on which it receives such notice (the “Remedial Period”), and (3) Executive actually terminates employment within thirty (30) days after the expiration of the Remedial Period and before the Company remedies such condition.

(d) Subject to Section 3.3(b), Severance Payments to which Executive becomes entitled under Sections 3.3(a)(i) and (ii) shall be made to Executive in approximately equal installments through the Company’s regularly scheduled payroll during the six (6) or, if applicable, twelve (12)

 

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month period immediately following Executive’s date of termination. Severance Payments shall commence on the first regularly scheduled payroll date following the date on which Executive’s Release becomes effective; provided, however, that if the maximum period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, payments shall not be made or commence to be made until the later of the effective date of Executive’s Release and the first business day of such subsequent calendar year, regardless of when Executive’s Release becomes effective. The first such Severance Payment shall include payment of all amounts that otherwise would have been paid under Sections 3.3(a)(i) and (ii) prior to such date had such payments commenced as of the first regularly scheduled payroll date occurring immediately after Executive’s date of termination, and any payments made thereafter shall continue as provided herein. Notwithstanding the foregoing, if any payments and benefits payable pursuant to Section 3.3(a) constitute a “deferral of compensation” subject to Code Section 409A (after taking into account, to the maximum extent possible, any applicable exemptions), then the applicable provisions of Section 13 shall apply.

3.4 Code Section 280G

(a) Notwithstanding anything in this Agreement to the contrary, on or after the date of the Company’s initial public offering, in the event that Executive becomes entitled to receive or receives any payment or benefit under this Agreement or under any other plan, agreement or arrangement with the Company, any person whose actions result in a Change in Control or any other person affiliated with the Company or such person (all such payments and benefits being referred to herein as the “Total Payments”) and it is determined that any of the Total Payments will be subject to any excise tax pursuant to Code Section 4999, or any similar or successor provision (the “Excise Tax”), the Company shall pay to Executive either (1) the full amount of the Total Payments or (2) an amount equal to the Total Payments, reduced by the minimum amount necessary to prevent any portion of the Total Payments from being an “excess parachute payment” (within the meaning of Code Section 280G) (the “Capped Payments”), whichever of the foregoing amounts results in the receipt by Executive, on an after-tax basis, of the greatest amount of Total Payments notwithstanding that all or some portion of the Total Payments may be subject to the Excise Tax. For purposes of determining whether Executive would receive a greater after-tax benefit from the Capped Payments than from receipt of the full amount of the Total Payments, (i) there shall be taken into account any Excise Tax and all applicable federal, state and local taxes required to be paid by Executive in respect of the receipt of such payments and (ii) such payments shall be deemed to be subject to federal income taxes at the highest rate of federal income taxation applicable to individuals that is in effect for the calendar year in which the effective date of the Change in Control occurs, and state and local income taxes at the highest rate of taxation applicable to individuals in the state and locality of Executive’s residence on the effective date of the Change in Control, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes (as determined by assuming that such deduction is subject to the maximum limitation applicable to itemized deductions under Code Section 68 and any other limitations applicable to the deduction of state and local income taxes under the Code).

(b) All computations and determinations called for by this Section 3.4 shall be made by a reputable independent public accounting firm or independent tax counsel appointed by the Company (the “Firm”). All determinations made by the Firm under this Section 3.4 shall be conclusive and binding on both the Company and Executive, and the Firm shall provide its determinations and any supporting calculations to the Company and Executive within ten (10) business days after Executive’s employment terminates under any of the circumstances described in Section 3.3, or such earlier time as is requested by the Company. For purposes of making its determinations under this Section 3.4,

 

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the Firm may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive shall furnish to the Firm such information and documents as the Firm may reasonably request in making its determinations. The Company shall bear all fees and expenses charged by the Firm in connection with its services.

(c) In the event that Section 3.4(a) applies and a reduction is required to be applied to the Total Payments thereunder, the Total Payments shall be reduced by the Company in its reasonable discretion in the following order: (1) reduction of any Total Payments that are subject to Code Section 409A on a pro-rata basis or such other manner that complies with Code Section 409A, as determined by the Company, and (2) reduction of any Total Payments that are exempt from Code Section 409A.

4. ASSIGNMENT

This Agreement is personal to Executive and shall not be assignable by Executive. The Company may assign its rights hereunder to (a) any other corporation or entity resulting from any merger, consolidation or other reorganization to which the Company is a party; (b) any other corporation, partnership, association or other person to which the Company may transfer all or substantially all of the assets and business of the Company existing at such time; or (c) any subsidiary, parent or other affiliate of the Company. All of the terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

5. AMENDMENTS IN WRITING

No amendment, modification, waiver, termination or discharge of any provision of this Agreement, or consent to any departure therefrom by either party hereto, shall in any event be effective unless the same shall be in writing, specifically identifying this Agreement and the provision intended to be amended, modified, waived, terminated or discharged and signed by the Company and Executive, and each such amendment, modification, waiver, termination or discharge shall be effective only in the specific instance and for the specific purpose for which given. No provision of this Agreement shall be varied, contradicted or explained by any oral agreement, course of dealing or performance or any other matter not set forth in an agreement in writing and signed by the Company and Executive.

6. NOTICES

Every notice relating to this Agreement shall be in writing and shall be given by personal delivery, by a reputable same-day or overnight courier service (charges prepaid), by registered or certified mail (postage prepaid, return receipt requested) or by facsimile to the recipient with a confirmation copy to follow the next day to be delivered by personal delivery or by a reputable same-day or overnight courier service to the appropriate party’s address or fax number below (or such other address and fax number as a party may designate by notice to the other parties):

 

  If to the Company:    255 S. King Street, Suite 1800
     Seattle, WA 98104
    

Attn: General Counsel

 

  If to Executive:    Address on record at the Company

 

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7. APPLICABLE LAW

This Agreement shall in all respects, including all matters of construction, validity and performance, be governed by, and construed and enforced in accordance with, the laws of the State of Washington, without regard to any rules governing conflicts of laws.

8. ENTIRE AGREEMENT

This Agreement, on and as of the Effective Date, constitutes the entire agreement between the Company and Executive with respect to the subject matter hereof, and all prior or contemporaneous oral or written communications, understandings or agreements between the Company and Executive with respect to such subject matter are hereby superseded in their entirety, except as otherwise provided herein.

9. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

10. WAIVERS

No delay or failure by any party hereto in exercising, protecting, or enforcing any of its rights, titles, interests, or remedies hereunder, and no course of dealing or performance with respect thereto, shall constitute a waiver thereof. The express waiver by a party hereto of any right, title, interest, or remedy in a particular instance or circumstance shall not constitute a waiver thereof in any other instance or circumstance. All rights and remedies shall be cumulative and not exclusive of any other rights or remedies.

11. HEADINGS

All headings used herein are for convenience only and shall not in any way affect the construction of, or be taken into consideration in interpreting, this Agreement.

12. COUNTERPARTS

This Agreement, and any amendment or modification entered into pursuant to Section 5, may be executed in any number of counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute one and the same instrument.

13. CODE SECTION 409A

The Company makes no representations or warranties to Executive with respect to any tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder, including without limitation under Code Section 409A, and no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A from Executive or any other individual to the Company or any of its affiliates.

 

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Executive, by executing this Agreement, shall be deemed to have waived any claim against the Company and its affiliates with respect to any such tax, economic or legal consequences. However, the parties intend that this Agreement and the payments and benefits provided hereunder be exempt from the requirements of Code Section 409A, and the rules and regulations issued thereunder, to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Code Section 409A is applicable to this Agreement, the parties intend that this Agreement and any payments and benefits hereunder comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A so as to avoid the imputation of any tax, penalty or interest under Code Section 409A. Notwithstanding anything herein to the contrary, this Agreement shall be construed, interpreted, operated and administered in a manner consistent with such intentions. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary:

(a) To the extent Code Section 409A is applicable to this Agreement, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder (a “Separation from Service”), and, for purposes of any such provision of this Agreement, references to “terminate,” “termination,” “termination of employment,” “resigns” and like terms shall mean Separation from Service.

(b) If Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of Executive’s Separation from Service, Executive shall not be entitled to any payment or benefit on account of Executive’s Separation from Service, until the earlier of (1) the date that is six (6) months after Executive’s Separation from Service for any reason other than death or (2) the date of Executive’s death. The provisions of this Section 3(b) shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A on Executive. Any amounts otherwise payable to Executive upon or in the six (6) month period following Executive’s Separation from Service that are not so paid by reason of this Section 13(b) shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after Executive’s Separation from Service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of Executive’s death).

(c) Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement, including, without limitation, under Section 3.3, shall be treated as a right to a series of separate and distinct payments.

(d) With regard to any provision in this Agreement that provides for reimbursement of expenses or in-kind benefits (except for any expense, reimbursement or in-kind benefit provided pursuant to this Agreement that does not constitute a “deferral of compensation,” within the meaning of Treasury Regulation Section 1.409A-1(b)), (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (ii) such payment shall be made within thirty (30) days following the submission of appropriate documentation required by the Company and in no event later than the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

 

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14. EMPLOYMENT TAXES

All payments made pursuant to this Agreement shall be subject to withholding of all applicable income, employment and other taxes.

(Signature Page Follows)

 

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IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first set forth above.

 

EXECUTIVE:

/s/ Pascal Van Dooren

Pascal Van Dooren

 

COMPANY:
AVALARA, INC.
By:  

/s/ Alesia Pinney

  Alesia Pinney
  Executive Vice President, General Counsel and Secretary

 

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APPENDIX A

DEFINITIONS

Capitalized terms used below that are not defined in this Appendix A have the meanings set forth in the Executive Employment Agreement (the “Agreement”) to which this Appendix A is attached. As used in the Agreement,

1.Cause” means the occurrence of one or more of the following events:

(i) Executive’s gross negligence with respect to the business and affairs of the Company;

(ii) Executive’s willful disregard or neglect of Executive’s duties, including Executive’s violation of any material Company policy that continues for a period of ten (10) days following written notice thereof by the Company to Executive;

(iii) Executive’s act, or omission to act, intended to cause harm or damage to the business, property, operations, financial condition or reputation of the Company;

(iv) Executive’s material breach of any of the provisions of any written agreement between Executive and the Company breach that is not cured, to the extent susceptible to cure, within thirty (30) days after the Company has given written notice to Executive describing such breach;

(v) Executive’s commission of any act of embezzlement, fraud, theft and/or financial dishonesty with respect to the Company, including without limitation misappropriation of funds, properties and/or assets;

(vi) Executive’s breach of Executive’s fiduciary obligations, or disloyalty, to the Company;

(vii) Executive’s material breach of the Proprietary Information and Inventions Agreement between Executive and the Company; or

(viii) Executive’s conviction of, or plea of guilty or nolo contendere to, a felony or a crime involving theft, fraud, dishonesty, misrepresentation or sexual harassment.

The existence or non-existence of Cause shall be determined in good faith by the Company’s Board of Directors.

2.Change in Control” has the meaning of “Change in Control” as defined in the Company’s 2017 Equity Incentive Plan.

3.Code” means the Internal Revenue Code of 1986, as amended.

4.Effective Date” has the meaning set forth in the preamble of the Agreement.

 

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5.Good Reason” means, without Executive’s express, written consent:

(i) any material breach by the Company of the Agreement;

(ii) a material reduction in Executive’s level of responsibility, duties or authority;

(iii) a material reduction in Executive’s then-in-effect base salary (other than a reduction that is equal in percentage to, or smaller than, that imposed upon other executives in the Company); or

(iv) relocation of Executive’s principal office to a location more than fifty (50) miles from Executive’s then-current principal office.

6.Severance Payments” has the meaning set forth in Section 3.3(a)(iv) of the Agreement.

7.Successor Company” means the surviving company or successor company (or parent company thereof) in connection with a Change in Control. References to “Company” in the Agreement with respect to Severance Payments payable following a qualifying termination of employment following a Change in Control shall also include a Successor Company, as applicable.

 

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APPENDIX B

FORM OF WASHINGTON RELEASE

In consideration for the payments and benefits to be provided pursuant to Section 3.3 of the Executive Employment Agreement (“Agreement”) entered into by and between                  (“Executive”) and Avalara, Inc., a Washington corporation (the “Company”), with an effective date of January 1, 2018, Executive agrees to the following:

(a) Executive represents that Executive has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court or before any arbitrator. To the extent prohibited by law, this paragraph does not prevent Executive from filing a charge or complaint or participating in government investigations. Nothing in this Release (this “Release”) is intended to or will be used in any way to limit Executive’s rights to communicate with a governmental agency, as provided for, protected under or warranted by applicable law. By signing this Release, Executive is waiving Executive’s right to recover any individual relief (including back pay, front pay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Executive or on Executive’s behalf by any third party, except for any right Executive may have to receive a payment from a governmental agency (and not the Company) for information provided to the governmental agency. Executive understands that he may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (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 that is filed under seal in a lawsuit or other proceeding.

(b) Executive expressly waives all claims against the Company and releases the Company, and any of the Company’s past, present or future parent, affiliated, related, and/or subsidiary entities, and all of the past and present directors, shareholders, officers, general or limited partners, employees, agents, and attorneys, and agents and representatives of such entities, and employee benefit plans in which Executive is or has been a participant by virtue of his or her employment with the Company (collectively, the “Releasees”), from any claims that Executive may have against the Company or the Releasees. It is understood that this Release includes, but is not limited to, any claims arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever, (1) Executive’s employment with the Company or its subsidiaries or the termination thereof or (2) Executive’s status at any time as a holder of any securities of the Company, including any claims for wages, stock or stock options, employment benefits or damages of any kind whatsoever arising out of any contracts, express or implied, any covenant of good faith and fair dealing, express or implied, any legal restriction on the Company’s right to terminate employment, or any federal, state or other governmental statute or ordinance, including, without limitation, the Employee Retirement Income Security Act of 1974, Title VII of the Civil Rights Act of 1964, the federal Age Discrimination in Employment Act, the Americans With Disabilities Act, the Family and Medical Leave Act, the Washington Law Against Discrimination Act, the Washington Family and Parental Leave Act, or any other legal limitation on the employment relationship; provided, however, notwithstanding anything to the contrary set forth herein, that this Release shall not extend to (i) benefit claims under employee pension benefit plans in which Executive is a participant by virtue of Executive’s employment with the Company or its subsidiaries or to benefit claims under employee welfare benefit plans for occurrences (e.g., medical care, death, or onset of disability) arising after the execution of this Release by Executive, (ii) Executive’s rights to severance pay and benefits under the Agreement;

 

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(iii) any claims Executive may have for indemnification pursuant to law, contract or Company policy, (iv) any claims for coverage under any applicable directors’ and officers’ insurance policy in accordance with the terms of such policy, or (v) any claims arising from events that occur after the date Executive signs this Release.

Executive understands that this Release includes a release of claims arising under the Age Discrimination in Employment Act (ADEA). Executive understands and warrants that Executive has been given a period of twenty-one (21) days to review and consider this Release or forty-five (45) days if Executive’s termination is part of a group reduction in force. Executive further warrants that Executive understands that, with respect to the release of age discrimination claims only, Executive has a period of seven (7) days after execution of this Release to revoke the release of age discrimination claims by notice in writing to the Company.

EXECUTIVE ACKNOWLEDGES ALL OF THE FOLLOWING:

(A) I HAVE CAREFULLY READ AND HAVE VOLUNTARILY SIGNED THIS RELEASE;

(B) I FULLY UNDERSTAND THE FINAL AND BINDING EFFECT OF THIS RELEASE, INCLUDING THE WAIVER OF CLAIMS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT; AND

(C) PRIOR TO SIGNING THIS RELEASE, I HAVE BEEN ADVISED OF MY RIGHT TO CONSULT, AND HAVE BEEN GIVEN ADEQUATE TIME TO REVIEW MY LEGAL RIGHTS, WITH AN ATTORNEY OF MY CHOICE.

 

 

Executive Signature

 

 

Executive Name (Print)

 

 

Date

 

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EX-10.13 18 d317509dex1013.htm LOAN AND SECURITY AGREEMENT LOAN AND SECURITY AGREEMENT

Exhibit 10.13

LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of June 6, 2016 (the “Effective Date”) among (a) SILICON VALLEY BANK, a California corporation “SVB”), in its capacity as administrative agent (“Agent”), (b) SVB, ALLY BANK, a Utah state bank (“Ally”), and each other Lender listed on Schedule 1 attached hereto and other financial institutions party hereto from time to time (each, a “Lender” and collectively, the “Lenders”), and (c) AVALARA, INC., a Washington corporation (“Borrower”), provides the terms on which Lenders shall lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:

 

  1. ACCOUNTING AND OTHER TERMS

Accounting terms not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP on a consolidated basis. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 14. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

 

  2. LOAN AND TERMS OF PAYMENT

2.1 Promise to Pay. Borrower hereby unconditionally promises to pay to Agent, for the benefit of each Lender in accordance with its respective Pro Rata Share, the outstanding principal amount of all Credit Extensions and accrued and unpaid interest thereon as and when due in accordance with this Agreement.

2.1.1 Revolving Advances.

(a) Availability. Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, to make Advances to Borrower according to each Lender’s Revolving Line Commitment as set forth on Schedule 1 hereto, in an aggregate amount not exceeding, at any time outstanding, the Availability Amount. Amounts borrowed under the Revolving Line may be repaid and, prior to the Revolving Line Maturity Date, reborrowed, without penalty or premium, subject to the applicable terms and conditions precedent herein.

(b) Termination; Repayment. The Revolving Line terminates on the Revolving Line Maturity Date, when the principal amount of all Advances, the unpaid interest thereon, and all other Obligations relating to the Revolving Line shall be immediately due and payable.

2.1.2 Term Loan.

(a) Availability. Subject to the terms and conditions of this Agreement, the Lenders, severally and not jointly, shall make one (1) term loan (the “Term Loan”) available to Borrower on the Effective Date in an aggregate principal amount of up to Twenty Five Million Dollars ($25,000,000.00); provided that a portion of the proceeds of the Term Loan shall be used to repay in full Borrower’s outstanding Existing SVB Obligations. Borrower hereby authorizes Agent to apply such proceeds to the Existing SVB Obligations as part of the funding process without actually depositing such funds in an account of Borrower.

(b) Interest Period. Commencing on the first (1st) Payment Date of the month following the month in which the Funding Date of the Term Loan occurs, and continuing on each Payment Date thereafter, Borrower shall make monthly payments of interest on the outstanding principal amount of the Term Loan at the rate set forth in Section 2.3(a).

(c) Repayment. Commencing on July 1, 2017 and continuing on each Payment Date thereafter, Borrower shall repay the Term Loan in (i) twenty-four (24) equal monthly installments of principal, based on a forty-eight (48) month amortization schedule; plus (ii) monthly payments of accrued interest at the rate set forth in Section 2.3(a). All outstanding principal and accrued and unpaid interest with respect to the Term Loan, and all other outstanding Obligations with respect to the Term Loan, are due and payable in full on the Term Loan Maturity Date. Once repaid, no portion of the Term Loan may be reborrowed.


(d) Voluntary Prepayment. Borrower shall have the option to prepay all or any portion of the Term Loan, provided Borrower (i) provides written notice to Agent of its election to prepay the Term Loan at least ten (10) days prior to such prepayment and (ii) pays, on the date of such prepayment, (a) the principal amount of the Term Loan to be repaid and accrued but unpaid interest, plus (b) the applicable Term Loan Prepayment Premium, plus (c) all other sums, including Lenders’ Expenses, if any, that shall have become due and payable. Voluntary prepayments hereunder shall be in a minimum principal amount of Five Million Dollars ($5,000,000.00) and increments of One Million Dollars ($1,000,000.00) in excess thereof (or if less, the then-remaining outstanding principal balance of the Term Loan).

(e) Mandatory Prepayment upon an Acceleration. If the Term Loan is accelerated following the occurrence of an Event of Default (including, without limitation, an Event of Default pursuant to Section 8.5 hereof), Borrower shall immediately pay to Agent, for the ratable benefit of the Term Loan Lenders, an amount equal to the sum of (i) all outstanding principal of the Term Loan and accrued but unpaid interest thereon, plus (ii) the Term Loan Prepayment Premium on the full outstanding principal balance of the Term Loan, plus (iii) all other sums, including Lender Expenses, if any, that shall have become due and payable.

2.2 Overadvances. If, at any time, the outstanding principal amount of any Advances exceeds the lesser of either the Revolving Line or the Borrowing Base, Borrower shall immediately pay to Agent, for the ratable benefit of the Lenders in cash the amount of such excess (such excess, the “Overadvance”). Without limiting Borrower’s obligation to repay Agent and the Lenders any Overadvance, Borrower agrees to pay Agent, for the ratable benefit of the Lenders, interest on the outstanding amount of any Overadvance, on demand, at the Default Rate.

2.3 Payment of Interest on the Credit Extensions.

(a) Interest Rate.

(i) Advances. Subject to Section 2.3(b), the principal amount outstanding under the Revolving Line shall accrue interest at a floating per annum rate equal to the Prime Rate plus two percent (2.00%), which interest shall be payable monthly in accordance with Section 2.3(d) below.

(ii) Term Loan Advance. Subject to Section 2.3(b), the principal amount outstanding under the Term Loan Advance shall accrue interest at a floating per annum rate equal to the Prime Rate plus three percent (3.00%), which interest shall be payable monthly.

(b) Default Rate. Immediately upon the occurrence and during the continuance of an Event of Default, Obligations shall bear interest at a rate per annum which is five percent (5.00%) above the rate that is otherwise applicable thereto (the “Default Rate”). Fees and expenses which are required to be paid by Borrower pursuant to the Loan Documents (including, without limitation, Lenders’ Expenses) but are not paid when due shall bear interest until paid at a rate equal to the highest rate applicable to the Obligations. Payment or acceptance of the increased interest rate provided in this Section 2.3(b) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Agent or the Lenders.

(c) Adjustment to Interest Rate. Changes to the interest rate of any Credit Extension based on changes to the Prime Rate shall be effective on the effective date of any change to the Prime Rate and to the extent of any such change.

(d) Payment; Interest Computation. Interest is payable monthly on each Payment Date and shall be computed on the basis of a 360-day year for the actual number of days elapsed. In computing interest, (i) all payments received after 12:00 noon Pacific time on any day shall be deemed received at the opening of business on the next Business Day, and (ii) the date of the making of any Credit Extension shall be included and the date of payment shall be excluded; provided, however, that if any Credit Extension is repaid on the same day on which it is made, such day shall be included in computing interest on such Credit Extension.

 

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2.4 Fees. Borrower shall pay to Agent for the benefit of each Lender:

(a) Term Loan Commitment Fee. A fully earned, non-refundable Term Loan commitment fee of One Hundred Twenty-Five Thousand Dollars ($125,000.00), due and payable on the Effective Date;

(b) Revolving Line Commitment Fee. A fully earned, non-refundable Revolving Line commitment fee of One Hundred Twenty-Five Thousand Dollars ($125,000.00), due and payable on the Effective Date;

(c) Term Loan Prepayment Premium. The applicable portion of the Term Loan Prepayment Premium, when due hereunder;

(d) Unused Revolving Line Facility Fee. Payable quarterly in arrears on the last day of each calendar quarter occurring prior to the Revolving Line Maturity Date, and on the Revolving Line Maturity Date, a fee (the “Unused Revolving Line Facility Fee”) in an amount equal to one half of one percent (0.50%) per annum of the average unused portion of the Revolving Line for such calendar quarter. The average unused portion of the Revolving Line for such quarter, for purposes of this calculation, shall be the difference between (x) the Revolving Line, and (y) the average daily closing balance of the Revolving Line outstanding during the quarter; and

(e) Lenders’ Expenses. All Lenders’ Expenses (including reasonable attorneys’ fees and expenses for documentation and negotiation of this Agreement) incurred through and after the Effective Date, when due (or, if no stated due date, upon demand by Agent or the applicable Lenders).

(f) Fees Fully Earned. Unless otherwise provided in this Agreement or in a separate writing by Agent and/or the applicable Lender, Borrower shall not be entitled to any credit, rebate, or repayment of any fees earned by Agent or any Lender pursuant to this Agreement notwithstanding any termination of this Agreement or the suspension or termination of any Lender’s obligation to make loans and advances hereunder. Agent may deduct amounts owing by Borrower under the clauses of this Section 2.4 pursuant to the terms of Section 2.5(c). Agent shall provide Borrower written notice of deductions made from the Designated Deposit Account pursuant to the terms of the clauses of this Section 2.4.

2.5 Payments; Pro Rata Treatment; Application of Payments; Debit of Accounts.

(a) All payments (including prepayments) to be made by Borrower under any Loan Document shall be made to Agent for the Account of Lenders, at the Funding Office in immediately available funds in Dollars, without setoff or counterclaim, before 12:00 noon Pacific time on the date when due. Agent shall distribute such payments to Lenders in like funds as set forth in Section 2.7. Payments of principal and/or interest received after 12:00 noon Pacific time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment shall be due the next Business Day, and additional fees or interest, as applicable, shall continue to accrue until paid.

(b) Each borrowing by Borrower from Lenders hereunder shall be made according to the respective Term Loan Commitment Percentages, or Revolving Line Commitment Percentages, as the case may be, of the relevant Lenders.

(c) Each payment (including each prepayment) by Borrower on account of principal or interest on Advances under the Revolving Line shall be applied according to each Lender’s Pro Rata Share of the outstanding principal amounts of the Advances.

(d) Except as otherwise provided herein, each payment (including each prepayment) by Borrower on account of principal or interest on the Term Loan shall be applied according to each Lender’s Pro Rata Share of the outstanding principal amount of the Term Loan. The amount of each principal prepayment of the Term Loan shall be applied to reduce the then remaining installments of the Term Loan based upon each Lender’s Pro Rata Share.

 

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(e) Agent and the Lenders have the exclusive right to determine the order and manner in which all payments with respect to the Obligations may be applied. Borrower shall have no right to specify the order or the accounts to which Agent shall allocate or apply any payments required to be made by Borrower to Agent or otherwise received by Agent or any Lender under this Agreement when any such allocation or application is not specified elsewhere in this Agreement.

(f) Agent or any of the Lenders may debit any of Borrower’s deposit accounts, including the Designated Deposit Account, for principal and interest payments or any other amounts Borrower owes Agent or any Lender when due. These debits shall not constitute a set-off.

(g) Unless Agent shall have been notified in writing by Borrower prior to the date of any payment due to be made by Borrower hereunder that Borrower will not make such payment to Agent, Agent may assume that Borrower is making such payment, and Agent may, but shall not be required to, in reliance upon such assumption, make available to Lenders their respective Pro Rata Share of a corresponding payment amount. If such payment is not made to Agent by Borrower within three (3) Business Days after such due date, Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of Agent or any Lender against Borrower.

2.6 Withholding. Payments received by Agent or any Lender from Borrower under this Agreement will be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority (including any interest, additions to tax or penalties applicable thereto). Specifically, however, if at any time any Governmental Authority, applicable law, regulation or international agreement requires Borrower to make any withholding or deduction from any such payment or other sum payable hereunder to Agent or any Lender, Borrower hereby covenants and agrees that the amount due from Borrower with respect to such payment or other sum payable hereunder will be increased to the extent necessary to ensure that, after the making of such required withholding or deduction, Agent and each applicable Lender receive a net sum equal to the sum which each would have received had no withholding or deduction been required, and Borrower shall pay the full amount withheld or deducted to the relevant Governmental Authority. Borrower will, upon request, furnish Agent with proof reasonably satisfactory to Agent indicating that Borrower has made such withholding payment; provided, however, that Borrower need not make any withholding payment if the amount or validity of such withholding payment is contested in good faith by appropriate and timely proceedings and as to which payment in full is bonded or reserved against by Borrower. The agreements and obligations of Borrower contained in this Section 2.6 shall survive the termination of this Agreement.

2.7 Settlement Procedures.

(a) If Agent receives any payment for the account of Lenders on or prior to 12:00 noon (Pacific time) on any Business Day, Agent shall pay to each applicable Lender such Lender’s Pro Rata Share of such payment on such Business Day. If Agent receives any payment for the account of Lenders after 12:00 noon (Pacific time) on any Business Day, Agent shall pay to each applicable Lender such Lender’s Pro Rata Share of such payment on the next Business Day.

(b) In addition to and without limiting the foregoing, upon notice from Agent, each Lender shall transfer to Agent (as provided below) or Agent shall transfer to each Lender, such amounts as are necessary to insure that the amount of Advances made by each Lender shall be equal to such Lender’s Revolving Line Commitment Percentage of all Advances outstanding as of the date of such notice. If such notice is provided prior to 10:00 a.m. (Pacific time) time on a Business Day, such transfers shall be made in immediately available funds no later than the close of business on such day; and, if received after 10:00 a.m. (Pacific time), then no later than 12:00 noon (Pacific time) on the next Business Day. The obligation of each Lender to transfer such funds is irrevocable, unconditional and without recourse to or warranty by Agent. If and to the extent any Lender shall not have so made its transfer to Agent, such Lender agrees to pay to Agent, on demand, such amount, with interest thereon, for each day from such date until the date such amount is paid to Agent, equal to the greater of (i) the Federal Funds Effective Rate or (ii) a rate determined by Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing, or similar fees customarily charged by Agent in connection with the foregoing.

 

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  3. CONDITIONS OF LOANS

3.1 Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make the initial Credit Extension is subject to the condition precedent that Agent and each Lender shall have received, in form and substance satisfactory to Agent and such Lenders, such documents, and completion of such other matters, as Agent and such Lenders may reasonably deem necessary or appropriate, including, without limitation:

(a) duly executed original signatures to the Loan Documents;

(b) duly executed original signatures to the Control Agreement(s);

(c) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation as of a date no earlier than thirty (30) days prior to the Effective Date;

(d) duly executed original signatures to the completed Borrowing Resolutions for Borrower;

(e) evidence that the Prior Loan Agreement, together with all documents and agreements executed in connection therewith, shall have been terminated and all amounts thereunder shall have been paid in full, it being acknowledged and agreed by SVB, as “Bank” under the Prior Loan Agreement, that (i) SVB waives any prior written notice requirements of such repayment; and (ii) such repayment in full under the Prior Loan Agreement shall not include any “2015 Prepayment Premium” (as such term is defined in the Prior Loan Agreement), and payment of any 2015 Prepayment Premium that otherwise may be due and owing to SVB (as “Bank” under the Prior Loan Agreement) as a result of any such repayment in full is hereby waived in full by SVB (as “Bank” under the Prior Loan Agreement);

(f) evidence that (i) the Liens securing the Existing SVB Obligations under the Prior Loan Agreement will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens in favor of SVB under such Prior Loan Agreement, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension hereunder, be terminated;

(g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto;

(h) evidence satisfactory to Agent that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and additional insured clauses or endorsements in favor of Agent;

(i) certified copies, dated as of a recent date, of financing statement searches, as Agent may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;

(j) executed copies of the Subordinated SVB Loan and Security Agreement, together with all documents executed and/or delivered in connection therewith;

(k) duly executed original signatures to (i) the Lender Intercreditor Agreement; and (ii) the SVB Subordination Agreement;

(l) an opinion of Borrower’s counsel in form and covering such matters as are acceptable to Lenders in their discretion; and

(m) payment of the fees and Lender Expenses then due as specified in Section 2.4 hereof.

 

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3.2 Conditions Precedent to all Credit Extensions. Each Lender’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent:

(a) timely receipt of an executed Transaction Report and/or Payment/Advance Form, as applicable;

(b) the representations and warranties in Section 5 of this Agreement shall be true, accurate, and complete in all material respects on the date of the Transaction Report and/or Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 of this Agreement remain true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and

(c) Agent and each Lender determine to their satisfaction that there has not been a Material Adverse Change.

3.3 Covenant to Deliver. Borrower agrees to deliver to Agent and each Lender each item required to be delivered to Agent under this Agreement as a condition precedent to any such Credit Extension. Borrower expressly agrees that a Credit Extension made prior to the receipt by Agent and each Lender of any such item shall not constitute a waiver by Agent or Lenders of Borrower’s obligation to deliver such item, and the making of any such Credit Extension in the absence of a required item shall be made in each Lender’s sole discretion.

3.4 Procedures for Borrowing.

(a) Subject to the prior satisfaction of all other applicable conditions to the making of a Credit Extension set forth in this Agreement, to obtain a Credit Extension, Borrower shall notify Agent and each Lender (which notice shall be irrevocable) by electronic mail, facsimile, or telephone by 12:00 noon (Pacific time) on the Funding Date of the Credit Extension. Together with any such electronic or facsimile notification, Borrower shall deliver to Agent and each Lender by electronic mail or facsimile (a) a completed Transaction Report for Advances under the Revolving Line or (b) a completed Payment/Advance Form for all other Credit Extensions, in either case executed by a Responsible Officer or his or her designee. Agent on behalf of each Lender may rely on any telephone notice given by a person whom Agent believes is a Responsible Officer or designee. Agent shall credit the Credit Extensions to the Designated Deposit Account. Agent on behalf of each Lender may make Credit Extensions under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Credit Extensions are necessary to meet Obligations which have become due.

(b) Unless Agent shall have been notified in writing by any Lender prior to the date of any Credit Extension that such Lender will not make the amount that would constitute its share of such borrowing available to Agent, Agent may assume that such Lender is making such amount available to Agent, and Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such amount is not made available to Agent by the required time on the Funding Date therefor, such Lender shall pay to Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate or (ii) a rate determined by Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to Agent. If such Lender’s share of such Credit Extension is not made available to Agent by such Lender within three (3) Business Days after such Funding Date, Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to the Term Loan or to Advances under the Revolving Line, as applicable, on demand, from Borrower.

 

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  4. CREATION OF SECURITY INTEREST

4.1 Grant of Security Interest. Borrower hereby grants Agent, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Agent, for the ratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof.

Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with SVB. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes SVB thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and SVB to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Agent’s Lien in this Agreement).

If this Agreement is terminated, Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time, Agent shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (x) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (y) this Agreement is terminated, Agent shall terminate the security interest granted herein upon Borrower providing to SVB cash collateral acceptable to SVB in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to SVB cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency, then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by SVB in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

4.2 Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that are permitted pursuant to the terms of this Agreement to have superior priority to Agent’s Lien under this Agreement). If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Agent in a writing signed by Borrower of the general details thereof and grant to Agent, for the ratable benefit of the Lenders, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Agent.

4.3 Authorization to File Financing Statements. Borrower hereby authorizes Agent, on behalf of the Lenders, to file financing statements, without notice to Borrower, with all appropriate jurisdictions to perfect or protect Agent’s and Lenders’ interest or rights hereunder, including a notice that any disposition of the Collateral, except as permitted herein, by either Borrower or any other Person, shall be deemed to violate the rights of Agent under the Code.

 

  5. REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants as follows:

5.1 Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Agent a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Agent that except as Borrower may hereafter disclose to Agent pursuant to Section 7.2 below: (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well

 

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as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Agent of such occurrence and provide Agent with Borrower’s organizational identification number.

The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.

5.2 Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to grant a Lien hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than SVB or SVB’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Agent in connection herewith and which Borrower has taken such actions as are necessary to give Agent, for the ratable benefit of the Lenders, a perfected security interest therein, pursuant to, and to the extent required to by, the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors.

The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or at Permitted Locations (as defined below). None of the components of the Collateral shall be maintained at locations other than (i) as provided in the Perfection Certificate; (ii) locations where movable goods (such as laptop computers, mobile phones and the like) may be located from time to time with employees and consultants in the ordinary course of business; (iii) locations where Collateral may be temporarily located for sales, marketing, research, testing or demonstration purposes in the ordinary course of business; (iv) Inventory and components in transit, including Inventory in transit from foreign manufacturers and suppliers; (v) Inventory, raw materials, work business; (vi) co-location facilities and data centers where Borrower maintains Equipment in the ordinary course of business; (vii) locations as to which Borrower has given Agent notice pursuant to Section 7.2; and (viii) other locations where Collateral with a fair market value of less than Two Hundred Fifty Thousand Dollars ($250,000.00) may be located at any one location (provided however, the aggregate fair market value of Collateral at all such locations shall not exceed Five Hundred Thousand Dollars ($500,000)) (the “Permitted Locations”).

Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers, distributors, resellers, manufacturers, suppliers and joint-development partners in the ordinary course of business, or as permitted under Section 7.1, (b) over-the-counter software that is commercially available to the public, (c) other Intellectual Property not material to the conduct of Borrower’s business, and (d) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate or as otherwise has been disclosed to Agent in writing from time to time. Each Patent which Borrower owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business.

 

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Except as noted on the Perfection Certificate, or as disclosed to Agent in writing from time to time after the Effective Date, Borrower is not a party to, nor is it bound by, any Restricted License.

5.3 Accounts Receivable. For any customer Account that generates Recurring Revenue, all statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing such customer Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be. All sales and other transactions underlying or giving rise to each customer Account that generates Recurring Revenue shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are customer Accounts that generate Recurring Revenue. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all customer Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms. Borrower is the owner of and has the legal right to sell, transfer, assign and encumber each customer Account, and there are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount.

5.4 Litigation. Except as disclosed to Agent from time to time pursuant to Section 6.2, there are no actions or proceedings pending or, to the knowledge of any Responsible Officer, threatened in writing by or against Borrower or any of its Subsidiaries involving more than, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00).

5.5 Financial Statements; Financial Condition. All consolidated financial statements for Borrower and any of its consolidated Subsidiaries delivered to Agent and each Lender fairly present in all material respects Borrower’s consolidated financial condition and Borrower’s consolidated results of operations as of the respective dates thereof and their results of operations for the respective period(s) covered thereby. There has not been any material deterioration in Borrower’s consolidated financial condition since the date of the most recent financial statements submitted to Agent and each Lender.

5.6 Solvency. The fair salable value of Borrower’s consolidated assets (including goodwill minus disposition costs) exceeds the fair value of Borrower’s liabilities; Borrower is not left with unreasonably small capital after the transactions in this Agreement; and Borrower is able to pay its debts (including trade debts) as they mature.

5.7 Regulatory Compliance. Borrower is not an “investment company” or a company “controlled” by an “investment company” under the Investment Company Act of 1940, as amended. Borrower is not engaged as one of its important activities in extending credit for margin stock (under Regulations X, T and U of the Federal Reserve Board of Governors). Borrower (a) has complied in all material respects with all Requirements of Law, and (b) has not violated any Requirements of Law the violation of which could reasonably be expected to have a material adverse effect on its business. None of Borrower’s or any of its Subsidiaries’ properties or assets has been used by Borrower or any Subsidiary or, to the best of Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting any hazardous substance other than legally. Borrower and each of its Subsidiaries have obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all Governmental Authorities that are necessary to continue their respective businesses as currently conducted except where failure to make such declarations, filings or notices could not have a material adverse effect on Borrower’s business or operations.

5.8 Subsidiaries; Investments. Borrower does not own any stock, partnership, or other ownership interest or other equity securities except for Permitted Investments.

5.9 Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required foreign, federal, state and material local tax returns and reports, and Borrower has timely paid all foreign, federal, state and material local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000.00).

 

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To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Agent in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a Permitted Lien. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

5.10 Use of Proceeds. Borrower shall use the proceeds of the Credit Extensions: (a) for the repayment in full of the Existing SVB Obligations; (b) as working capital; and (c) to fund its general business requirements, and not for personal, family, household or agricultural purposes.

5.11 Full Disclosure. No written representation, warranty or other statement of Borrower in any certificate or written statement given to Agent or any Lender, as of the date such representation, warranty, or other statement was made, taken together with all such written certificates and written statements given to Agent or any Lender, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in the certificates or statements not misleading (it being recognized by Agent and each Lender that the projections and forecasts provided by Borrower in good faith and based upon reasonable assumptions are not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results).

5.12 Definition of “Knowledge.” For purposes of the Loan Documents, whenever a representation or warranty is made to Borrower’s knowledge or awareness, to the “best of” Borrower’s knowledge, or with a similar qualification, knowledge or awareness means the actual knowledge, after reasonable investigation, of any Responsible Officer.

 

  6. AFFIRMATIVE COVENANTS.

Borrower shall do all of the following:

6.1 Government Compliance.

(a) Maintain its and all its Subsidiaries’ legal existence and good standing in their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on Borrower’s business or operations; provided, that (a) the legal existence of any Subsidiary that is not a Guarantor may be terminated or permitted to lapse, and any qualification of such Subsidiary to do business may be terminated or permitted to lapse, if, in the good faith judgment of Borrower, such termination or lapse is in the best interests of Borrower and its Subsidiaries, taken as a whole, and (b) Borrower may not permit its qualification to do business in the jurisdiction of its chief executive office to terminate or lapse; and provided, further, that this Section 6.1 shall not be construed to prohibit any other transaction that is otherwise expressly permitted in Section 7 of this Agreement. Borrower shall comply, and have each Subsidiary comply, in all material respects, with all laws, ordinances and regulations to which it is subject.

(b) Obtain all of the Governmental Approvals necessary for the performance by Borrower of its obligations under the Loan Documents to which it is a party and the grant of a security interest to Agent, for the ratable benefit of the Lenders, in the Collateral. Borrower shall promptly provide copies of any such obtained Governmental Approvals to Agent and Lenders.

6.2 Financial Statements, Reports, Certificates. Provide Agent and each Lender with the following:

(a) Monthly Reports. Within thirty (30) days after the last day of each month, (i) aged listings of accounts receivable and accounts payable (by invoice date), and (ii) a report of Borrower’s Deferred Revenue;

 

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(b) Transaction Reports. (i) With each request for an Advance and (ii) within thirty (30) days after the last day of each month, a Transaction Report (and any other schedules and reports related thereto as Agent may reasonably request);

(c) Monthly Financial Statements. As soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated (with respect to Avalara and its Subsidiaries) balance sheet, statement of cash flows and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Agent (the “Monthly Financial Statements”);

(d) Quarterly Lenders’ Meeting. Quarterly, as soon as practicable, but no later than forty-five (45) days after the end of each fiscal quarter, one or more Responsible Officers shall meet with the Lenders to discuss Borrower’s past performance and future plans, in detail reasonable acceptable to the Lenders;

(e) Monthly Compliance Certificate. Within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Agent may reasonably request;

(f) Annual Operating Budget and Financial Projections. Within forty-five (45) days after the end of each fiscal year of Borrower, (i) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower, and (ii) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s Board, together with any related business forecasts used in the preparation of such annual financial projections;

(g) Annual Audited Financial Statements. As soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion;

(h) 409A Valuation Report. Within thirty (30) days after receipt by Borrower, a copy of Borrower’s 409A valuation report; provided that such reports shall no longer be required after such time (if any) as Borrower becomes subject to the reporting requirements under the Exchange Act;

(i) Other Statements. Within five (5) days of delivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt;

(j) SEC Filings. In the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) Business Days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address or at such time as such documents are posted electronically on a publicly available site; provided, however, Borrower shall promptly notify Agent and Lenders in writing (which may be by electronic mail) that it has become subject to the reporting requirements under the Exchange Act and if it ceases to be subject to such reporting requirements;

(k) Legal Action Notice. A prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00) or more; and

(l) Other Financial Information. Other financial information reasonably requested by Agent or any Lender.

 

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6.3 Inventory; Returns. Keep all Inventory in good and marketable condition, free from material defects. Returns and allowances between Borrower and its Account Debtors shall follow Borrower’s customary practices as they exist at the Effective Date; provided that for those that do not follow Borrower’s customary practices, Borrower must promptly notify Agent of such returns, recoveries, disputes and claims that involve more than Five Hundred Thousand Dollars ($500,000.00).

6.4 Taxes; Pensions. Timely file, and require each of its Subsidiaries to timely file, all required tax returns and reports and timely pay, and require each of its Subsidiaries to timely pay, all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower and each of its Subsidiaries, except for deferred payment of any taxes contested pursuant to the terms of Section 5.9 hereof, and shall deliver to Agent, on demand, appropriate certificates attesting to such payments, and pay all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms.

6.5 Insurance.

(a) Keep its business and the Collateral insured for risks and in amounts standard for companies in Borrower’s industry and location and as Agent may reasonably request. Insurance policies shall be in a form, with financially sound and reputable insurance companies that are not Affiliates of Borrower, and in amounts that are satisfactory to Agent. All property policies shall have a lender’s loss payable endorsement showing Agent as lender loss payee. All liability policies shall show, or have endorsements showing Agent as an additional insured. Agent shall be named as lender loss payee and/or additional insured with respect to any such insurance providing coverage in respect of any Collateral.

(b) Proceeds payable under any property policy are, at Agent’s option, payable to Agent for the ratable benefit of the Lenders on account of the Obligations.

(c) At Agent’s or and Lender’s request, Borrower shall deliver copies of insurance policies and evidence of all premium payments. Each provider of any such insurance required under this Section 6.5 shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to Agent, that it will give Agent thirty (30) days prior written notice before any such policy or policies shall be materially altered or canceled; provided, however, that Borrower may increase coverage without such prior notice; and provided, further, that prior notice shall not be required if Borrower obtains equal or superior coverage at the time of any such cancellation so long as Borrower has provided Agent with evidence satisfactory to Agent that such insurance policies and all endorsements required by Section 6.5 hereof are in full force and effect. If Borrower fails to obtain insurance as required under this Section 6.5 or to pay any amount or furnish any required proof of payment to third persons and Agent, Agent and/or the Lenders may make all or part of such payment or obtain such insurance policies required in this Section 6.5, and take any action under the policies Agent and Lenders deem prudent.

6.6 Operating Accounts.

(a) Maintain its primary operating and other deposit accounts and securities accounts with SVB and SVB’s Affiliates; provided, that Domestic Subsidiaries of Avalara shall be permitted to maintain accounts in existence as of the Effective Date (the “Existing Domestic Subsidiary Accounts”) at financial institutions other than SVB and SVB’s Affiliates, so long as either (i) such accounts become subject to a Control Agreement in favor of Agent in connection with the joinder of such Domestic Subsidiaries to this Agreement in accordance with the provisions of Section 6.13; or (ii) for any Existing Domestic Subsidiary Accounts that are at any time not subject to a Control Agreement in favor of Agent, the aggregate dollar amount in such Existing Domestic Subsidiary Accounts does not exceed One Hundred Thousand Dollars ($100,000.00) in the aggregate for all such Existing Domestic Subsidiary Accounts at any time, with amounts in excess thereof promptly, and in any event within three (3) Business Days, transferred to an account of Avalara maintained at SVB. Borrower will not be required to maintain with SVB its Customer Trust Account(s) or accounts in locations in which SVB does not offer account services that are required by Borrower; provided that such amounts are maintained in the ordinary course of Borrower’s business.

(b) Provide Agent five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than SVB or SVB’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall cause (and for accounts in countries outside of United States,

 

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Borrower shall use commercially reasonable efforts to cause) the applicable bank or financial institution (other than SVB) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Agent’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Agent. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Agent and the Lenders by Borrower as such.

6.7 Financial Covenants.

(a) Minimum Net Billings. For each trailing three-month period ending at the end of each month, commencing with the three month period ending June 30, 2016 and continuing through and including the three-month period ending February 28, 2018, maintain Net Billings of not less than eighty percent (80%) of the corresponding monthly amount indicated in the “Trailing 3 Month Net Billings” column of the Avalara Monthly Net Billings Projection, Consolidated Financial Model Version 3.4.1, dated May 26 2016, provided to Agent and the Lenders.

For the monthly period ending March 31, 2018 and each monthly period ending thereafter, the Minimum Net Billings requirements shall be determined by Agent, Lenders and Borrower following receipt of Borrower’s projections approved by the Board for the period from January 1, 2018 through March 31, 2019, as delivered in accordance with Section 6.2. The failure of Borrower, Agent and Lenders to mutually agree on the minimum Net Billings requirements in writing after good faith, reasonable negotiations, on or before March 31 of each fiscal year for the corresponding annual period shall result in an immediate Event of Default for which there shall be no grace or cure period.

(b) Minimum Liquidity. Minimum Liquidity, tested as of the last day of each month, in an amount equal to or greater than Ten Million Dollars ($10,000,000.00).

6.8 Protection and Registration of Intellectual Property Rights.

(a) (i) Use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property except where Borrower in the exercise of its reasonable business judgment deems it appropriate not to do so; (ii) promptly advise Agent in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Property; and (iii) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Agent’s written consent except where Borrower in the exercise of its reasonable business judgment deems it appropriate to do so.

(b) If Borrower (i) obtains any Patent, registered Trademark, registered Copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent or the registration of any Trademark, then Borrower shall provide written notice in the then-next Compliance Certificate required to be delivered hereunder and shall execute such intellectual property security agreements and other documents and take such other actions as Agent may request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Agent, for the ratable benefit of the Lenders, in such property. If Borrower decides to register any Copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Agent with at least fifteen (15) days prior written notice of Borrower’s intent to register such Copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Agent may request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Agent, for the ratable benefit of the Lenders, in the Copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Agent copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together with evidence of the recording of the intellectual property security agreement required for Agent to perfect and maintain, for the ratable benefit of the Lenders, a first priority perfected security interest in such property.

(c) Provide written notice to Agent within thirty (30) days of entering or becoming bound by any Restricted License (other than over-the-counter software that is commercially available to the public). Borrower shall use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed Collateral and for Agent, for the ratable benefit of the Lenders, to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Agent to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Agent’s rights and remedies under this Agreement and the other Loan Documents, in each case for the ratable benefit of the Lenders; provided, however, so long as Borrower expends such commercially reasonable efforts the failure to obtain such consent or waiver shall not be an Event of Default.

 

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6.9 Litigation Cooperation. From the date hereof and continuing through the termination of this Agreement, make available to Agent, without expense to Agent, Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Agent may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to Borrower.

6.10 Access to Collateral; Books and Records. Allow Agent, or its agents, at reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every twelve (12) months (or more frequently as conditions may warrant) unless an Event of Default has occurred and is continuing, in which case such inspections and audits shall occur as often as Agent or any Lender shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be One Thousand Dollars ($1,000.00) per person per day (or such higher amount as shall represent Agent’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Agent schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Agent, then (without limiting any of Agent’s rights or remedies), Borrower shall pay Agent a fee of One Thousand Dollars ($1,000.00) plus any out-of-pocket expenses incurred by Agent to compensate Agent for the anticipated costs and expenses of the cancellation or rescheduling.

6.11 Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Borrower or any Guarantor forms any direct or indirect domestic Subsidiary or acquires any direct or indirect domestic Subsidiary after the Effective Date, Borrower and such Guarantor shall, at Agent’s request, (a) cause such new Subsidiary to provide to Agent a joinder to this Agreement to cause such Subsidiary to become a co-borrower hereunder, or, if Agent so requests, a Guaranty, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Agent (including being sufficient to grant Agent, for the ratable benefit of the Lenders, a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Agent appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Agent; provided, that, with respect to Avalara UK, such pledge of Avalara’s direct ownership interest in Avalara UK shall be limited to sixty-six percent (66%) of the voting stock or other equity interest and one hundred percent (100%) of all other ownership interest of Avalara in Avalara UK, and (c) provide to Agent all other documentation in form and substance satisfactory to Agent which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.11 shall be a Loan Document.

6.12 Further Assurances. Execute any further instruments and take further action as Agent reasonably requests to perfect or continue Agent’s Lien in the Collateral or to effect the purposes of this Agreement; provided, however, Borrower shall not be required to provide for Agent to have possession or control over, or to designate Agent as consignee under, any documents or instruments (such as bills of lading, air bills and the like) covering goods being imported from foreign suppliers and manufacturers unless Agent determines in its good faith business judgment that such possession, control or designation is necessary and appropriate to protect or enforce Agent’s

 

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rights and remedies. Deliver to Agent, within five (5) Business Days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a material effect on any of the Governmental Approvals or otherwise on the operations of Borrower or any of its Subsidiaries.

6.13 Post-closing Matters.

(a) On or before the date that is twenty (20) Business Days after the Effective Date (or such later date as Agent and the Requisite Lenders shall determine, in their sole discretion), Borrower shall deliver an executed landlord’s consent, in form and substance acceptable to the Agent and the Requisite Lenders, in their sole discretion, for the Borrower’s leased location at 100 2nd Avenue #300, Seattle, Washington 98101;

(b) On or before the date that is twenty (20) Business Days after the Effective Date (or such later date as Agent and the Requisite Lenders shall determine, in their sole discretion), Borrower shall cause each Domestic Subsidiary in existence as of the Effective Date, to execute a joinder to become a Borrower under this Agreement and to join and/or execute and deliver each other Loan Document as would otherwise be required of a “Borrower” under this Agreement; and

(c) On or before the date that is thirty (30) Business Days after the Effective Date (or such later date as Agent and the Requisite Lenders shall determine, in their sole discretion), Borrower shall deliver an executed stock pledge agreement, in form and substance acceptable to the Agent, in its sole discretion, pledging sixty-six percent (66%) of the voting stock or other equity interest and one hundred percent (100%) of all other ownership interest of Avalara in Avalara UK.

 

  7. NEGATIVE COVENANTS

Borrower shall not do any of the following without the prior written consent of the Requisite Lenders:

7.1 Dispositions. Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory in the ordinary course of business; (b) of worn-out or obsolete Equipment that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the ordinary course of business of Borrower; (c) consisting of Permitted Liens and Permitted Investments; (d) consisting of the sale or issuance of any stock of Borrower not prohibited by Section 7.2 of this Agreement; (e) consisting of Borrower’s use or transfer of money or Cash Equivalents in the ordinary course of its business for the payment of ordinary course business expenses in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents; (f) of non-exclusive licenses for the use of the property of Borrower or its Subsidiaries in the ordinary course of business; and (g) consisting of payments on the Vogt Indebtedness up to an aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000.00), so long as no Event of Default has occurred or would occur as a result of any such payments and provided that such permitted amount shall reduce on a dollar-for-dollar basis as the principal portion of such indebtedness is repaid or otherwise satisfied.

7.2 Changes in Business, Management, Control, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) except as provided in Section 7.3, liquidate or dissolve; or (c) fail to provide notice to Agent of any Key Person departing from or ceasing to be employed by Borrower within five (5) days after his or her departure from Borrower; or (d) permit or suffer any Change in Control.

Borrower shall not, without at least thirty (30) days prior written notice to Agent: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Hundred Fifty Thousand Dollars ($250,000.00) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate;

 

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provided, however, that Borrower shall provide written notice to Agent if the aggregate value of Collateral stored at all such new offices or business locations is greater than or equal to Five Hundred Thousand Dollars ($500,000.00) (including notification of any new locations added at such time), (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) to a bailee, and Agent and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Agent, and such bailee shall execute and deliver a bailee agreement in form and substance satisfactory to Agent; provided, however that consent of Agent shall not be required if Borrower obtains such a bailee agreement in advance of delivery of the Collateral.

7.3 Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person (including, without limitation, by the formation of any Subsidiary), except for Permitted Acquisitions. A Subsidiary, including, without limitation, any Borrower (other than Avalara), may dissolve, merge or consolidate with and into Avalara or any other Borrower.

7.4 Indebtedness. Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness; provided, that, with respect to any Permitted Intercompany Indebtedness, at the request of the Requisite Lenders, in their sole discretion, Borrower shall (i) cause such Permitted Intercompany Indebtedness to be evidenced by a promissory note issued by the applicable Foreign Subsidiary; and (ii) execute and deliver a collateral assignment (in form and substance acceptable to the Agent, in its sole discretion) of such promissory note in favor of Agent (for the benefit of the Lenders), with respect to any such promissory note.

7.5 Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Agent) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

7.6 Maintenance of Collateral Accounts. Maintain any Collateral Account except pursuant to the terms of Section 6.6(b) hereof.

7.7 Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock; provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof; (ii) Borrower may pay dividends solely in common stock; (iii) Borrower may repurchase the stock of former employees or consultants pursuant to stock repurchase agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided such repurchases do not exceed Five Hundred Thousand Dollars ($500,000.00) in the aggregate in any six (6) month period; (iv) Borrower may purchase fractional shares of its capital stock arising out of stock dividends, splits or combinations or business combinations, so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided such repurchases do not exceed Fifty Thousand Dollars ($50,000.00) in the aggregate in any fiscal year; and (v) any Borrower may pay dividends or make distributions to any other Borrower, or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

7.8 Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for (a) transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person, (b) Borrower’s sale of equity interests, including, without limitations, transactions constituting bona fide rounds of equity financing for capital raising purposes provided that

 

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such transactions are approved by the Board, (c) incurrence and issuance of Subordinated Debt, (d) employment arrangements with executive officers entered into in the ordinary course of business, consistent with past practice, on fair and reasonable terms, as approved by the Board, (e) reasonable and customary fees paid to members of the Board and its Subsidiaries, consistent with past practice, or (f) any transaction between Borrower and its Subsidiaries or between Borrower’s Subsidiaries in each case constituting Permitted Investments and/or Permitted Indebtedness.

7.9 Subordinated Debt. (a) Make or permit any payment on any Subordinated Debt, except under the terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Debt is subject, or (b) amend any provision in any document relating to the Subordinated Debt which would increase the amount thereof, provide for earlier or greater principal, interest, or other payments thereon, or adversely affect the subordination thereof to Obligations owed to the Lenders.

7.10 Compliance. Become an “investment company” or a company controlled by an “investment company”, under the Investment Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System), or use the proceeds of any Credit Extension for that purpose; fail to (a) meet the minimum funding requirements of ERISA, (b) prevent a Reportable Event or Prohibited Transaction, as defined in ERISA, from occurring, or (c) comply with the Federal Fair Labor Standards Act, the failure of any of the conditions described in clauses (a) through (c) which could reasonably be expected to have a material adverse effect on Borrower’s business; or violate any other law or regulation, if the violation could reasonably be expected to have a material adverse effect on Borrower’s business, or permit any of its Subsidiaries to do so; withdraw or permit any Subsidiary to withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any other event with respect to, any present pension, profit sharing and deferred compensation plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

 

  8. EVENTS OF DEFAULT

Any one of the following shall constitute an event of default (an “Event of Default”) under this Agreement:

8.1 Payment Default. Borrower fails to (a) make any payment of principal or interest on any Credit Extension when due, or (b) pay any other Obligations within three (3) Business Days after such Obligations are due and payable (which three (3) Business Day cure period shall not apply to payments due on the Revolving Line Maturity Date and/or the Term Loan Maturity Date). During the cure period, the failure to make or pay any payment specified under clause (b) hereunder is not an Event of Default (but no Credit Extension will be made during the cure period);

8.2 Covenant Default.

(a) Borrower fails or neglects to perform any obligation in Sections 2.2, 6.2, 6.4, 6.5, 6.6, 6.7, 6.8, 6.10, 6.11 or 6.12 or violates any covenant in Section 7; or

(b) Borrower fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Cure periods provided under this section shall not apply to financial covenants or any other covenants set forth in clause (a) above;

 

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8.3 Material Adverse Change. A Material Adverse Change occurs;

8.4 Attachment; Levy; Restraint on Business.

(a) (i) The service of process seeking to attach, by trustee or similar process, any funds of Borrower or of any entity under the control of Borrower (including a Subsidiary) in excess of Fifty Thousand Dollars ($50,000.00), or (ii) a notice of lien or levy is filed against any of Borrower’s assets by any Governmental Authority, and the same under subclauses (i) and (ii) hereof are not, within ten (10) days after the occurrence thereof, discharged or stayed (whether through the posting of a bond or otherwise); provided, however, no Credit Extensions shall be made during any ten (10) day cure period; or

(b) (i) any material portion of Borrower’s assets is attached, seized, levied on, or comes into possession of a trustee or receiver, or (ii) any court order enjoins, restrains, or prevents Borrower from conducting all or any material part of its business;

8.5 Insolvency. (a) Borrower, taken as a whole, ceases to be solvent as described under Section 5.6 hereof; (b) Borrower begins an Insolvency Proceeding; or (c) an Insolvency Proceeding is begun against Borrower and is not dismissed or stayed within forty-five (45) days (but no Credit Extensions shall be made while any of the conditions described in clause (a) exist and/or until any Insolvency Proceeding is dismissed);

8.6 Other Agreements. (a) any default or event of default occurs and is continuing under the Subordinated SVB Loan and Security Agreement, or (b) there is, under any other agreement to which Borrower or any Guarantor is a party with a third party or parties, (i) any default resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount individually or in the aggregate in excess of Five Hundred Thousand Dollars ($500,000.00); or (ii) any breach or default by Borrower or Guarantor, the result of which could have a material adverse effect on Borrower’s or any Guarantor’s business; provided, however, that the Event of Default under this Section 8.6 (b) caused by the occurrence of a default under such other agreement shall be cured or waived for purposes of this Agreement upon Agent receiving written notice from the party asserting such default of such cure or waiver of the default under such other agreement, if at the time of such cure or waiver under such other agreement (x) Agent has not declared an Event of Default under this Agreement and/or exercised any rights with respect thereto; (y) any such cure or waiver does not result in an Event of Default under any other provision of this Agreement or any Loan Document; and (z) in connection with any such cure or waiver under such other agreement, the terms of any agreement with such third party are not modified or amended in any manner which could in the good faith judgment of Agent be materially less advantageous to Borrower or any Guarantor.

8.7 Judgments; Penalties. One or more fines, penalties or final judgments, orders, or decrees for the payment of money in an amount, individually or in the aggregate, of at least Five Hundred Thousand Dollars ($500,000.00) (not covered by independent third-party insurance as to which liability has been accepted by such insurance carrier) shall be rendered against Borrower by any Governmental Authority, and the same are not, within ten (10) days after the entry, assessment or issuance thereof, discharged, satisfied, vacated, or paid, or after execution thereof stayed or bonded pending appeal, or such judgments are not satisfied, vacated or discharged prior to the expiration of any such stay (provided that no Credit Extensions will be made prior to the satisfaction, payment, discharge, stay, or bonding of such fine, penalty, judgment, order, or decree);

8.8 Misrepresentations. Borrower or any Person acting for Borrower makes any representation, warranty, or other statement now or later in this Agreement, any Loan Document or in any writing delivered to Agent and/or Lenders or to induce Agent and/or Lenders to enter this Agreement or any Loan Document, and such representation, warranty, or other statement is incorrect in any material respect when made;

8.9 Subordinated Debt. (a) Borrower shall be in breach of any document, instrument, or agreement evidencing any Subordinated Debt, (b) any Subordination Agreement shall for any reason be revoked or invalidated or otherwise cease to be in full force and effect, any Person shall be in breach thereof or contest in any manner the validity or enforceability thereof or deny that it has any further liability or obligation thereunder, or (c) the Obligations shall for any reason be subordinated or shall not have the priority contemplated by this Agreement, the Lender Intercreditor Agreement, the SVB Subordination Agreement or any other applicable Subordination Agreement; or

8.10 Governmental Approvals. Any Governmental Approval shall have been revoked, rescinded, suspended, modified in an adverse manner or not renewed in the ordinary course for a full term and such revocation, rescission, suspension, modification or non-renewal causes, or could reasonably be expected to cause, a Material Adverse Change.

 

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  9. RIGHTS AND REMEDIES

9.1 Rights and Remedies. If an Event of Default has occurred and is continuing, with the consent of Requisite Lenders, Agent may, or upon the request of Requisite Lenders, Agent shall, without notice or demand, do any or all of the following:

(a) declare all Obligations immediately due and payable (but if an Event of Default described in Section 8.5 occurs all Obligations are immediately due and payable without any action by Agent or Lenders);

(b) stop advancing money or extending credit for Borrower’s benefit under this Agreement or under any other agreement between Borrower and Agent or any Lender;

(c) for any Letters of Credit, demand that Borrower (i) deposit cash with SVB in an amount equal to at least 105% (for Letters of Credit denominated in Dollars) and at least 110% (for Letters of Credit denominated in a Foreign Currency) of the Dollar Equivalent of the aggregate face amount of all Letters of Credit remaining undrawn (plus, in each case, all interest, fees, and costs due or to become due in connection therewith (as estimated by SVB in its good faith business judgment)), to secure all of the Obligations relating to such Letters of Credit, as collateral security for the repayment of any future drawings under such Letters of Credit, and Borrower shall forthwith deposit and pay such amounts, and (ii) pay in advance all letter of credit fees scheduled to be paid or payable over the remaining term of any Letters of Credit;

(d) terminate any FX Contracts;

(e) verify the amount of, demand payment of and performance under, and collect any Accounts and General Intangibles, settle or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Agent considers advisable, notify any Person owing Borrower money of Agent’s security interest in such funds;

(f) make any payments and do any acts Agent or any Lender considers necessary or reasonable to protect the Collateral and/or its security interest in the Collateral;

(g) apply to the Obligations (i) any balances and deposits of Borrower it holds, or (ii) any amount held by Agent owing to or for the credit or the account of Borrower;

(h) ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral. Agent is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, Borrower’s labels, Patents, Copyrights, mask works, rights of use of any name, trade secrets, trade names, Trademarks, and advertising matter, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Agent’s exercise of its rights under this Section, Borrower’s rights under all licenses and all franchise agreements inure to Agent, for the ratable benefit of the Lenders;

(i) place a “hold” on any account maintained with Agent or Lenders and/or deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral;

(j) demand and receive possession of Borrower’s Books; and

(k) exercise all rights and remedies available to Agent and Lenders under the Loan Documents or at law or equity, including all remedies provided under the Code (including disposal of the Collateral pursuant to the terms thereof).

 

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9.2 Power of Attorney. Borrower hereby irrevocably appoints Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s name on any checks or other forms of payment or security; (b) sign Borrower’s name on any invoice or bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Agent or a third party as the Code permits. Borrower hereby appoints Agent as its lawful attorney-in-fact to sign Borrower’s name on any documents necessary to perfect or continue the perfection of Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Lenders are under no further obligation to make Credit Extensions hereunder. Agent’s foregoing appointment as Borrower’s attorney in fact, and all of Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and each Lender’s obligation to provide Credit Extensions terminates.

9.3 Protective Payments. If Borrower fails to obtain the insurance called for by Section 6.5 or fails to pay any premium thereon or fails to pay any other amount which Borrower is obligated to pay under this Agreement or any other Loan Document or which may be required to preserve the Collateral, Agent may obtain such insurance or make such payment, and all amounts so paid by Agent are Lender Expenses and immediately due and payable, bearing interest at the then highest rate applicable to the Obligations, and secured by the Collateral. Agent will make reasonable efforts to provide Borrower with notice of Agent obtaining such insurance at the time it is obtained or within a reasonable time thereafter. No payments by Agent are deemed an agreement to make similar payments in the future or Agent’s or and Lender’s waiver of any Event of Default.

9.4 Application of Payments and Proceeds Upon Default. If an Event of Default has occurred and is continuing, Agent shall have the right to apply in any order any funds in its possession, whether from Borrower account balances, payments, proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, or otherwise, to the Obligations. Agent shall pay any surplus to Borrower by credit to the Designated Deposit Account or to other Persons legally entitled thereto; Borrower shall remain liable to Agent and the Lenders for any deficiency. If Agent, directly or indirectly, enters into a deferred payment or other credit transaction with any purchaser at any sale of Collateral, Agent, with the consent of the Requisite Lenders, shall have the option, exercisable at any time, of either reducing the Obligations by the principal amount of the purchase price or deferring the reduction of the Obligations until the actual receipt by Agent of cash therefor.

9.5 Liability for Collateral. So long as Agent and Lenders complies with reasonable banking practices regarding the safekeeping of the Collateral in their possession or under the control of Agent and/or Lenders, Agent and Lenders shall not be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage to the Collateral; (c) any diminution in the value of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other Person. Borrower bears all risk of loss, damage or destruction of the Collateral.

9.6 No Waiver; Remedies Cumulative. Agent’s and any Lender’s failure, at any time or times, to require strict performance by Borrower of any provision of this Agreement or any other Loan Document shall not waive, affect, or diminish any right of Agent or any Lender thereafter to demand strict performance and compliance herewith or therewith. No waiver hereunder shall be effective unless signed by the party granting the waiver and then is only effective for the specific instance and purpose for which it is given. Agent’s and each Lender’s rights and remedies under this Agreement and the other Loan Documents are cumulative. Agent and each Lender have all rights and remedies provided under the Code, by law, or in equity. Agent’s or any Lender’s exercise of one right or remedy is not an election and shall not preclude Agent or any Lender from exercising any other remedy under this Agreement or other remedy available at law or in equity, and Agent’s or any Lender’s waiver of any Event of Default is not a continuing waiver. Agent’s or any Lender’s delay in exercising any remedy is not a waiver, election, or acquiescence.

9.7 Demand Waiver. Borrower waives demand, notice of default or dishonor, notice of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees held by Agent on which Borrower is liable.

 

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  10. AGENT

10.1 Appointment and Authority.

(a) Each Lender hereby irrevocably appoints SVB to act on its behalf as Agent hereunder and under the other Loan Documents and authorizes Agent to take such actions on its behalf and to exercise such powers as are delegated to Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.

(b) The provisions of this Section 10 are solely for the benefit of Agent and Lenders, and Borrower shall not have rights as a third party beneficiary of any of such provisions. Notwithstanding any provision to the contrary elsewhere in this Agreement, Agent shall not have any duties or responsibilities to any Lender or any other Person, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent.

10.2 Delegation of Duties. Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by Agent. Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Section 10.2 shall apply to any such sub-agent and to the Related Parties of Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent.

10.3 Exculpatory Provisions. Agent shall have no duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, Agent shall not:

(a) be subject to any fiduciary, trust, agency or other similar duties, regardless of whether any Default or any Event of Default has occurred and is continuing;

(b) have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that Agent is required to exercise as directed in writing by Requisite Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), as applicable; provided that Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose Agent to liability or that is contrary to any Loan Document or applicable law; and

(c) except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and Agent shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by any Person serving as Agent or any of its Affiliates in any capacity.

Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of Requisite Lenders (or such other number or percentage of Lenders as shall be necessary, or as Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 13.7) or (ii) in the absence of its own gross negligence or willful misconduct.

Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any

 

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certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to Agent.

10.4 Reliance by Agent. Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Credit Extension that, by its terms, must be fulfilled to the satisfaction of a Lender, Agent may presume that such condition is satisfactory to such Lender unless Agent shall have received notice to the contrary from such Lender prior to the making of such Credit Extension. Agent may consult with legal counsel (who may be counsel for Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of Requisite Lenders (or such other number or percentage of Lenders as shall be provided for herein or in the other Loan Documents) as it deems appropriate or it shall first be indemnified to its satisfaction by Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of Requisite Lenders (or such other number or percentage of Lenders as shall be provided for herein or in the other Loan Documents), and such request and any action taken or failure to act pursuant thereto shall be binding upon Lenders and all future holders of the Loans.

10.5 Notice of Default. Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default (except with respect to defaults in the payment of principal, interest or fees required to be paid to Agent for the account of Lenders), unless Agent has received notice from a Lender or Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that Agent receives such a notice, Agent shall give notice thereof to Lenders. Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by Requisite Lenders (or, if so specified by this Agreement, all Lenders).

10.6 Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that neither Agent nor any of its officers, directors, employees, agents, attorneys in fact or affiliates has made any representations or warranties to it and that no act by Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by Agent to any Lender. Each Lender represents to Agent that it has, independently and without reliance upon Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates and made its own decision to make its Credit Extensions hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to Lenders by Agent hereunder, Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliates.

 

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10.7 Indemnification. Each Lender agrees to indemnify Agent in its capacity as such (to the extent not reimbursed by Borrower and without limiting the obligation of Borrower to do so in accordance with the terms hereof, according to its Commitment Percentage in effect on the date on which indemnification is sought under this Section 10.7 (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Obligations shall have been paid in full, in accordance with its Commitment Percentage immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against Agent in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from Agent’s gross negligence or willful misconduct. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder.

10.8 Agent in Its Individual Capacity. The Person serving as Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include each such Person serving as Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Borrower, any Guarantor or any Subsidiary or other Affiliate thereof as if such Person were not Agent hereunder and without any duty to account therefor to Lenders.

10.9 Successor Agent. Agent may at any time give notice of its resignation to Lenders and Borrower. Upon receipt of any such notice of resignation, Requisite Lenders shall have the right, in consultation with Borrower, to appoint a successor, which shall be a financial institution located in the United States or an Affiliate of any such financial institution located in the United States. If no such successor shall have been so appointed by Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of Lenders, appoint a successor Agent meeting the qualifications set forth above provided that if the retiring Agent shall notify Borrower and Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed and such collateral security is assigned to such successor Agent) and (2) all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender directly, until such time as Requisite Lenders appoint a successor Agent as provided for above in this Section 10.9. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.9). The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 10 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

10.10 Defaulting Lender.

(a) If for any reason any Lender shall fail or refuse to abide by its payment and/or funding obligations under this Agreement, including, without limitation, its obligation to make available to Agent its Revolving Line Commitment Percentage of any Advances, expenses or setoff and such failure is not cured within

 

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two (2) days of receipt from Agent of written notice thereof (such Lender is referred to herein as a “Defaulting Lender”), then, in addition to the rights and remedies that may be available to the other Lenders, Borrower or any other party at law or in equity, and not at limitation thereof, (i) such Defaulting Lender’s right to participate in the administration of, or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal (except that a Defaulting Lender shall retain its rights with respect to the matters in Section 13.7 (i), (ii) and (iii)), and (ii) a Defaulting Lender shall be deemed to have assigned any and all payments due to it from Borrower, whether on account of outstanding Advances, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments, Lenders’ respective Commitment Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of Agent, any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender, be retained by Agent as cash collateral for future funding obligations of the Defaulting Lender in respect of any Advance. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove and in Section 10.10(d) below shall be restored only upon the payment by the Defaulting Lender of its Commitment Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.5(g) hereof from the date when originally due until the date upon which any such amounts are actually paid.

(b) The non-Defaulting Lender(s) shall have the right, but not the obligation, in their respective, sole and absolute discretion, to cause the termination and assignment, after not less than ten (10) days prior written notice by Agent (upon the request of such non-Defaulting Lender(s)) to the Defaulting Lender, for no cash consideration (pro rata, based on the respective Commitments of those Lenders electing to exercise such right), of the Defaulting Lender’s Revolving Line Commitment to fund future Advances. Upon any such purchase of the Commitment Percentage of any Defaulting Lender, the Defaulting Lender’s share in future Credit Extensions and its rights under the Loan Documents with respect thereto shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest.

(c) Each Defaulting Lender shall indemnify Agent and each non-Defaulting Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and funds advanced by Agent or by any non-Defaulting Lender, on account of a Defaulting Lender’s failure to timely fund its Revolving Line Commitment Percentage of an Advance or to otherwise perform its obligations under the Loan Documents.

(d) Notwithstanding anything herein to the contrary, a Defaulting Lender shall not be entitled to the Unused Revolving Line Facility Fee.

 

  11. NOTICES

All notices, consents, requests, approvals, demands, or other communication by any party to this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by electronic mail or facsimile transmission (with such electronic mail or facsimile transmission promptly confirmed by delivery of a copy by personal delivery or United States mail as otherwise provided in this Section 11); (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address, facsimile number, or email address indicated below. Agent or Borrower may change its mailing or electronic mail address or facsimile number by giving the other party written notice thereof in accordance with the terms of this Section 11.

 

If to Borrower:    Avalara, Inc.
   1100 Second Avenue #300
   Seattle, WA 98101
   Attn: Chief Financial Officer

 

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with a copy to:    Avalara, Inc.
   1100 Second Avenue #300
   Seattle, WA 98101
   Attn: General Counsel
   Email: Legal@Avalara.com
If to Agent:    Silicon Valley Bank
   901 Fifth Avenue, Suite 3900
   Seattle, WA 98164
   Attn: Jayson Davis
   Email: jdavis@svb.com
with a copy to:    Ally Bank
   300 Park Avenue, 4th Floor
   New York, New York 10022
   Attn: Brian Baranaskas
   Email:brian.baranaskas@ally.com
with a copy to:    Riemer & Braunstein LLP
   Three Center Plaza
   Boston, MA 02108
   Attn: Charles W. Stavros, Esquire
   Fax: (617) 692-3455
   Email: cstavros@sriemerlaw.com

 

  12. CHOICE OF LAW. VENUE. JURY TRIAL WAIVER. AND JUDICIAL REFERENCE

Except as otherwise expressly provided in any of the Loan Documents, California law governs the Loan Documents without regard to principles of conflicts of law. Borrower, Agent and Lenders each submit to the exclusive jurisdiction of the State and Federal courts in Santa Clara County, California; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Agent or Lenders from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Agent or any Lender. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 11 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER, AGENT AND EACH LENDER EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR ALL PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY, if the above waiver of the right to a trial by jury is not enforceable, the parties hereto agree that any and all disputes or controversies of any nature between them arising at any time shall be decided by a reference to a private judge, mutually selected by the parties (or, if they cannot agree, by the Presiding Judge of the Santa Clara County, California Superior Court) appointed in accordance with California Code

 

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of Civil Procedure Section 638 (or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts), sitting without a jury, in Santa Clara County, California; and the parties hereby submit to the jurisdiction of such court. The reference proceedings shall be conducted pursuant to and in accordance with the provisions of California Code of Civil Procedure §§ 638 through 645.1, inclusive. The private judge shall have the power, among others, to grant provisional relief, including without limitation, entering temporary restraining orders, issuing preliminary and permanent injunctions and appointing receivers. All such proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed. If during the course of any dispute, a party desires to seek provisional relief, but a judge has not been appointed at that point pursuant to the judicial reference procedures, then such party may apply to the Santa Clara County, California Superior Court for such relief. The proceeding before the private judge shall be conducted in the same manner as it would be before a court under the rules of evidence applicable to judicial proceedings. The parties shall be entitled to discovery which shall be conducted in the same manner as it would be before a court under the rules of discovery applicable to judicial proceedings. The private judge shall oversee discovery and may enforce all discovery rules and orders applicable to judicial proceedings in the same manner as a trial court judge. The parties agree that the selected or appointed private judge shall have the power to decide all issues in the action or proceeding, whether of fact or of law, and shall report a statement of decision thereon pursuant to California Code of Civil Procedure § 644(a). Nothing in this paragraph shall limit the right of any party at any time to exercise self-help remedies, foreclose against collateral, or obtain provisional remedies. The private judge shall also determine all issues relating to the applicability, interpretation, and enforceability of this paragraph.

This Section 12 shall survive the termination of this Agreement.

 

  13. GENERAL PROVISIONS

13.1 Termination Prior to Maturity Date; Survival. This Agreement may be terminated prior to the Maturity Date by Borrower, effective three (3) Business Days after written notice of termination is given to Agent and the Lenders. Notwithstanding any termination of this Agreement, all of Lenders’ security interests in all of the Collateral and all of the terms and provisions of this Agreement shall continue in full force and effect until all Obligations have been paid and performed in full; provided that any Lender may, in its sole discretion, refuse to make any further Advances after termination. No termination of this Agreement shall in any way affect or impair any right or remedy of Agent or any Lender, nor shall any such termination relieve Borrower of any Obligation to any Lender, until all of the Obligations have been paid and performed in full. Those Obligations that are expressly specified in this Agreement as surviving this Agreement’s termination shall continue to survive notwithstanding this Agreement’s termination and payment in full of the Obligations then outstanding.

13.2 Successors and Assigns. This Agreement binds and is for the benefit of the successors and permitted assigns of each party. Borrower may not assign this Agreement or any rights or obligations under it without Agent and Lenders’ prior written consent (which may be granted or withheld in Agent’s and Lenders’ sole discretion). Agent and each Lender has the right, without the consent of or notice to Borrower, to sell, transfer, assign, negotiate, or grant participation in all or any part of, or any interest in, such Lender’s obligations, rights, and benefits under this Agreement and the other Loan Documents.

13.3 Indemnification. Borrower agrees to indemnify, defend and hold Agent, each Lender and their respective directors, officers, employees, agents, attorneys, or any other Person affiliated with or representing Agent or any Lender (each, an “Indemnified Person”) harmless against: (i) all obligations, demands, claims, and liabilities (collectively, “Claims”) claimed or asserted by any other party in connection with the transactions contemplated by the Loan Documents; and (ii) all losses or expenses (including Lender Expenses) in any way suffered, incurred, or paid by such Indemnified Person as a result of, following from, consequential to, or arising from transactions between Agent, Lenders and Borrower contemplated by the Loan Documents (including reasonable attorneys’ fees and expenses), except for Claims and/or losses directly caused by such Indemnified Person’s gross negligence or willful misconduct. This Section 13.3 shall survive until all statutes of limitation with respect to the Claims, losses, and expenses for which indemnity is given shall have run.

13.4 Time of Essence. Time is of the essence for the performance of all Obligations in this Agreement.

 

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13.5 Severability of Provisions. Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision.

13.6 Correction of Loan Documents. Agent may correct patent errors and fill in any blanks in the Loan Documents consistent with the agreement of the parties.

13.7 Amendments in Writing; Waiver; Integration. No purported amendment or modification of any Loan Document, or waiver, discharge or termination of any obligation under any Loan Document, or release, or subordinate Lenders’ security interest in, or consent to the transfer of, any Collateral shall be enforceable or admissible unless, and only to the extent, expressly set forth in a writing signed by Agent, Requisite Lenders (or by Agent with the consent of Requisite Lenders) and Borrower; provided that no such amendment, waiver or consent shall, unless in writing and signed by all Lenders directly affected thereby (or by Agent with the consent of all Lenders directly affected thereby), in addition to Agent, Requisite Lenders (or by Agent with the consent of Requisite Lenders) and Borrower, do any of the following: (i) increase or decrease the amount of, or extend the term of, any Revolving Line Commitment (which shall be deemed to affect all Lenders), (ii) reduce the principal of or rate of interest on (other than waiving the imposition of the Default Rate) any Term Loan or reduce the amount of any fees payable under any Loan Document, (iii) postpone the date fixed for or reduce or waive any scheduled installment of principal or any payment of interest or fees due to any Lender under the Loan Documents, (iv) release or subordinate the Lien on all or substantially all of the Collateral, or consent to a transfer of all or substantially all of the Intellectual Property (which shall be deemed to affect all Lenders), in each case, except as otherwise may be provided in any Loan Document, (v) release a Borrower from, or consent to a Borrower’s assignment or delegation of, such Borrower’s obligations under the Loan Documents (which shall be deemed to affect all Lenders), except as otherwise may be provided in any Loan Document, (vi) amend, modify, terminate or waive Section 8.3, or (vii) amend or modify the definition of “Requisite Lenders” or any provision providing for the consent or other action by all Lenders. No amendment or modification shall, unless in writing and signed by all Lenders holding a Revolving Line Commitment, amend or modify the definitions of “Borrowing Base” and “Availability Amount”, amend, modify or waive the conditions precedent set forth in Section 3.2 and/or Section 3.3 applicable to the Revolving Line, or amend modify or waive any other provision having the effect of increasing the Availability Amount. Without limiting the generality of the foregoing, no oral promise or statement, nor any action, inaction, delay, failure to require performance or course of conduct shall operate as, or evidence, an amendment, supplement or waiver or have any other effect on any Loan Document. Any waiver granted shall be limited to the specific circumstance expressly described in it, and shall not apply to any subsequent or other circumstance, whether similar or dissimilar, or give rise to, or evidence, any obligation or commitment to grant any further waiver. The Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of the Loan Documents merge into the Loan Documents. In the event any provision of any other Loan Document is inconsistent with the provisions of this Agreement, the provisions of this Agreement shall exclusively control.

13.8 Counterparts. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, is an original, and all taken together, constitute one Agreement.

13.9 Confidentiality. In handling any confidential information, Agent and each Lender shall exercise the same degree of care that it exercises for its own respective proprietary information, but disclosure of information may be made: (a) to Agent and/or any Lender’s Subsidiaries or Affiliates (such Subsidiaries and Affiliates, together with Agent/Lenders, collectively, “Lender Entities”); (b) to prospective transferees or purchasers of any interest in the Credit Extensions (provided, however, Agent shall use its best efforts to obtain any prospective transferee’s or purchaser’s agreement to the terms of this provision); (c) as required by law, regulation, subpoena, or other order; (d) to Agent’s or any Lender’s regulators or as otherwise required in connection with an examination or audit of Agent or any Lender; (e) as Agent or any Lender considers appropriate in exercising remedies under the Loan Documents; and (f) to third-party service providers of Agent and/or Lenders, so long as such service providers have executed a confidentiality agreement with Agent and/or Lenders with terms no less restrictive than those contained herein. Confidential information does not include information that is either: (i) in the public domain or in Agent’s or any Lender’s possession when disclosed to Agent or such Lender, or becomes part of the public domain (other than as a result of its disclosure by Agent or a Lender in violation of this Agreement) after disclosure to Agent and/or Lenders; or (ii) disclosed to Agent and/or Lenders by a third party if Agent/Lenders do not know that the third party is prohibited from disclosing the information.

 

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Lender Entities may use anonymous forms of confidential information for aggregate datasets, for analyses or reporting, and for any other uses not expressly prohibited in writing by Borrower. The provisions of the immediately preceding sentence shall survive termination of this Agreement.

13.10 Attorneys’ Fees, Costs and Expenses. In any action or proceeding between Borrower, Agent and/or Lenders arising out of or relating to the Loan Documents, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which it may be entitled.

13.11 Electronic Execution of Documents. The words “execution,” “signed,” “signature” and words of like import in any Loan Document shall be deemed to include electronic signatures or the keeping of records in electronic form; each of which shall be of the same legal effect, validity and enforceability as a manually executed signature or the use of a paper-based recordkeeping systems, as the case may be, to the extent and as provided for in any applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act.

13.12 Captions. The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

13.13 Construction of Agreement. The parties mutually acknowledge that they and their attorneys have participated in the preparation and negotiation of this Agreement. In cases of uncertainty this Agreement shall be construed without regard to which of the parties caused the uncertainty to exist.

13.14 Relationship. The relationship of the parties to this Agreement is determined solely by the provisions of this Agreement. The parties do not intend to create any agency, partnership, joint venture, trust, fiduciary or other relationship with duties or incidents different from those of parties to an arm’s-length contract.

13.15 Third Parties. Nothing in this Agreement, whether express or implied, is intended to: (a) confer any benefits, rights or remedies under or by reason of this Agreement on any persons other than the express parties to it and their respective permitted successors and assigns; (b) relieve or discharge the obligation or liability of any person not an express party to this Agreement; or (c) give any person not an express party to this Agreement any right of subrogation or action against any party to this Agreement.

13.16 PATRIOT Act Notice. Each Lender hereby notifies Borrower that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies Borrower and each of its Subsidiaries, which information includes the names and addresses of each Borrower and each of its Subsidiaries and other information that will allow Lender, as applicable, to identify Borrower and each of its Subsidiaries in accordance with the USA PATRIOT Act.

13.17 Avalara as Borrower Agent; Borrower Liability. Only Avalara may, for itself and on behalf of each other Borrower, request Advances hereunder. Each Borrower other than Avalara hereby appoints Avalara as agent for all purposes hereunder, including with respect to requesting Advances hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all Advances made hereunder, regardless of which Borrower actually receives said Advance, as if each Borrower hereunder directly received all Advances. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, including, without limitation, the benefit of California Civil Code Section 2815 permitting revocation as to future transactions and the benefit of California Civil Code Sections 1432, 2809, 2810, 2819, 2839, 2845, 2847, 2848, 2849, 2850, and 2899 and 3433, and (b) any right to require Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Bank under this Agreement) to

 

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seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section shall be null and void. If any payment is made to a Borrower in contravention of this Section, such Borrower shall hold such payment in trust for Bank and such payment shall be promptly delivered to Bank for application to the Obligations, whether matured or unmatured.

 

  14. DEFINITIONS

14.1 Definitions. As used in the Loan Documents, the word “shall” is mandatory, the word “may” is permissive, the word “or” is not exclusive, the words “includes” and “including” are not limiting and the singular includes the plural. As used in this Agreement, the following capitalized terms have the following meanings:

Account” is any “account” as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower.

Account Debtor” is any “account debtor” as defined in the Code with such additions to such term as may hereafter be made.

Advance” or “Advance” means an advance (or advances) under the Revolving Line.

Advance Rate” is, for a particular quarter, (a) three hundred percent (300%) multiplied by (b) the Net Revenue Retention Rate as of the last day of the immediately preceding quarter. Notwithstanding the foregoing, (a) at no point shall the Advance Rate exceed three hundred fifty percent (350%) and (b) Agent may adjust the Advance Rate in its sole discretion, based on events, conditions, contingencies or risks as reasonably determined by Agent after notice and consultation with Borrower.

Affiliate” is, with respect to any Person, each other Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Person’s senior executive officers, directors, partners and, for any Person that is a limited liability company, that Person’s managers and members.

Agent” is defined in the preamble hereof.

Agreement” is defined in the preamble hereof.

Availability Amount” is (a) the lesser of (i) the Revolving Line or (ii) the amount available under the Borrowing Base, minus (b) the outstanding principal balance of any Advances.

Avalara” is Avalara, Inc., a Washington corporation.

Avalara UK” Avalara EU Holdings UK Limited, a private limited company formed under the laws of England and Wales and a wholly owned Subsidiary of Avalara.

Bank Services” are any products, credit services, and/or financial accommodations previously, now, or hereafter provided to Borrower or any of its Subsidiaries by SVB or any SVB Affiliate, including, without limitation, any letters of credit, cash management services (including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in SVB’s various agreements related thereto (each, a “Bank Services Agreement”).

Bank Services Agreement” is defined in the definition of Bank Services.

 

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Board” is Borrower’s board of directors.

Borrower” is (i) on the Effective Date, Avalara, and (ii) after the Effective Date, Avalara and each other entity that executes a joinder agreement to become a “Borrower” under the Loan Agreement and a party to the other Loan Documents.

Borrower’s Books” are all Borrower’s books and records including ledgers, federal and state tax returns, records regarding Borrower’s assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information.

Borrowing Base” means, with respect to any date of determination, the product of (a) Borrower’s average trailing three (3) month Recurring Revenue for the most recent period ended multiplied by (b) the Advance Rate; provided, however, that Agent may decrease the foregoing amount in its sole discretion, based on events, conditions, contingencies, or risks as reasonably determined by Agent after notice and consultation with Borrower.

Borrowing Resolutions” are, with respect to any Person, those resolutions adopted by such Person’s board of directors (and, if required under the terms of such Person’s Operating Documents, stockholders) and delivered by such Person to Agent approving the Loan Documents to which such Person is a party and the transactions contemplated thereby, together with a certificate executed by its secretary on behalf of such Person certifying (a) such Person has the authority to execute, deliver, and perform its obligations under each of the Loan Documents to which it is a party, (b) that set forth as a part of or attached as an exhibit to such certificate is a true, correct, and complete copy of the resolutions then in full force and effect authorizing and ratifying the execution, delivery, and performance by such Person of the Loan Documents to which it is a party, (c) the name(s) of the Person(s) authorized to execute the Loan Documents, including any Credit Extension request, on behalf of such Person, together with a sample of the true signature(s) of such Person(s), and (d) that Agent and Lenders may conclusively rely on such certificate unless and until such Person shall have delivered to Agent and Lenders a further certificate canceling or amending such prior certificate.

Business Day” is any day that is not a Saturday, Sunday or a day on which Agent is closed.

Change in Control” means (a) at any time, any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (The “Exchange Act”)), shall become, or obtain rights (whether by means or warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of forty-nine percent (49.0%) or more of the ordinary voting power for the election of directors of Borrower (determined on a fully diluted basis) other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Agent and Lenders the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Agent and Lenders a description of the material terms of the transaction, and such venture capital or private equity investors are approved by the Requisite Lenders, in their sole discretion; (b) except for a change in the members of the Board or other equivalent body of Borrower resulting from the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Agent and Lenders the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Agent and Lenders a description of the material terms of the transaction, and such venture capital or private equity investors are approved by the Requisite Lenders, in their sole discretion, during any period of twelve (12) consecutive months, a majority of the members of the Board or other equivalent governing body of Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; or (c) at any time, Borrower shall cease to own and control, of record and beneficially, directly or indirectly, one hundred percent (100.0%) of each class of outstanding capital stock of each Subsidiary of Borrower free and clear of all Liens (except Liens created by this Agreement).

Claims” is defined in Section 13.3.

 

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Code” is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of California; provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of Jaw, any or all of the attachment, perfection, or priority of, or remedies with respect to, Agent’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of California, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions.

Collateral” is any and all properties, rights and assets of Borrower described on Exhibit A.

Collateral Account” is any Deposit Account, Securities Account, or Commodity Account.

Commitment” means, as to any Lender, the sum of the Revolving Line Commitment and the Term Loan Commitment of such Lender.

Commitment Percentage” means, as to any Lender, the percentage set forth opposite such Lender’s name on Schedule 1, as amended from time to time.

Commodity Account” is any “commodity account” as defined in the Code with such additions to such term as may hereafter be made.

Compliance Certificate” is that certain certificate in the form attached hereto as Exhibit D.

Contingent Obligation” is, for any Person, any direct or indirect liability, contingent or not, of that Person for (a) any indebtedness, lease, dividend, letter of credit or other obligation of another such as an obligation, in each case, directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse by that Person, or for which that Person is directly or indirectly liable; (b) any obligations for undrawn letters of credit for the account of that Person; and (c) all obligations from any interest rate, currency or commodity swap agreement, interest rate cap or collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; but “Contingent Obligation” does not include endorsements in the ordinary course of business. The amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated liability for it determined by the Person in good faith; but the amount may not exceed the maximum of the obligations under any guarantee or other support arrangement.

Control Agreement” is any control agreement entered into among the depository institution at which Borrower maintains a Deposit Account or the securities intermediary or commodity intermediary at which Borrower maintains a Securities Account or a Commodity Account, Borrower, and Agent pursuant to which Agent obtains control (within the meaning of the Code) over such Deposit Account, Securities Account, or Commodity Account.

Copyrights” are any and all copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret.

Credit Extension” is any Advance, Overadvance, the Term Loan Advance or any other extension of credit by Agent or any Lender for Borrower’s benefit under this Agreement.

Customer Trust Account” is any account or funds of Borrower’s customer(s) (including customer trust accounts, instruments held by Borrower (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, in each case arc the property of Borrower’s customers), whether now owned or hereafter acquired, wherever located.

 

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Defaulting Lender” is defined in Section 10.10.

Default Rate” is defined in Section 2.3(b).

Deferred Revenue” is all amounts received or invoiced in advance of performance under contracts and not yet recognized as revenue.

Deposit Account” is any “deposit account” as defined in the Code with such additions to such term as may hereafter be made.

Designated Deposit Account” is the account denominated in Dollars, account number *******604, maintained by Borrower with SVB.

Dollars,” “dollars” or use of the sign “$” means only lawful money of the United States and not any other currency, regardless of whether that currency uses the “$” sign to denote its currency or may be readily converted into lawful money of the United States.

Dollar Equivalent” is, at any time, (a) with respect to any amount denominated in dollars, such amount, and (b) with respect to any amount denominated in a Foreign Currency, the equivalent amount therefor in Dollars as determined by Agent at such time on the basis of the then-prevailing rate of exchange in San Francisco, California, for sales of the Foreign Currency for transfer to the country issuing such Foreign Currency.

Domestic Subsidiary” means a Subsidiary organized under the laws of the United States or any state or territory thereof or the District of Columbia.

Effective Date” is defined in the preamble hereof.

Equipment” is all “equipment” as defined in the Code with such additions to such term as may hereafter be made, and includes without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing.

ERISA” is the Employee Retirement Income Security Act of 1974, and its regulations.

Event of Default” is defined in Section 8.

Exchange Act” is the Securities Exchange Act of 1934, as amended.

Existing Domestic Subsidiary Accounts” is defined in Section 6.6(a).

Existing SVB Obligations” are the “Obligations” (as such term is defined in the Prior Loan Agreement) under the Prior Loan Agreement.

Federal Funds Effective Date” means, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by SVB from three federal funds brokers of recognized standing selected by it.

Foreign Currency” means lawful money of a country other than the United States.

Foreign Subsidiary” means any Subsidiary which is not a Domestic Subsidiary.

Funding Date” is any date on which a Credit Extension is made to or for the account of Borrower which shall be a Business Day.

 

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Funding Office” means the office of Agent specified in Section 11 or such other office as may be specified from time to time by Agent as its funding office by written notice to Borrower and Lenders.

FX Contract” is any foreign exchange contract by and between Borrower and SVB under which Borrower commits to purchase from or sell to SVB a specific amount of Foreign Currency on a specified date.

GAAP” is generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other Person as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination.

General Intangibles” is all “general intangibles” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation, all Intellectual Property, claims, income and other tax refunds, security and other deposits, payment intangibles, contract rights, options to purchase or sell real or personal property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies (including without limitation key man, property damage, and business interruption insurance),payments of insurance and rights to payment of any kind.

Governmental Approval” is any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.

Governmental Authority” is any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization.

Group Member” means Borrower and its Subsidiaries.

Guarantor” is any Person providing a Guaranty in favor of Agent and the Lenders.

Guaranty” is any guarantee of all or any part of the Obligations, as the same may from time to time be amended, restated, modified or otherwise supplemented.

Indebtedness” is (a) indebtedness for borrowed money or the deferred price of property or services, such as reimbursement and other obligations for surety bonds and letters of credit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital lease obligations, and (d) Contingent Obligations.

Indemnified Person” is defined in Section 13.3.

Insolvency Proceeding” is any proceeding by or against any Person under the United States Bankruptcy Code, or any other bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief.

Intellectual Property” means, with respect to any Person, all of such Person’s right, title, and interest in and to the following:

(a) its Copyrights, Trademarks and Patents;

(b) any and all trade secrets and trade secret rights, including, without limitation, any rights to unpatented inventions, know-how and operating manuals;

(c) any and all source code;

(d) any and all design rights which may be available to such Person;

 

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(e) any and all claims for damages by way of past, present and future infringement of any of the foregoing, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of the Intellectual Property rights identified above; and

(f) all amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents.

Inventory” is all “inventory” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation such inventory as is temporarily out of Borrower’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above.

Investment” is any beneficial ownership interest in any Person (including stock, partnership interest or other securities), and any loan, advance or capital contribution to any Person.

IP Agreement” means that certain Intellectual Property Security Agreement between Borrower and Agent, dated as of the Effective Date, as the same may be amended, modified, supplemented or restated from time to time.

Key Person” is Borrower’s Chief Executive Officer, who is Scott McFarlane as of the Effective Date.

Lender” and “Lenders” means the Persons identified on Schedule 1 hereto, and each assignee that becomes a party to this Agreement pursuant to Section 13.1.

Lender Entities” is defined in Section 13.9.

Lender Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of the Effective Date, by and among Agent, SVB an each other Lender.

Lenders’ Expenses” are all attorneys’ and consultant’s fees (including without limitation those of Lender’s outside counsel and in-house counsel, and whether incurred before, during or after an Insolvency Proceeding), and all filing, recording, search, appraisal, audit, and other costs incurred by Lender, pursuant to, or in connection with, or relating to this Agreement (whether or not a lawsuit is filed), including, but not limited to, any attorneys’ fees and costs Lender incurs in order to do the following: prepare and negotiate this Agreement and all present and future documents relating to this Agreement; obtain legal advice in connection with this Agreement or Borrower; enforce, or seek to enforce, any of its rights; prosecute actions against, or defend actions by, Account Debtors; commence, intervene in, or defend any action or proceeding; initiate any complaint to be relieved of any automatic stay in bankruptcy; file or prosecute any bankruptcy claim, third-party claim, or other claim; examine, audit, copy, and inspect any of the Collateral or any of Borrower’s books and records; protect, obtain possession of, lease, dispose of, or otherwise enforce Lender’s security interest in, the Collateral; and otherwise represent Lender in any litigation relating to Borrower or any Guarantor.

Letter of Credit” is a standby or commercial letter of credit issued by SVB upon request of Borrower based upon an application, guarantee, indemnity, or similar agreement.

Lien” is a claim, mortgage, deed of trust , levy, charge, pledge, security interest or other encumbrance of any kind, whether voluntarily incurred or arising by operation of law or otherwise against any property.

Loan Documents” are, collectively, this Agreement and any schedules, exhibits, certificates, notices, and any other documents related to this Agreement, the Perfection Certificate, the IP Agreement, any Bank Services Agreement, the Lender Intercreditor Agreement, the SVB Subordination Agreement, any other Subordination Agreement, any stock pledge agreement, any note, or notes or guaranties executed by Borrower or any Guarantor, and any other present or future agreement by Borrower and/or any Guarantor with or for the benefit of Agent and/or the Lenders in connection with this Agreement or Bank Services, all as amended, restated, or otherwise modified.

 

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Material Adverse Change” is (a) a material impairment in the perfection or priority of Agent’s Lien in the Collateral or in the value of such Collateral; (b) a material adverse change in the business, operations, or financial condition of Borrower, taken as a whole; or (c) a material impairment of the prospect of repayment of any portion of the Obligations.

Maturity Date” means the Revolving Line Maturity Date and/or the Term Loan Maturity Date, as applicable.

Minimum Liquidity” is, as of any date of measurement, the sum of (i) Borrower’s Qualified Cash; plus (ii) the unused Availability Amount; plus (iii) the undrawn Subordinated Debt Availability Amount.

Monthly Financial Statements” is defined in Section 6.2(c).

Net Billings” means, as for any period as at any date of determination, Borrower’s revenue for such period, determined in accordance with GAAP, plus any increase and minus any decrease in Deferred Revenue over such period.

Net Revenue Retention Rate” is, for any Subject Quarter, expressed as a percentage, and calculated by dividing (a) retained revenue by (b) retention base revenue. For purposes of this definition, retention base revenue means subscription and returns revenue from all customers in the twelve-month period ending one-year prior to the end of such quarter, and retained revenue means subscription and returns revenue from that same group of customers for twelve-month period ending at the end of such quarter, in each case including the effects of both customer churn and upsell.

Non-borrower Subsidiaries” means any direct or indirect Subsidiaries of Borrower that are not parties to the Loan Documents as a Borrower or a Guarantor.

Obligations” are Borrower’s present and future obligation to pay when due any debts, principal, interest, fees, the Term Loan Prepayment Premium, the Unused Revolving Line Facility Fee, Lender Expenses, and all other amounts Borrower owes Agent and/or any Lender now or later, whether under this Agreement, the other Loan Documents, or otherwise, including, without limitation, any interest accruing after Insolvency Proceedings begin and debts, liabilities, or obligations of Borrower assigned to Agent and/or any Lender, and the performance of Borrower’s duties under the Loan Documents.

Operating Documents” are, for any Person, such Person’s formation documents, as certified by the Secretary of State (or equivalent agency) of such Person’s jurisdiction of organization on a date that is no earlier than thirty (30) days prior to the Effective Date, and, (a) if such Person is a corporation, its bylaws in current form, (b) if such Person is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all current amendments or modifications thereto.

Overadvance” is defined in Section 2.2.

Patents” means all patents, patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same.

Payment Date” means (a) with respect to the Term Loan Advance, the first (1st) calendar day of each month, and (b) with respect to each Advance under the Revolving Line, the first (1st) calendar day of each month.

Payment/Advance Form” is that certain form attached hereto as Exhibit B.

Perfection Certificate” is defined in Section 5.1.

 

35


Permitted Acquisitions” means, collectively, any acquisition of the assets or equity interests (by purchase, merger or otherwise) of another Person or division of another Person which has been consented to in writing by the Requisite Lenders, in their sole discretion, or that otherwise satisfies all of the following conditions:

(i) all transactions in connection therewith shall be consummated in accordance with applicable law;

(ii) Agent and each Lender shall have received at least 30 days’ prior written notice of such Permitted Acquisition, which notice shall include a copy of the letter of intent or term sheet applicable to such Permitted Acquisition;

(iii) all of the equity interests acquired or otherwise issued by such Person or any newly formed Subsidiary in connection with such acquisition shall be wholly owned by Borrower or a Subsidiary; and

(iv) such Permitted Acquisition shall be consensual and shall have been approved by the target’s board of directors.

Notwithstanding anything to the contrary contained herein, in order for any acquisition of the assets or equity interests (by purchase, merger or otherwise) of another Person or division of another Person to constitute a “Permitted Acquisition”, Borrower must comply with all of the following:

(A) within thirty (30) days of the closing of such Permitted Acquisition, Borrower and the target shall have executed such documents and taken such actions as may be required by Agent, in its sole discretion, to provide Agent with a security interest in the acquired assets;

(B) Borrower shall have delivered to Agent and each Lender, in form and substance satisfactory to Agent, evidence that Borrower has maintained, after giving effect to such Permitted Acquisition, a balance of cash plus the unused portion of the Availability Amount, of not less than Fifteen Million Dollars ($15,000,000.00);

(C) Borrower shall have delivered to Agent and each Lender, in form and substance satisfactory to Agent and sufficiently in advance (and in any case no later than fifteen (15) days prior to such Permitted Acquisition), such other financial information, financial analysis, documentation or other information relating to such Permitted Acquisition and the pro forma certifications required by clause (D) below, in each case, as Agent and/or each Lender shall reasonably request;

(D) for Permitted Acquisitions for which total consideration is equal to or greater than Two Million Dollars ($2,000,000.00), no later than fifteen (15) days prior to the date of such Permitted Acquisition, the Agent and each Lender shall have received, in form and substance reasonably satisfactory to Agent, a certificate of the chief financial officer of Borrower demonstrating (1) pro forma compliance with the financial covenants set forth in Section 6.9, before and after giving effect to such Permitted Acquisition, and (2) compliance with the other terms of the Loan Documents (before and after giving effect to such Permitted Acquisition);

(E) at the time of such Permitted Acquisition and after giving effect thereto, (i) no Event of Default and no event that, with notice or the passage of time or both, would constitute and Event of Default, shall have occurred and be continuing and (ii) all representations and warranties contained in the Loan Documents shall be true and correct in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and

(F) all transactions must be non-hostile in nature and in the same line of business.

Permitted Indebtedness” is:

(a) Borrower’s Indebtedness to Agent and the Lenders under this Agreement and the other Loan Documents;

 

36


(b) Indebtedness existing on the Effective Date and shown on the Perfection Certificate;

(c) Subordinated Debt;

(d) unsecured Indebtedness to trade creditors incurred in the ordinary course of business and Indebtedness with respect to surety bonds and similar obligations incurred in the ordinary course of business;

(e) Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of business;

(f) Indebtedness consisting of interest rate, currency or commodity swap agreements, interest rate cap or collar agreements or arrangements designated to protect Borrower against fluctuations in interest rates, currency exchange rates or commodity prices;

(g) Indebtedness secured by Liens permitted under clauses (a) and (c) of the definition of “Permitted Liens” hereunder;

(h) unsecured Indebtedness of Foreign Subsidiaries, in an aggregate amount for all such Indebtedness not to exceed One Million Dollars ($1,000,000.00) outstanding at any time;

(i) Permitted Intercompany Indebtedness, in an aggregate amount not to exceed, together with any additional Investments in Foreign Subsidiaries described in Section (g)(iv) of the definition of “Permitted Investments”, Ten Million Dollars ($10,000,000.00) outstanding at any time;

(j) extensions, refinancings, modifications, amendments and restatements of any items of Permitted Indebtedness (a) through (i) above; provided that the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon Borrower or its Subsidiaries, as the case may be; and

(k) the Vogt Indebtedness.

Permitted Intercompany Indebtedness” means loans by Avalara to Foreign Subsidiaries to the extent permitted under this Agreement.

Permitted Investments” are:

(a) Investments (including, without limitation, Subsidiaries) existing on the Effective Date and shown on the Perfection Certificate;

(b) (i) Investments consisting of Cash Equivalents and (ii) any Investments permitted by Borrower’s investment policy, if any, approved by the Board, as adopted and amended from time to time; provided that such investment policy (and any such amendment thereto) has been approved in writing by Agent;

(c) Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of Borrower;

(d) Investments consisting of deposit and securities accounts in which Agent has a perfected security interest;

(e) Investments accepted in connection with Transfers permitted by Section 7.1;

(f) Investments consisting of the creation of a Subsidiary for the purpose of consummating a merger transaction permitted by Section 7.3 of this Agreement, which is otherwise a Permitted Acquisition;

 

37


(g) Investments (i) by a Secured Credit Party in another Secured Credit Party, (ii) by Borrower in Avalara Technologies Private Limited, a wholly-owned Subsidiary of Parent organized under the laws of India, not to exceed One Million Dollars ($1,000,000.00) in the aggregate in any calendar quarter; provided, however, that no such Investment shall be permitted if an Event of Default has occurred and is continuing or would be caused by such Investment, (iii) by Non-Borrower Subsidiaries in other Non-Borrower Subsidiaries not to exceed One Hundred Thousand Dollars ($100,000.00) in the aggregate in any fiscal year or in Borrower, and (iv) additional Investments after the Effective Date of Avalara in Foreign Subsidiaries, in an aggregate amount for all such additional Investments in Foreign Subsidiaries not to exceed, together with all outstanding Permitted Intercompany Indebtedness, Ten Million Dollars ($10,000,000.00) at any time;

(h) Investments consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business, and (ii) loans to employees, officers or directors relating to the purchase of equity securities of Borrower or its Subsidiaries pursuant to employee stock purchase plans or agreements approved by the Board;

(i) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business;

(j) Investments consisting of interest rate, currency or commodity swap agreements, interest rate cap or collar agreements or arrangements designated to protect a Person against fluctuations in interest rates, currency exchange rates, or commodity prices;

(k) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the ordinary course of business; provided that this paragraph G) shall not apply to Investments of Borrower in any Subsidiary; and

(l) Investments in Permitted Acquisitions.

Permitted Liens” are:

(a) Liens existing on the Effective Date and shown on the Perfection Certificate or arising under this Agreement and the other Loan Documents;

(b) Liens for taxes, fees, assessments or other government charges or levies, either (i) not due and payable or (ii) being contested in good faith and for which Borrower maintains adequate reserves on its Books; provided that no notice of any such Lien has been filed or recorded under the Internal Revenue Code of 1986, as amended, and the Treasury Regulations adopted thereunder;

(c) purchase money Liens (including Liens under capital leases) (i) on Equipment and related software acquired or held by Borrower incurred for financing the acquisition of the Equipment and related software, or (ii) existing on Equipment and related software when acquired, if the Lien is confined to the property and improvements and the proceeds of the Equipment and related software, and in the case of (i) and (ii) combined securing no more than Five Hundred Thousand Dollars ($500,000.00) in the aggregate amount outstanding;

(d) Liens of carriers, warehousemen, mechanics, landlords, suppliers, or other Persons that are possessory in nature arising in the ordinary course of business so long as such Liens attach only to Inventory, securing liabilities in the aggregate amount not to exceed Five Hundred Thousand Dollars ($500,000.00) and which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto;

(e) Liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like obligations incurred in the ordinary course of business (other than Liens imposed by ERISA);

 

38


(f) Liens incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in (a) through (c), but any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness may not increase (unless such Indebtedness is otherwise Permitted Indebtedness);

(g) leases or subleases of real property granted in the ordinary course of Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), and leases, subleases, non-exclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in the ordinary course of Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), if the leases, subleases, licenses and sublicenses do not prohibit granting Agent a security interest therein;

(h) non-exclusive licenses of Intellectual Property granted to third parties in the ordinary course of business; and licenses of Intellectual Property that could not result in a legal transfer of title of the licensed property that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discrete geographical areas outside of the United States;

(i) Liens arising from attachments or judgments, orders, or decrees in circumstances not constituting an Event of Default under Sections 8.4 and 8.7;

(j) Liens arising from precautionary uniform commercial code financing statements filed under any lease permitted by this Agreement; and

(k) Liens in favor of other financial institutions arising in connection with Borrower’s deposit and/or securities accounts held at such institutions and securing fees and other ordinary charges relating to such accounts; provided that Agent has a perfected security interest in the amounts held in such deposit and/or securities accounts.

Permitted Locations” is defined in Section 5.2.

Person” is any individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency.

Prime Rate” is the greater of (i) three and one-half percent (3.50%) and (ii) the rate of interest per annum from time to time published in the money rates section of The Wall Street Journal or any successor publication thereto as the “prime rate” then in effect; provided that if such rate of interest, as set forth from time to time in the money rates section of The Wall Street Journal, becomes unavailable for any reason as determined by Agent, the “Prime Rate” shall mean the rate of interest per annum announced by Agent as its prime rate in effect at its principal office in the State of California (such Agent announced Prime Rate not being intended to be the lowest rate of interest charged by Agent in connection with extensions of credit to debtors).

Prior Loan Agreement” is that certain Second Amended and Restated Loan and Security Agreement, by and between Borrower and SVB, dated as of December 1, 2015.

Pro Rata Share” has the meaning given such term in the Lender Intercreditor Agreement.

Qualified Cash” as of any date of determination, the amount of unrestricted cash of Borrower and its Subsidiaries that is subject only to the first-priority perfected security interest of Agent, and is not subject to any other Lien (other than Liens in favor of SVB that are subject to the SVB Subordination Agreement).

Recurring Revenue” is the monthly subscription revenue of Borrower received from the execution of all customer contracts, including monthly, quarterly and annual contracts in the ordinary course of Borrower’s business, in each case determined in accordance with GAAP minus any discounts, credits, reserves for bad debts, customer adjustments, or similar items and specifically excluding revenue or accounts receivable based on (i) sales of inventory, goods or equipment; (ii) transaction revenue not received in the ordinary course of business; (iii) sales or

 

39


services not in the ordinary course of business; (iv) revenue received due to one-time non-recurring transactions, installation and/or setup fees; (v) add-on purchases by Borrower’s existing clients not resulting in a continuing stream of revenue; and (vi) such other exclusions as Agent shall determine, in its reasonable discretion.

Registered Organization” is any “registered organization” as defined in the Code with such additions to such term as may hereafter be made.

Requirement of Law” is as to any Person, the organizational or governing documents of such Person, and any law (statutory or common), treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

Requisite Lenders” means Lenders whose Pro Rata Shares aggregate more than 50%; provided, however, that so long as a Lender on the Effective Date does not assign any portion of its Term Loan Commitment, its Revolving Line Commitment, or all or any part of its Term Loans or its portion of the Revolving Line (other than an assignment to any Affiliate of such Lender), the “Requisite Lenders” shall include such Lender.

Responsible Officer” is any of the Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, General Counsel and Controller of Borrower.

Restricted License” is any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Agent’s right to sell any Collateral.

Revolving Line” is an aggregate principal amount not to exceed Twenty-Five Million Dollars ($25,000,000.00) outstanding at any time.

Revolving Line Commitment” means, for any Lender, the obligation of such Lender to make Advances in accordance with and subject to Section 2.1.1 of this Agreement. “Revolving Line Commitments” means the aggregate amount of such commitments of all Lenders.

Revolving Line Commitment Percentage” means, as to any Lender at any time, the percentage (carried out to the fourth decimal place) of the Revolving Line Commitments represented by such Lender’s Revolving Line Commitment at such time. The initial Revolving Line Commitment Percentage of each Lender is set forth opposite the name of such Lender on Schedule 1.

Revolving Line Maturity Date” is June 6, 2018 (two (2) years after the Effective Date).

SEC” shall mean the Securities and Exchange Commission, any successor thereto, and any analogous Governmental Authority.

Secured Credit Party” means (a) a Borrower or (b) a Guarantor that has granted a Lien in favor of Agent in such Guarantor’s Collateral.

Securities Account” is any “securities account” as defined in the Code with such additions to such term as may hereafter be made.

Subject Quarter” is any quarter in which Bank calculates Borrower’s Net Revenue Retention Rate.

Subordination Agreement” is defined in the definition of Subordinated Debt.

Subordinated Debt” is indebtedness incurred by Borrower subordinated to all of Borrower’s Obligations (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory to Agent and the Lenders entered into between Agent, Lenders and the other creditor (a “Subordination Agreement”)), on terms acceptable to the Agent and the Lenders and shall include, without limitation, the SVB Subordination Agreement.

 

40


Subordinated Debt Availability Amount” means, as of any date of determination, the remaining amount available for borrowing under the Subordinated SVB Loan and Security Agreement.

Subordinated SVB Loan and Security Agreement” is that certain Subordinated Loan and Security Agreement, by and between Borrower and SVB, dated as of the Effective Date.

Subsidiary” is, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless the context otherwise requires, each reference to a Subsidiary herein shall be a reference to a Subsidiary of Borrower.

SVB Subordination Agreement” is that certain Intercreditor and Subordination Agreement, dated as of the Effective Date, by and among Agent, each Lender and SVB, as “Bank” under the Subordinated SVB Loan and Security Agreement.

Term Loan” or “Term Loans” has the meaning given to each in Section 2.1.2(a).

Term Loan Commitment” means, for any Lender, the obligation of such Lender to make a Term Loan on the Effective Date, up to the principal amount shown on Schedule 1. “Term Loan Commitments” means the aggregate amount of such commitments of all Lenders.

Term Loan Commitment Percentage” means, as to any Lender at any time, the percentage (carried out to the fourth decimal place) of the Term Loan Commitments represented by such Lender’s Term Loan Commitment at such time. The initial Term Loan Commitment Percentage of each Lender is set forth opposite the name of such Lender on Schedule 1.

Term Loan Maturity Date” is June 1, 2019.

Term Loan Prepayment Premium” shall be an additional fee payable to Agent, for the ratable benefit of the Term Loan Lenders in amount equal to one-half of one percent (0.50%) of the principal amount of the Term Loan being repaid. Notwithstanding any provision of this Agreement to the contrary, there shall be no Term Loan Prepayment Premium in the event the Term Loan is prepaid during the ninety (90) day period ending on the Term Loan Maturity Date.

Trademarks” means any trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks.

Transaction Report” is that certain report in the form attached hereto as Exhibit C.

Transfer” is defined in Section 7.l.

Unused Revolving Line Facility Fee” is defined in Section 2.4(d).

Vogt Indebtedness” means unsecured Indebtedness of Borrower owed to Lisa Vogt in an original principal amount of Two Hundred Fifty Thousand Dollars ($250,000.00), which shall be reduced on a dollar for dollar basis as such Indebtedness is repaid or otherwise satisfied.

[Signature page follows.]

 

41


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date.

 

BORROWER:
AVALARA, INC.
By  

/s/ William Ingram

Name:  

William Ingram

Title:  

Chief Financial Officer and Treasurer

AGENT:
SILICON VALLEY BANK
By  

/s/ Jayson Davis

Name:  

Jayson Davis

Title:  

Director

LENDERS:
SILICON VALLEY BANK
By  

/s/ Jayson Davis

Name:  

Jayson Davis

Title:  

Director

ALLY BANK
By  

/s/ Gregg C. Wise

Name:  

Gregg C. Wise

Title:  

Authorized Signatory

[Signature Page to Loan and Security Agreement]


EXHIBIT A – COLLATERAL DESCRIPTION

The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property:

All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and

all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing.

Notwithstanding the foregoing, the Collateral does not include (a) more than sixty five percent (65%) of the presently existing and hereafter arising issued and outstanding shares of capital stock of Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, or (b) any Customer Trust Accounts, whether now owned or hereafter acquired, wherever located.


EXHIBIT B – LOAN PAYMENT/ADVANCE REQUEST FORM

DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME

 

Fax To:    Date:                    

 

LOAN PAYMENT:        AVALARA, INC.

From Account #

 

 

     To Account #  

 

 
  (Deposit Account #)        (Loan Account #)  

Principal $

 

 

     and/or Interest $  

 

 

Authorized Signature:

 

 

       Phone Number:  

 

 

Print Name/Title:

 

 

        

 

 

LOAN ADVANCE:

Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire.

From Account #

 

 

     To Account #  

 

 
  (Loan Account #)        (Deposit Account #)  

Amount of Advance $

 

 

        

All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date:

 

Authorized Signature:

 

 

       Phone Number:  

 

 

Print Name/Title:

 

 

        

 

 

OUTGOING WIRE REQUEST:

Complete only if all or a portion of funds from the loan advance above is to be wired.

Deadline for same day processing is noon, Pacific Time

 

Beneficiary Name:

 

 

       Amount of Wire: $  

 

 

Beneficiary Bank:

 

 

       Account Number:  

 

 

City and State:

 

 

        

Beneficiary Bank Transit (ABA) #:

 

 

        Beneficiary Bank Code (Swift, Sort, Chip, etc.):  

 

 
      

   (For International Wire Only)

   

Intermediary Bank:

 

 

    Transit (ABA) #:  

 

 

For Further Credit to:

 

 

 

Special Instruction:

 

 

 

By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us).

 

Authorized Signature:

 

 

      2nd Signature (if required):  

 

 

Print Name/Title:

 

 

      Print Name/Title:  

 

 

Telephone #:

 

 

      Telephone #:  

 

 

 


EXHIBIT C

Transaction Report

[Excel spreadsheet to be provided separately from lending officer.]


EXHIBIT D

COMPLIANCE CERTIFICATE

 

TO:   SILICON VALLEY BANK    Date:                    
FROM:    AVALARA, INC.   

The undersigned authorized officer of Avalara, Inc., (the “Borrower”), certifies that under the terms and conditions of (a) the Loan and Security Agreement between Borrower, Agent and the Lenders (the “Senior Loan Agreement”) and (b) the Subordinated Loan and Security Agreement between Borrower and Silicon Valley Bank (the “Subordinated Loan Agreement”, and together with the Senior Loan Agreement, the “Agreement”):

(1) Borrower is in complete compliance for the period ending                      with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Senior Loan Agreement and Section 5.8 of the Subordinated Loan Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Agent and Lenders.

Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement.

Please indicate compliance status by circling Yes/No under “Complies” column.

 

Reporting Covenant

  

Required

  

Complies

Monthly financial statements with Compliance Certificate    Monthly within 30 days    Yes  No
Lender’s Meeting    Quarterly within 45 days    Yes  No
Annual financial statement (CPA Audited)    FYE within 180 days    Yes  No
10-Q, 10-K and 8-K    Within 5 Business Days after filing with SEC    Yes  No
A/R & A/P Agings, Deferred Revenue report    Monthly within 30 days    Yes  No
Transaction Reports    Monthly within 30 days and with each Advance request    Yes  No
Annual Financial Projections    FYE within 45 days    Yes  No
409A Valuation Report    Within 30 days of receipt    Yes  No

 

The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state “None”)

 

 

 

 

 


Financial Covenants

   Required      Actual    

Complies

Maintain on a Monthly Basis:        

Minimum Trailing 3-Month Net Billings*

       
   $                   $                  Yes    No

Minimum Trailing 3-Month Net Billings**

       
   $                   $                  Yes    No

Minimum Liquidity

   $ 10,000,000.00      $                  Yes    No

 

* 80% of plan - see Section 6.7(a) of the Senior Loan Agreement.
** 70% of plan – see Section 6.7 of the Subordinated Loan Agreement.

The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”)

 

 

 

 

 

 

 

AVALARA, INC.

 

By:  

 

Name:  

 

Title:  

 

BANK USE ONLY
Received by:  

 

  AUTHORIZED SIGNER
Date:  

 

Verified:  

 

  AUTHORIZED SIGNER
Date:  

 

 

Compliance Status:    Yes    No
 


SCHEDULE 1

LENDERS AND COMMITMENTS

 

Lender

   Term Loan
Commitment
     Term Loan
Commitment
Percentage
    Revolving Line
Commitment
     Revolving Line
Commitment
Percentage
    Commitment
Percentage
 

Silicon Valley Bank

   $ 12,500,000.00        50.00   $ 12,500,000.00        50.00     50.00

Ally Bank

   $ 12,500,000.00        50.00   $ 12,500,000.00        50.00     50.00
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

TOTAL

   $ 25,000,000.00        100.00   $ 25,000,000.00        100.00     100.00
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 
EX-10.14 19 d317509dex1014.htm FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

Exhibit 10.14

FIRST AMENDMENT

TO

LOAN AND SECURITY AGREEMENT

This First Amendment to Loan and Security Agreement (this Amendment”) is entered into this 28th day of April, 2017, by and among (a) SILICON VALLEY BANK, a California corporation “SVB”), in its capacity as administrative agent (“Agent”), (b) SVB, ALLY BANK, a Utah state bank (“Ally”), and each other “Lender” party to the Loan and Security Agreement (as defined below) (each, a “Lender” and collectively, the “Lenders”), (c) AVALARA, INC., a Washington corporation (“Avalara”), (d) AVAFUEL, LLC, a Delaware limited liability company (“AvaFuel”), (e) HOTSPOT TAX, INC., a Delaware corporation (“HotSpot”), (f) BILLSOFT, INC., a Nevada Corporation (“BillSoft”) and (g) SOFTWARE WIZARDS AND GURUS, INC., a Nevada corporation (“Software Wizards”, and together with Avalara, AvaFuel, HotSpot and BillSoft, individually and collectively, jointly and severally, the “Borrower”).

RECITALS

A. Agent, Lenders and Avalara have entered into that certain Loan and Security Agreement dated as of June 6, 2016, as affected by that certain Joinder to Loan and Security Agreement, dated as of September 14, 2016, by and among Agent, Lenders and Borrower (as the same may from time to time be further amended, modified, supplemented or restated, the “Loan Agreement”).

B. Agent and the Lenders extended credit to Borrower for the purposes permitted in the Loan Agreement.

C. Borrower has requested that Agent and the Lenders amend the Loan Agreement to (i) modify the minimum Net Billings financial covenant and (ii) make certain other revisions to the Loan Agreement as more fully set forth herein.

D. Agent and the Lenders have agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.

 

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2. Amendments to Loan Agreement.

2.1 Section 6.7 (Financial Covenants). Subsection (a) of Section 6.7 is deleted in its entirety and replaced with the following:

“(a) Minimum Net Billings. For each trailing three-month period ending at the end of each month, commencing with the three month period ending March 31, 2017 and continuing through and including the three-month period ending February 28, 2018, maintain Net Billings of not less than eighty percent (80%) of the corresponding monthly amount indicated in the excel file “Avalara 2017 Net Billings Covenants” agreed to by Agent, the Lenders and Borrower, dated as of April 27, 2017.

For the monthly period ending March 31, 2018 and each monthly period ending thereafter, the Minimum Net Billings requirements shall be determined by Agent, Lenders and Borrower following receipt of Borrower’s projections approved by the Board for the period from January 1, 2018 through March 31, 2019, as delivered in accordance with Section 6.2. The failure of Borrower, Agent and Lenders to mutually agree on the minimum Net Billings requirements in writing after good faith, reasonable negotiations, on or before March 31 of each fiscal year for the corresponding annual period shall result in an immediate Event of Default for which there shall be no grace or cure period.”

3. Acknowledgment of Default; Waiver. Borrower acknowledges that Borrower is in default of the Loan Agreement for failing to comply with the minimum Net Billings financial covenant contained in Section 6.7(a) thereof for the monthly compliance period ended February 28, 2017 (the “Stated Default”). Subject to compliance with the terms and conditions of this Amendment, Agent and each Lender hereby waive Borrower’s Stated Default for the compliance period indicated above. Agent’s and each Lender’s waiver of Borrower’s compliance with said Stated Default shall apply only to the foregoing specific compliance period and only for the violation described above. The Borrower hereby acknowledges and agrees that except as specifically provided in this Section, nothing in this Section or anywhere in this Amendment shall be deemed or otherwise construed as a waiver by the Agent or any Lender of any of their rights and remedies pursuant to the Loan Agreement, the other existing Loan Documents, applicable law or otherwise.

4. Limitation of Amendments.

4.1 The amendments set forth in Section 2, above, are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Agent or the Lenders may now have or may have in the future under or in connection with any Loan Document.

4.2 This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

 

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5. Representations and Warranties. To induce Agent and each Lender to enter into this Amendment, Borrower hereby represents and warrants to Agent and the Lenders as follows:

5.1 Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing;

5.2 Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;

5.3 The organizational documents of Borrower delivered to Agent on the Effective Date or in connection with this Amendment remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

5.4 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized;

5.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower;

5.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on Borrower, except as already has been obtained or made; and

5.7 This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.

6. Ratification of Perfection Certificate. Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of June 6, 2016, as supplemented by subsequent disclosures made by

 

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Borrower to Agent on or prior to the date hereof, and acknowledges, confirms and agrees that the disclosures and information Borrower provided to Agent in such Perfection Certificate, as supplemented through the date hereof, have not changed, as of the date hereof.

7. Integration. This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Amendment and the Loan Documents merge into this Amendment and the Loan Documents.

8. Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

9. Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Agent of this Amendment by each party hereto, (b) receipt by Agent of updated evidence of insurance, in form and substance reasonably acceptable to Agent, (c) Borrower’s payment of (ii) Agent’s and each Lender’s legal fees and expenses incurred in connection with this Amendment and the existing Loan Documents, and (d) such other documents as Bank may reasonably request.

[Signature page follows.]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

 

BORROWER:      
AVALARA, INC.      
By  

/s/ Alesia Pinney

     
Name:  

Alesia Pinney

     
Title:  

EVP, General Counsel and Secretary

     
AVAFUEL, LLC     HOTSPOT TAX, INC.
By  

/s/ Alesia Pinney

    By  

/s/ Alesia Pinney

Name:  

Avalara, Inc. by Alesia Pinney

    Name:  

Alesia Pinney

Title:  

EVP, General Counsel and Secretary

    Title:  

President and Secretary

BILLSOFT, INC.     SOFTWARE WIZARDS ANG GURUS, INC.
By  

/s/ Alesia Pinney

    By  

/s/ Alesia Pinney

Name:  

Alesia Pinney

    Name:  

Alesia Pinney

Title:  

President and Secretary

    Title:  

President and Secretary

AGENT:      
SILICON VALLEY BANK      
By  

/s/ Jayson Davis

     
Name:  

Jayson Davis

     
Title:  

Director

     
LENDERS:      
SILICON VALLEY BANK     ALLY BANK
By  

/s/ Jayson Davis

    By  

/s/ Christopher T. Erro

Name:  

Jayson Davis

    Name:  

Christopher T. Erro

Title:  

Director

    Title:  

Authorized Signer

 

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EX-10.15 20 d317509dex1015.htm SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT

Exhibit 10.15

Execution Version

SECOND AMENDMENT

TO

LOAN AND SECURITY AGREEMENT

This Second Amendment to Loan and Security Agreement (this Amendment”) is entered into this 16th day of November, 2017, by and among (a) SILICON VALLEY BANK, a California corporation “SVB”), in its capacity as administrative agent (“Agent”), (b) SVB, ALLY BANK, a Utah state bank (“Ally”), and each other “Lender” from time to time party to the Loan and Security Agreement (as defined below) (each, a “Lender” and collectively, the “Lenders”), (c) SVB, in its capacity as an issuer of Letters of Credit (and each other “Issuing Lender” from time to time party to the Loan and Security Agreement (as defined below) (each, an “Issuing Lender” and collectively, the “Issuing Lenders”), (d) AVALARA, INC., a Washington corporation (“Avalara”), (e) AVAFUEL, LLC, a Delaware limited liability company (“AvaFuel”), (f) HOTSPOT TAX, INC., a Delaware corporation (“HotSpot”), (g) BILLSOFT, INC., a Nevada Corporation (“BillSoft”) and (h) SOFTWARE WIZARDS AND GURUS, INC., a Nevada corporation (“Software Wizards”, and together with Avalara, AvaFuel, HotSpot and BillSoft, individually and collectively, jointly and severally, the “Borrower”).

RECITALS

A.    Agent, Lenders and Avalara have entered into that certain Loan and Security Agreement dated as of June 6, 2016, as affected by that certain Joinder to Loan and Security Agreement, dated as of September 14, 2016, by and among Agent, Lenders and Borrower, and as amended by that certain First Amendment to Loan and Security Agreement, dated as of April 28, 2017 (as the same may from time to time be further amended, modified, supplemented or restated, the “Loan Agreement”).

B.    Agent and the Lenders extended credit to Borrower for the purposes permitted in the Loan Agreement.

C.    Borrower has requested that Agent and the Lenders amend the Loan Agreement to (i) refinance the existing Term Loan; (ii) increase the Revolving Line; (iii) modify the financial covenants and (iv) make certain other revisions to the Loan Agreement as more fully set forth herein.

D.    Agent and the Lenders have agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.

 

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AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1.    Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.

2.    Amendments to Loan Agreement.

2.1    Section 2.1.3 (Letters of Credit Sublimit). The Loan Agreement shall be amended by inserting the following new Section 2.1.3 immediately following Section 2.1.2 thereof:

2.1.3    Letter of Credit Sublimit Commitment.

(a)    Commitment. As part of the Revolving Line, subject to the terms and conditions hereof, the Issuing Lender agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Letter of Credit Availability Period in such form as may reasonably be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, the L/C Exposure would exceed either the Dollar Equivalent of the Total L/C Commitments or the Availability Amount at such time. Each Letter of Credit shall (i) be denominated in Dollars or a Foreign Currency, and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

(b)    Limitations on Issuance. The Issuing Lender shall not at any time be obligated to issue (and shall not issue) any Letter of Credit if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Second Amendment Effective Date, or shall impose upon the Issuing Lender any loss, cost or expense which was not applicable on the Second Amendment Effective Date, which the Issuing Lender in good faith deems material to it and not subject to reimbursement by the Borrower in accordance with this Section 2.1.3; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one

 

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or more of the applicable conditions contained in Section 3.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than the Dollar Equivalent of Five Hundred Thousand Dollars ($500,000.00); or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 2.1.3(g), satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

(c)    Procedures for Issuance of Letters of Credit. The Borrower may from time to time request that the Issuing Lender issue a Letter of Credit for the account of the Borrower by delivering to the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of the Issuing Lender, and such other certificates, documents and other papers and information as the Issuing Lender may request. Upon receipt of any Application, the Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender and the Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower promptly following the issuance thereof. The Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

(d)    Fees and Other Charges.

(i)    The Borrower agrees to pay, with respect to each outstanding Letter of Credit issued for the account of (or at the request of) the Borrower, (X) a fronting fee of 0.125% per annum on the daily amount available to be drawn under each such Letter of Credit to the Issuing Lender for its own account (a “Letter of Credit Fronting Fee”), and (Y) a letter of credit fee of 2.00% per annum multiplied by the daily

 

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amount available to be drawn under each such Letter of Credit on the drawable amount of such Letter of Credit to the Administrative Agent for the ratable account of the L/C Lenders (determined in accordance with their respective L/C Percentages) (a “Letter of Credit Fee”), in each case payable quarterly in arrears on the last Business Day of March, June, September and December of each year and on the Letter of Credit Maturity Date (each, an “L/C Fee Payment Date”) after the issuance date of such Letter of Credit, and (Z) the Issuing Lender’s standard and reasonable fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued for the account of (or at the request of) the Borrower or processing of drawings thereunder (the fees in this clause (Z), collectively, the “Issuing Lender Fees”). All Letter of Credit Fronting Fees and Letter of Credit Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

(ii)    In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

(iii)    The Borrower shall furnish to the Issuing Lender and the Administrative Agent such other documents and information pertaining to any requested Letter of Credit issuance, amendment or renewal, including any L/C-Related Documents, as the Issuing Lender or the Administrative Agent may reasonably require. This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit).

(iv)    Any letter of credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to Section 2.1.3(l) shall be payable, to the maximum extent permitted by applicable law, to the other L/C Lenders in accordance with the upward adjustments in their respective L/C Percentages allocable to such Letter of Credit, with the balance of such fee, if any, payable to the Issuing Lender for its own account.

(v)    All fees payable under this Section 2.1.3(d) shall be fully earned on the date paid and nonrefundable.

(vi)    To guard against fluctuations in currency exchange rates, upon the issuance of any Letter of Credit payable in a Foreign Currency, Issuing Lender shall create a reserve (the “Letter of Credit Reserve”) under the Revolving Line in an amount equal to a percentage (which percentage shall be determined by Issuing Lender in its reasonable discretion) of the face amount of such Letter of Credit. The amount of the Letter of Credit Reserve may be adjusted by Issuing Lender from time to time to account for fluctuations in the exchange rate. The availability of funds under the Revolving Line shall be reduced by the amount of such Letter of Credit Reserve for as long as such Letter of Credit remains outstanding.

 

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(e)    L/C Participations.    The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Lender, and, to induce the Issuing Lender to issue Letters of Credit, each L/C Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth below, for such L/C Lender’s own account and risk an undivided interest equal to such L/C Lender’s L/C Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Lender agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower pursuant to Section 2.1.3(g), such L/C Lender shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Lender’s L/C Percentage of the amount of such draft (or the Dollar Equivalent thereof with respect to any Letters of Credit payable in a Foreign Currency), or any part thereof, that is not so reimbursed. Each L/C Lender’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Lender may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence of an Event of Default or the failure to satisfy any of the other conditions specified in Section 3.2, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

(f)    Existing Letters of Credit. The Existing Letters of Credit shall in no case be deemed to be a Letter of Credit outstanding under this Agreement and shall not be entitled to the benefits of this Agreement or any other Loan Document.

(g)    Reimbursement.

(i)    If the Issuing Lender shall make any L/C Disbursement in respect of a Letter of Credit, the Issuing Lender shall notify the Borrower and the Administrative Agent thereof and the Borrower shall pay or cause to be paid to the Issuing Lender an amount equal to the entire amount of such L/C Disbursement not later than the immediately following Business Day. Each such payment shall be made to the Issuing Lender at its address for notices referred to herein, in Dollars and in immediately available funds.

(ii)    If the Issuing Lender shall not have received from the Borrower the payment that it is required to make pursuant to (g)(i) above, with respect to a Letter of Credit within the time specified in such clause, the Issuing Lender will promptly notify the Administrative Agent of the L/C

 

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Disbursement and the Administrative Agent will promptly notify each L/C Lender of such L/C Disbursement and its L/C Percentage thereof, and each L/C Lender shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Lender’s L/C Percentage of such L/C Disbursement, or the Dollar Equivalent thereof with respect to any Letters of Credit payable in a Foreign Currency (and the Administrative Agent may apply Cash Collateral provided for this purpose); upon such payment pursuant to this paragraph to reimburse the Issuing Lender for any L/C Disbursement, the Borrower shall be required to reimburse the L/C Lenders for such payments (including interest accrued thereon from the date of such payment until the date of such reimbursement at the rate applicable to Overadvances) on demand; provided that if at the time of and after giving effect to such payment by the L/C Lenders, the conditions to borrowings set forth in Section 3.2 are satisfied, the Borrower may, by written notice to the Administrative Agent certifying that such conditions are satisfied and that all interest owing under this paragraph has been paid, request that such payments by the L/C Lenders be converted into an Advance under the Revolving Line (a “Revolving Loan Conversion”), in which case, if such conditions are in fact satisfied, the L/C Lenders shall be deemed to have extended, and the Borrower shall be deemed to have accepted, an Advance in the aggregate principal amount of such payment without further action on the part of any party, and the Total L/C Commitments shall be permanently reduced by such amount; any amount so paid pursuant to this paragraph shall, on and after the payment date thereof, be deemed to be Advances for all purposes hereunder; provided that the Issuing Lender, at its option, may effectuate a Revolving Loan Conversion regardless of whether the conditions to borrowings set forth in Section 3.2 are satisfied.

(iii)    Promptly following receipt by the Administrative Agent (or the Issuing Lender, as the case may be) of a payment from the Borrower with respect to an L/C Disbursement, the Administrative Agent (or the Issuing Lender) shall, to the extent that the L/C Lenders have made payments pursuant to this paragraph to reimburse the Issuing Lender, repay such L/C Lenders on a pro rata basis.

(h)    Obligations Absolute. The Borrower’s obligations under this Section 2.1.3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have had against the Issuing Lender or any L/C Lender, any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with the Issuing Lender that the Issuing Lender or any L/C Lender shall not be responsible for, and the Borrower’s obligations hereunder shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be

 

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invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. The Issuing Lender and any L/C Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Issuing Lender or any L/C Lender. The Borrower agrees that any action taken or omitted by the Issuing Lender or any L/C Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower and shall not result in any liability of the Issuing Lender or any L/C Lender to the Borrower. In addition to amounts payable as elsewhere provided in the Agreement, the Borrower hereby agrees to pay and to protect, indemnify, and save Issuing Lender and any L/C Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees and allocated costs of internal counsel) that the Issuing Lender or any L/C Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit, or (ii) the failure of Issuing Lender or of any L/C Lender to honor a demand for payment under any Letter of Credit thereof as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority, in each case other than to the extent solely as a result of the gross negligence or willful misconduct of Issuing Lender or such L/C Lender (as finally determined by a court of competent jurisdiction).

(i)    Letter of Credit Payments. If any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall promptly notify the Borrower and the Administrative Agent of the date and amount thereof. The responsibility of the Issuing Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are substantially in conformity with such Letter of Credit.

(j)    Applications. To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Section 2.1.3, the provisions of this Section 2.1.3 shall apply.

(k)    Interim Interest. If the Issuing Lender shall make any L/C Disbursement in respect of a Letter of Credit, then, unless either the Borrower shall have reimbursed such L/C Disbursement in full within the time period specified in Section 2.1.3(g) or the L/C Lenders shall have reimbursed such L/C Disbursement

 

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in full on such date as provided in Section 2.1.3(g), in each case the unpaid amount thereof shall bear interest for the account of the Issuing Lender, for each day from and including the date of such L/C Disbursement to but excluding the date of payment by the Borrower, at the rate per annum that would apply to an Overadvance.

(l)    Cash Collateral.

(i)    Certain Credit Support Events. Upon the request of the Administrative Agent or the Issuing Lender (X) if the Issuing Lender has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Advance by all the L/C Lenders that is not reimbursed by the Borrower or converted into an Advance under the Revolving Line pursuant to Section 2.1.3(g)(ii), or (Y) if, as of the Letter of Credit Maturity Date, any L/C Exposure for any reason remains outstanding, the Borrower shall, in each case, immediately Cash Collateralize the then effective L/C Exposure in an amount equal to 105% of such L/C Exposure.

At any time that there shall exist a Defaulting Lender, within one (1) Business Day following the request of the Administrative Agent or the Issuing Lender (with a copy to the Administrative Agent), the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover 105% of the Fronting Exposure relating to the Letters of Credit (after giving effect to any Cash Collateral provided by such Defaulting Lender).

(ii)    Grant of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts with the Administrative Agent. The Borrower, and to the extent provided by any Lender or Defaulting Lender, such Lender or Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the Issuing Lender and the L/C Lenders, and agrees to maintain, a first priority security interest and Lien in all such Cash Collateral and in all proceeds thereof, as security for the Obligations to which such Cash Collateral may be applied pursuant to Section 2.1.3(l)(iii) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or any Issuing Lender as herein provided, or that the total amount of such Cash Collateral is less than 105% of the applicable L/C Exposure, Fronting Exposure and other Obligations secured thereby, the Borrower or the relevant Lender or Defaulting Lender, as applicable, will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by such Defaulting Lender).

 

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(iii)    Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this section or otherwise in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Exposure, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(iv)    Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure in respect of Letters of Credit or other Obligations shall no longer be required to be held as Cash Collateral pursuant to this Section 2.1.3(l) following (X) the elimination of the applicable Fronting Exposure and other Obligations giving rise thereto (including by the termination of the Defaulting Lender status of the applicable Lender), or (Y) a determination by the Administrative Agent and the Issuing Lender that there exists excess Cash Collateral; provided, however, (I) that Cash Collateral furnished by or on behalf of a Borrower shall not be released during the continuance of an Event of Default, and (II) that the Person providing such Cash Collateral and the Issuing Lender may agree that such Cash Collateral shall not be released but instead shall be held to support future anticipated Fronting Exposure or other obligations; and provided further, that to the extent that such Cash Collateral was provided by the Borrower, such Cash Collateral shall remain subject to any security interest and Lien granted pursuant to the Loan Documents.

(m)    Additional Issuing Lenders. The Borrower may, at any time and from time to time with the consent of the Administrative Agent (which consent shall not be unreasonably withheld) and such Lender, designate one or more additional Lenders to act as an issuing bank under the terms of this Agreement. Any Lender designated as an issuing bank pursuant to this paragraph shall be deemed to be an “Issuing Lender” (in addition to being a Lender) in respect of Letters of Credit issued or to be issued by such Lender, and, with respect to such Letters of Credit, such term shall thereafter apply to the other Issuing Lender and such Lender.

(n)    Resignation of the Issuing Lender. The Issuing Lender may resign at any time by giving at least 30 days’ prior written notice to the Administrative Agent, the Lenders and the Borrower. Subject to the next succeeding paragraph, upon the acceptance of any appointment as the Issuing Lender hereunder by a Lender that shall agree to serve as successor Issuing Lender, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Issuing Lender and the retiring Issuing Lender shall be discharged from its obligations to issue additional Letters of Credit hereunder without affecting its rights and obligations with respect to Letters of Credit previously issued by it. At the time such resignation shall become effective, the Borrower shall pay all

 

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accrued and unpaid fees pursuant to Section 2.1.3(c). The acceptance of any appointment as the Issuing Lender hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the Borrower and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have all the rights and obligations of the previous Issuing Lender under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the resignation of the Issuing Lender hereunder, the retiring Issuing Lender shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Lender under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit or to extend, renew or increase any existing Letter of Credit.

(o)    Applicability of UCP and ISP. Unless otherwise expressly agreed by the Issuing Lender and the Borrower when a Letter of Credit is issued and subject to applicable laws, the Letters of Credit shall be governed by and subject to (i) with respect to standby Letters of Credit, the rules of the ISP, and (b) with respect to commercial Letters of Credit, the rules of the Uniform Customs and Practice for Documentary Credits, as published in its most recent version by the International Chamber of Commerce on the date any commercial Letter of Credit is issued.”

2.2    Section 2.1.4 (Term Loan 2017). The Loan Agreement shall be amended by inserting the following new Section 2.1.4 immediately following Section 2.1.3 thereof:

2.1.4 Term Loan 2017.

(a)    Availability. Subject to the terms and conditions of this Agreement, the Lenders, severally and not jointly, shall make one (1) term loan (the “Term Loan 2017”) to Borrower on the Second Amendment Effective Date in an aggregate principal amount of Thirty Million Dollars ($30,000,000.00); provided that a portion of the proceeds of the Term Loan 2017 shall be used to repay in full Borrower’s outstanding Existing Term Loan Obligations. Borrower hereby authorizes Agent to apply such portion of the proceeds to the Existing Term Loan Obligations as part of the funding process without actually depositing such funds in an account of Borrower.

(b)    Interest. Commencing on the first (1st) Payment Date of the month following the month in which the Funding Date of the Term Loan 2017 occurs, and continuing on each Payment Date thereafter, Borrower shall make monthly payments of interest on the outstanding principal amount of the Term Loan 2017 at the rate set forth in Section 2.3(a).

 

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(c)    Repayment. Commencing on December 1, 2018 and continuing on each Payment Date thereafter, Borrower shall repay the Term Loan 2017 in (i) twenty-four (24) equal monthly installments of principal, based on a forty-eight (48) month amortization schedule; plus (ii) monthly payments of accrued interest at the rate set forth in Section 2.3(a). All outstanding principal and accrued and unpaid interest with respect to the Term Loan 2017, and all other outstanding Obligations with respect to the Term Loan 2017, are due and payable in full on the Term Loan 2017 Maturity Date. Once repaid, no portion of the Term Loan 2017 may be reborrowed.

(d)    Voluntary Prepayment. Borrower shall have the option to prepay all or any portion of the Term Loan 2017, provided Borrower (i) provides written notice to Agent of its election to prepay the Term Loan 2017 at least three (3) days prior to such prepayment and (ii) pays, on the date of such prepayment, (a) the principal amount of the Term Loan 2017 to be repaid and accrued but unpaid interest, plus (b) the applicable Term Loan 2017 Prepayment Premium, plus (c) all other sums, including Lender Expenses, if any, that shall have become due and payable. Voluntary prepayments hereunder shall be in a minimum principal amount of Five Million Dollars ($5,000,000.00) and increments of One Million Dollars ($1,000,000.00) in excess thereof (or if less, the then-remaining outstanding principal balance of the Term Loan 2017). Notwithstanding the foregoing, Borrower may rescind any notice of prepayment by notice to the Agent on or before the date of prepayment if such prepayment would have resulted from a refinancing or occurrence of another event, which refinancing or event shall not be consummated or shall otherwise be delayed.

(d)    Mandatory Prepayment upon an Acceleration. If the Term Loan 2017 is accelerated following the occurrence of an Event of Default (including, without limitation, an Event of Default pursuant to Section 8.5 hereof), Borrower shall immediately pay to Agent, for the ratable benefit of the Term Loan 2017 Lenders, an amount equal to the sum of (i) all outstanding principal of the Term Loan 2017 and accrued but unpaid interest thereon, plus (ii) the applicable Term Loan 2017 Prepayment Premium on the full outstanding principal balance of the Term Loan 2017, plus (iii) all other sums, including Lender Expenses, if any, that shall have become due and payable.”

2.3    Section 2.2 (Overadvances). Section 2.2 is deleted in its entirety and replaced with the following:

2.2    Overadvances. If, at any time, the sum of (a) the outstanding principal amount of any Advances, plus (b) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) exceeds the lesser of either the Revolving Line or the Borrowing Base, Borrower shall immediately pay to Agent, for the ratable benefit of the Lenders in cash the amount of such excess (such excess, the “Overadvance”). Without limiting Borrower’s obligation to repay Agent and the Lenders any Overadvance, Borrower agrees to pay Agent, for the ratable benefit of the Lenders, interest on the outstanding amount of any Overadvance, on demand, at the Default Rate.”

 

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2.4    Section 2.3 (Payment of Interest on the Credit Extensions). Subsection (a) of Section 2.3 is deleted in its entirety and replaced with the following:

“(a)    Interest Rate.

(i)    Advances. Subject to Section 2.3(b), the principal amount outstanding under the Revolving Line shall accrue interest at a floating per annum rate equal to the Prime Rate plus one and three-quarters of one percent (1.75%), which interest shall be payable monthly in accordance with Section 2.3(d) below.

(ii)    Term Loan 2017. Subject to Section 2.3(b), the principal amount outstanding under the Term Loan 2017 shall accrue interest at a floating per annum rate equal to the Prime Rate plus two and one-quarter of one percent (2.25%), which interest shall be payable monthly.

2.5    Section 2.4 (Fees). Subsection (d) of Section 2.4 is amended in its entirety and replaced with the following:

“(d)    Unused Revolving Line Facility Fee. Payable quarterly in arrears on the last day of each calendar quarter occurring prior to the Revolving Line Maturity Date, and on the Revolving Line Maturity Date, a fee (the “Unused Revolving Line Facility Fee”) in an amount equal to one half of one percent (0.50%) per annum of the average unused portion of the Revolving Line for such calendar quarter. The average unused portion of the Revolving Line for such quarter, for purposes of this calculation, shall be the difference between (x) the Revolving Line, and (y) the average daily closing balance of the Revolving Line outstanding during the quarter, plus the sum of the aggregate amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) during the quarter; and”

2.6    Section 2.4 (Fees). Section 2.4 shall be amended by inserting the following new subsection (g) immediately following subsection (f) thereof:

“(g)     Letter of Credit Fee. The Issuing Lender’s customary fees and expenses for the issuance or renewal of Letters of Credit as and when due pursuant to Section 2.1.3(d) hereof.”

 

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2.7    Section 6.2 (Financial Statements, Reports, Certificates). Subsection (d) of Section 6.2 is amended in its entirety and replaced with the following:

“(d)    Quarterly Lenders’ Meeting. Quarterly, as soon as practicable, but no later than sixty (60) days after the end of each fiscal quarter, one or more Responsible Officers shall meet with the Lenders to discuss Borrower’s past performance and future plans, in detail reasonably acceptable to the Lenders; provided, however, that, in Borrower’s reasonable discretion, Borrower may provide a written quarterly Management Discussion and Analysis (“MD&A”) disclosure to Lenders in a form substantially similar to the MD&A reporting requirements under the Exchange Act for filing Form 10-Q and Form 10-K, in which case the quarterly meetings described in this clause (d) shall not be required;”

2.8    Section 6.7 (Financial Covenants). Section 6.7 is deleted in its entirety and replaced with the following:

“(a)    Minimum Net Billings. For each trailing three-month period ending at the end of each month, commencing with the three month period ending November 30, 2017 and continuing through and including the three-month period ending February 28, 2018, maintain Net Billings of not less than eighty percent (80%) of the corresponding monthly amount indicated in the excel file “Avalara 2017 Consolidated Financial Model v.4.3 Monthly Details” agreed to by Agent, the Lenders and Borrower, delivered to Lenders as of November 1, 2017.

For the monthly period ending March 31, 2018 and each monthly period ending thereafter, the Minimum Net Billings requirements shall be determined by Agent, Lenders and Borrower following receipt of Borrower’s projections approved by the Board for the period from January 1, 2018 through March 31, 2019, as delivered in accordance with Section 6.2. The failure of Borrower, Agent and Lenders to mutually agree on the minimum Net Billings requirements in writing after good faith, reasonable negotiations, on or before March 31 of each fiscal year for the corresponding annual period shall result in an immediate Event of Default for which there shall be no grace or cure period.

(b)    Minimum Liquidity. Minimum Liquidity, tested as of the last day of each month, in an amount equal to or greater than Fifteen Million Dollars ($15,000,000.00).”

2.9    Section 6.11 (Formation or Acquisition of Subsidiaries). The following sentence shall be added to the end of Section 6.11:

“The foregoing requirements and provisions of this Section 6.11 shall not be applicable to AFTC and/or any direct or indirect Foreign Subsidiary of AFTC.”

 

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2.10    Section 7.11 (AFTC). The following new Section 7.11 is hereby inserted immediately following Section 7.10 thereof:

7.11    AFTC.    At any time, (i) permit AFTC and/or any of its Foreign Subsidiaries, to (A) maintain any assets (other than cash permitted by clause (B) hereof) in excess of One Hundred Thousand Dollars ($100,000.00) or incur any liabilities (other than liabilities arising from unpaid tax collections) in excess of One Hundred Thousand Dollars ($100,000.00): (B) maintain any cash, other than (I) cash resulting from Permitted Intercompany Indebtedness, Investment permitted pursuant to clause (g)(iii) of the definition of Permitted Investments, or tax collections from customers until such time as such tax collections are remitted to the applicable taxing authority and (II) cash amounts necessary to cover the filing fees and taxes to maintain such entities existence and good standing in each applicable jurisdiction; (C) conduct any operations other than those directly related to maintain its existence and/or the collection and payment of taxes on behalf of itself and its customers; and (D) maintain any Intellectual Property; and (ii) permit AFTC to create, acquire or otherwise establish any Domestic Subsidiary.”

2.11    Section 9.1 (Rights and Remedies). Subsection (c) of Section 9.1 is amended in its entirety and replaced with the following:

“(c)    for any Letters of Credit, demand that Borrower (i) deposit cash with the Issuing Lender in an amount equal to at least 105% of the Dollar Equivalent of the aggregate face amount of all Letters of Credit remaining undrawn (plus, in each case, all interest, fees, and costs due or to become due in connection therewith (as estimated by the Issuing Lender in its good faith business judgment)), to secure all of the Obligations relating to such Letters of Credit, as collateral security for the repayment of any future drawings under such Letters of Credit, and Borrower shall forthwith deposit and pay such amounts, and (ii) pay in advance all letter of credit fees scheduled to be paid or payable over the remaining term of any Letters of Credit;”

2.12    Section 14 (Definitions). The following definitions appearing in Section 14.1 are amended in their entirety and replaced with the following:

Availability Amount” is (a) the lesser of (i) the Revolving Line or (ii) the amount available under the Borrowing Base; minus (b) the aggregate Dollar Equivalent amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit) plus an amount equal to the Letter of Credit Reserve; minus (c) the outstanding principal balance of any Advances.

Credit Extension” is any Advance, Overadvance, Term Loan 2017, Letter of Credit or any other extension of credit by Agent or any Lender for Borrower’s benefit under this Agreement.

Minimum Liquidity” is, as of any date of measurement, the sum of (i) Borrower’s Qualified Cash; plus (ii) the unused Availability Amount.

Net Revenue Retention Rate” is, for any Subject Quarter, expressed as a percentage, and calculated by dividing (a) total revenue as of the last day of the immediately preceding quarter from any billing accounts that generated revenue during the corresponding quarter of the prior year by (b) total revenue in such

 

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corresponding quarter from those same billing accounts. This calculation shall include changes during the period for such billing accounts, such as additional solutions purchased, changes in pricing and transaction volume, and terminations, but does not reflect revenue for new billing accounts added during such one-year period. The Net Revenue Retention Rate calculation includes only customers with unique account identifiers in Borrower’s primary U.S. billing systems and does not include customers that subscribe to Borrower’s solutions through its international subsidiaries or certain legacy billing systems that are primarily related to past acquisitions by Borrower.

Permitted Intercompany Indebtedness” means loans by Avalara to (i) AFTC and (ii) Foreign Subsidiaries, in each case to the extent permitted under this Agreement.

Prime Rate” is the greater of (i) four and one-quarter percent (4.25%) and (ii) the rate of interest per annum from time to time published in the money rates section of The Wall Street Journal or any successor publication thereto as the “prime rate” then in effect; provided that if such rate of interest, as set forth from time to time in the money rates section of The Wall Street Journal, becomes unavailable for any reason as determined by Agent, the “Prime Rate” shall mean the rate of interest per annum announced by Agent as its prime rate in effect at its principal office in the State of California (such Agent announced Prime Rate not being intended to be the lowest rate of interest charged by Agent in connection with extensions of credit to debtors).

Qualified Cash” is, as of any date of determination, the amount of unrestricted cash and Cash Equivalents of Borrower and its Subsidiaries that is subject only to the first-priority perfected security interest of Agent, and is not subject to any other Lien.

Recurring Revenue” is, for the relevant period, the subscription and returns revenue of Borrower as reported in Borrower’s financial statements.

Revolving Line” is an aggregate principal amount not to exceed Fifty Million Dollars ($50,000,000.00) outstanding at any time.

Revolving Line Maturity Date” is November 15, 2019 (two (2) years after the Second Amendment Effective Date).

2.13    Section 14 (Definitions). The following new definitions are hereby inserted in Section 14.1, each in its applicable alphabetical order:

AFTC” is AFTC, Inc., a Washington corporation and wholly owned Subsidiary of Avalara.

Application” is an application, in such form as the Issuing Lender may specify from time to time, requesting the Issuing Lender to issue a Letter of Credit.

Cash Collateralize” means, with respect to Obligations in respect of Letters of Credit, to deposit in a Collateral Account or to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Lender and one or more

 

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of the Lenders, as applicable, as collateral for L/C Exposure or obligations of the Lenders to fund participations in respect thereof, cash or deposit account balances or, if the Administrative Agent and the Issuing Lender shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and such Issuing Lender.

Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

Existing Letters of Credit” means the letters of credit described on Exhibit A to the Second Amendment, and any extensions, renewals or increases thereof.

Existing Term Loan Obligations” are all outstanding Obligations under the Term Loan owed by Borrower to Agent and the Lenders.

Fronting Exposure” is, at any time there is a Defaulting Lender with respect to the Issuing Lender, such Defaulting Lender’s L/C Percentage of the outstanding L/C Exposure other than L/C Exposure as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

Issuing Lender” and “Issuing Lenders” is, as the context may require, (a) SVB or any Affiliate thereof, in its capacity as issuer of any Letter of Credit, and (b) any other Lender with an L/C Commitment that may become an Issuing Lender with respect to Letters of Credit issued by such Issuing Lender.

Issuing Lender Fees” is defined in Section 2.1.3(d).

L/C Advance” is each L/C Lender’s funding of its participation in any L/C Disbursement in accordance with its L/C Percentage of the L/C Commitment.

L/C Commitment” means, as to any L/C Lender, the obligation of such L/C Lender, if any, to purchase an undivided interest in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit (including to make payments with respect to draws made under any Letter of Credit pursuant to Section 2.1.3(e) in an aggregate principal amount not to exceed the amount set forth under the heading “L/C Commitment” opposite such L/C Lender’s name on Schedule 1.1A, as the same may be changed from time to time pursuant to the terms hereof. The L/C Commitment is a sublimit of the Revolving Line Commitment and the aggregate amount of the L/C Commitments shall not exceed the amount of the Total L/C Commitments at any time.

L/C Disbursements” means a payment or disbursement made by the Issuing Lender pursuant to a Letter of Credit.

L/C Exposure” is, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time, and (b) the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Advances under the Revolving Line at such time, or, in each case, the Dollar Equivalent of such amounts with respect to any Letters of Credit payable in a Foreign Currency. The L/C Exposure of any L/C Lender at any time shall equal its L/C Percentage of the aggregate L/C Exposure at such time.

 

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L/C Facility” means the L/C Commitments and the extensions of credit made thereunder, in each case as a sublimit of the Revolving Line.

L/C Fee Payment Date” is defined in Section 2.1.3(d).

L/C Lender” means a Lender with an L/C Commitment.

L/C Percentage” is, as to any L/C Lender at any time, the percentage of the Total L/C Commitments represented by such L/C Lender’s L/C Commitment.

L/C-Related Documents” means, collectively, each Letter of Credit, all applications for any Letter of Credit (and applications for the amendment of any Letter of Credit) submitted by the Borrower to the Issuing Lender and any other document, agreement and instrument relating to any Letter of Credit, including any of the Issuing Lender’s standard form documents for letter of credit issuances.

Letter of Credit” is as defined in Section 2.1.3(a); provided that such term shall not include each Existing Letter of Credit.

Letter of Credit Availability Period” is the period from and including the Second Amendment Effective Date to but excluding the Letter of Credit Maturity Date.

Letter of Credit Fees” is defined in Section 2.1.3(d).

Letter of Credit Fronting Fees” is defined in Section 2.1.3(d).

Letter of Credit Maturity Date” is the date occurring 15 days prior to the Revolving Line Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

Letter of Credit Reserve” is defined in Section 2.1.3(d)(vi).

Revolving Loan Conversion” is as defined in Section 2.1.3(g).

Second Amendment Effective Date” is November 15, 2017.

Term Loan 2017” has the meaning set forth in Section 2.1.4(a).

Term Loan 2017 Commitment” means, for any Lender, the obligation of such Lender to make a Term Loan 2017 on the Second Amendment Effective Date, up to the principal amount shown on Schedule 1. “Term Loan 2017 Commitments” means the aggregate amount of such commitments of all Lenders.

Term Loan 2017 Commitment Percentage” means, as to any Lender at any time, the percentage of the Term Loan 2017 Commitments represented by such Lender’s Term Loan 2017 Commitment at such time. The initial Term Loan 2017 Commitment Percentage of each Lender is set forth opposite the name of such Lender on Schedule 1.

Term Loan 2017 Maturity Date” is November 1, 2020.

 

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Term Loan 2017 Prepayment Premium” shall be an additional fee payable to Agent, for the ratable benefit of the Term Loan 2017 Lenders in amount equal to one-half of one percent (0.50%) of the principal amount of the Term Loan 2017 being repaid. Notwithstanding any provision of this Agreement to the contrary, there shall be no Term Loan 2017 Prepayment Premium in the event (i) the Term Loan 2017 is prepaid during the ninety (90) day period ending on the Term Loan 2017 Maturity Date; (ii) the Term Loan 2017 is refinanced with any new loan facility in which SVB is a participating lender; or (iii) the Term Loan 2017 is repaid in connection with the proceeds of (a) an initial public offering of Borrower, or (b) an issuance of equity in a financing round with a value greater than Fifty Million Dollars ($50,000,000.00).

Total L/C Commitments” is at any time, the sum of all L/C Commitments at such time, as the same may be reduced from time to time pursuant to Section 2.1.3(g). The initial amount of the Total L/C Commitments on the Second Amendment Effective Date is Ten Million Dollars ($10,000,000.00).

2.14    Section 14 (Definitions). Clauses (b) and (i) of the definition of “Permitted Indebtedness” appearing in Section 14.1 are amended in their entirety and replaced with the following:

“(b)    Indebtedness existing on the Second Amendment Effective Date and shown on the Perfection Certificate;

(i) (i) Permitted Intercompany Indebtedness (excluding Permitted Intercompany Indebtedness to AFTC), in an aggregate amount not to exceed, together with any additional Investments in Foreign Subsidiaries described in Section (g)(iv) of the definition of “Permitted Investments”, Ten Million Dollars ($10,000,000.00) outstanding at any time;; and (ii) Permitted Intercompany Indebtedness to AFTC, in an aggregate amount not to exceed, together with any additional Investments in AFTC described in Section (g)(v) of the definition of “Permitted Investments”, One Million Dollars ($1,000,000.00) in any fiscal year.”

2.15    Section 14 (Definitions). Clause (g) of the definition of “Permitted Investments” appearing in Section 14.1 is amended in its entirety and replaced with the following:

“(g)    Investments (i) by a Secured Credit Party in another Secured Credit Party, (ii) by Borrower in Avalara Technologies Private Limited, a wholly-owned Subsidiary of Parent organized under the laws of India, not to exceed One Million Dollars ($1,000,000.00) in the aggregate in any calendar quarter; provided, however, that no such Investment shall be permitted if an Event of Default has occurred and is continuing or would be caused by such Investment, (iii) by Non-Borrower Subsidiaries in other Non-Borrower Subsidiaries not to exceed One Hundred Thousand Dollars ($100,000.00) in the aggregate in any fiscal year or in Borrower, (iv) additional Investments after the Effective Date of Avalara in

 

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Foreign Subsidiaries, in an aggregate amount for all such additional Investments in Foreign Subsidiaries not to exceed, together with all outstanding Permitted Intercompany Indebtedness, Ten Million Dollars ($10,000,000.00) at any time; and (v) Investments by Avalara in AFTC, in an aggregate amount not to exceed, together with all outstanding Intercompany Indebtedness owed by AFTC to Avalara, One Million Dollars ($1,000,000.00) in any fiscal year.”

2.16    Exhibit D (Compliance Certificate). The Compliance Certificate attached as Exhibit D to the Loan Agreement is amended in its entirety and replaced with Exhibit D attached hereto.

2.17    Schedule 1 (Commitments). Schedule 1 to the Loan Agreement is deleted in its entirety and replaced with Schedule 1 attached hereto.

2.18    Subordinated SVB Loan and Security Agreement. Borrower acknowledges and agrees that (i) the “Draw Period” (as such term is defined in the Subordinated SVB Loan and Security Agreement) has expired under the Subordinated SVB Loan and Security Agreement; (ii) SVB’s commitment to make a Term Loan Advance (as such term is defined in the Subordinated SVB Loan and Security Agreement) has terminated and SVB has no further commitment thereunder; and (iii) the Subordinated SVB Loan and Security Agreement has terminated and is of no further force or effect.

3.    Limitation of Amendments.

3.1    The amendments set forth in Section 2, above, are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Agent or the Lenders may now have or may have in the future under or in connection with any Loan Document.

3.2    This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

4.    Representations and Warranties. To induce Agent and each Lender to enter into this Amendment, Borrower hereby represents and warrants to Agent and the Lenders as follows:

4.1    Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing;

4.2    Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;

 

19


4.3    The organizational documents of Borrower delivered to Agent on the Effective Date or in connection with this Amendment remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

4.4    The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized;

4.5    The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower;

4.6    The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on Borrower, except as already has been obtained or made; and

4.7    This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.

4.8    Borrower hereby ratifies and confirms its respective obligations and indebtedness under the Loan Agreement and the other Loan Documents, as amended hereby, and hereby represents and warrants that as of the date hereof it neither has nor claims any offsets or defenses to the Obligations, and has no other claims or causes of action against any of the Lenders or the Agent in connection with, the Loan Agreement or any of the other Loan Documents (as amended hereby).

5.    Updated Perfection Certificate. In connection with the Second Amendment Effective Date, Borrower has provided to Agent and the Lenders an updated Perfection Certificate (the “Updated Perfection Certificate”). Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in the Updated Perfection Certificate, and acknowledges, confirms and agrees that the disclosures and information Borrower provided in such Updated Perfection Certificate have not changed, as of the date hereof. From and after the Second Amendment Effective Date, all references to the “Perfection Certificate” shall be deemed to be a reference to the Updated Perfection Certificate.

 

20


6.    Integration. This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Amendment and the Loan Documents merge into this Amendment and the Loan Documents.

7.    Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

8.    Conditions Precedent to Effectiveness. This Amendment shall be deemed effective upon:

8.1    the due execution and delivery to Agent of this Amendment by each party hereto;

8.2    evidence satisfactory to Agent that the insurance policies and endorsements required by the Loan Agreement are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Agent, for the ratable benefit of the Lenders;

8.3    Borrower’s payment to Agent, for the ratable benefit of the Lenders, of (i) a fully earned, non-refundable Term Loan 2017 commitment fee equal to One Hundred Fifty Thousand Dollars ($150,000.00); and (ii) a fully earned, non-refundable Revolving Line commitment fee equal to Two Hundred Fifty Thousand Dollars ($250,000.00);

8.4    Borrower’s payment of Agent’s and each Lender’s legal fees and expenses incurred in connection with this Amendment and the existing Loan Documents;

8.5    certified copies, dated as of a recent date, of financing statement searches, as Agent may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection herewith, will be terminated or released;

8.6    Agent shall have received copies, certified by a duly authorized officer of each Borrower, to be true and complete as of the date hereof, of each of (i) the governing documents of each Borrower, as in effect on the date hereof (but only to the extent modified since last delivered to the Agent), (ii) the resolutions of each Borrower authorizing the execution and delivery of this Amendment, the other documents executed in connection herewith and each Borrower’s performance of all of the transactions contemplated hereby (but only to the extent required since last delivered to Agent), and (iii) an incumbency certificate giving the name and bearing a specimen signature of each individual who shall be so authorized on behalf of each Borrower (but only to the extent any signatories have changed since such incumbency certificate was last delivered to Agent);

8.7    an opinion of Borrower’s counsel in form and covering such matters regarding Avalara as are acceptable to Lenders in their discretion;

 

21


8.8    an updated Transaction Report (including Borrowing Base), as in effect immediately after giving effect to this Amendment;

8.9    the duly executed Updated Perfection Certificate; and

8.10    such other documents as Bank may reasonably request.

[Signature page follows.]

 

22


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

BORROWER:

 

AVALARA, INC.
By   /s/ Alesia Pinney
Name: Alesia Pinney
Title: Executive Vice President, General Counsel and Secretary

 

AVAFUEL, LLC
By: Avalara, Inc., its sole member and manager
  By   /s/ Alesia Pinney
  Name: Alesia Pinney
  Title: Executive Vice President, General Counsel and Secretary
HOTSPOT TAX, INC.
By   /s/ Alesia Pinney
Name: Alesia Pinney
Title: President and Secretary
 

 

BILLSOFT, INC.
By   /s/ Alesia Pinney
Name: Alesia Pinney
Title: President and Secretary
SOFTWARE WIZARDS AND GURUS, INC.
By   /s/ Alesia Pinney
Name: Alesia Pinney
Title: President and Secretary
 

 

AGENT:
SILICON VALLEY BANK
By   /s/ Jayson Davis
Name: Jayson Davis
Title: Director

LENDERS:

 

SILICON VALLEY BANK
By   /s/ Jayson Davis
Name: Jayson Davis
Title: Director
ALLY BANK
By   /s/ Brian Baranaskas
Name: Brian Baranaskas
Title: Authorized Signatory
 

 

1


EXHIBIT D

COMPLIANCE CERTIFICATE

 

TO:    SILICON VALLEY BANK    Date:    
FROM: AVALARA, INC.     

The undersigned authorized officer of Avalara, Inc., for itself and on behalf of each other “Borrower” (collectively, the “Borrower”), certifies that under the terms and conditions of the Loan and Security Agreement between Borrower, Agent and the Lenders (as amended, the “Loan Agreement”):

(1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Loan Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Agent and Lenders.

Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement.

Please indicate compliance status by circling Yes/No under “Complies” column.

 

Reporting Covenant

  

Required

  

Complies

Monthly financial statements with Compliance Certificate    Monthly within 30 days    Yes    No
Lender’s Meeting or written MD&A    Quarterly within 60 days    Yes    No
Annual financial statement (CPA Audited)    FYE within 180 days    Yes    No
10-Q, 10-K and 8-K    Within 5 Business Days after filing with SEC    Yes    No
A/R & A/P Agings, Deferred Revenue report    Monthly within 30 days    Yes    No
Transaction Reports    Monthly within 30 days and with each Advance request    Yes    No
Annual Financial Projections    FYE within 45 days    Yes    No
409A Valuation Report    Within 30 days of receipt    Yes    No

The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state “None”)

  

 

  

 

  

 

 

2


Financial Covenants

   Required      Actual      Complies  

Maintain on a Monthly Basis:

        

Minimum Trailing 3-Month Net Billings*

        
   $                           $                               Yes    No  
  

 

 

    

 

 

    

Minimum Liquidity

   $ 15,000,000.00      $                               Yes    No  
     

 

 

    

 

* 80% of plan - see Section 6.7(a) of the Loan Agreement.

The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”)

 

      

 

      

 

      

 

 

AVALARA, INC., for itself and on behalf of each other “Borrower”
By:    
Name:    
Title:    
BANK USE ONLY
Received by:    
  AUTHORIZED SIGNER
Date:    
Verified:    
  AUTHORIZED SIGNER
Date:    
Compliance Status: Yes    No
 

 

3


SCHEDULE 1

LENDERS AND COMMITMENTS

 

Lender

  

Term Loan 2017

Commitment

    

Term Loan 2017

Commitment

Percentage

   

Revolving Line

Commitment

    

Revolving Line

Commitment

Percentage

   

Commitment

Percentage

 

Silicon Valley Bank

   $ 15,000,000.00        50.00   $ 25,000,000.00        50.00     50.00

Ally Bank

   $ 15,000,000.00        50.00   $ 25,000,000.00        50.00     50.00
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

TOTAL

   $ 30,000,000.00        100.00   $ 50,000,000.00        100.00     100.00
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

L/C COMMITMENT

(As a Sublimit of the Revolving Line)

 

Lender

  

L/C Commitment

    

L/C Percentage

 

Silicon Valley Bank

   $ 5,000,000.00        50.00

Ally Bank

   $ 5,000,000.00        50.00
  

 

 

    

 

 

 

TOTAL

   $ 10,000,000.00        100.00
  

 

 

    

 

 

 

 

4


Exhibit A

Existing Letters of Credit

 

Beneficiary

   Amount      Date of Issuance  

Second & Spring Property Owner LLC

   $ 242,800.00        September 5, 2014  

 

5

EX-10.16 21 d317509dex1016.htm LEASE AGREEMENT LEASE AGREEMENT

Exhibit 10.16

LEASE AGREEMENT

BETWEEN

W2007 SEATTLE OFFICE SECOND AND SPRING BUILDING REALTY, LLC,

A DELAWARE LIMITED LIABILITY COMPANY,

AS LANDLORD,

AND

AVALARA, INC.,

A WASHINGTON CORPORATION,

AS TENANT,

DATED AUGUST 14, 2014

The submission of this Lease by Landlord, its broker, agent or representative, for examination or execution by Tenant, does not constitute an option or offer to lease the Premises upon the terms and conditions contained herein or a reservation of the Premises in favor of Tenant; it being intended hereby that notwithstanding the preparation of space plans and/or tenant improvements plans, etc., and/or the expenditure by Tenant of time and/or money while engaged in negotiations in anticipation of it becoming the Tenant under this Lease, or Tenant’s forbearing pursuit of other leasing opportunities, or even Tenant’s execution of this Lease and submission of same to Landlord, that this Lease shall become effective and binding upon Landlord only upon the execution hereof by Landlord and its delivery of a fully executed counterpart hereof to Tenant. No exception to the foregoing disclaimer is intended, nor shall any be implied, from expressions of Landlord’s willingness to negotiate in good faith with respect to any of the terms and conditions contained herein.

Second & Spring

Avalara, Inc.

 

     


BASIC LEASE INFORMATION

 

Lease Date:    August 14, 2014
Landlord:    W2007 SEATTLE OFFICE SECOND AND SPRING BUILDING REALTY, LLC, a Delaware limited liability company
Tenant:    AVALARA, INC., a Washington corporation
Building:    The office building commonly known as Second & Spring, and whose street address is 1100 2nd Avenue, Seattle, Washington, and which contains a total of approximately 133,490 rentable square feet of space.
Premises:   

The Premises shall contain a total of approximately 36,420 rentable square feet of space, comprised of the following:

 

The “Initial Premises contains approximately 24,546 rentable square feet of space and comprises the entire rentable area of the third (3rd) floor of the Building, and is commonly known as Suite 300.

 

The “Must-Take Premises contains approximately 11,874 rentable square feet of space located on the first (1st) floor of the Building, and is commonly known as Suite 105.

 

The Premises are outlined on the floor plan(s) attached to the Lease as Exhibit A.

 

Landlord and Tenant stipulate that the number of rentable square feet in the Premises set forth above is conclusive and shall be binding upon them, and that Landlord shall have the right from time to time to remeasure the Building based on Landlord’s then-current measurement standard.

Land/Project:    The land on which the Building is located (the “Land”) is described on Exhibit B attached hereto. The term “Project” shall collectively refer to the Building, the Land and the driveways, the Parking Facility (as defined in Exhibit G attached hereto), and similar improvements and easements associated with the foregoing or the operation thereof.
Term:    Ninety (90) full calendar months, plus, if the Commencement Date (as defined below) occurs on other than the first day of a month, any partial month from the Commencement Date to the end of the month in

 

   (i)   

Second & Spring

Avalara, Inc.


  

which the Commencement Date falls, starting on the Commencement Date and ending at 5:00 p.m. local time on the last day of the ninetieth (90th) full calendar month following the Commencement Date (the “Expiration Date”), subject to adjustment and earlier termination as provided in the Lease, and extension of the Term as set forth in, and in accordance with, Exhibit I attached hereto.

 

Commencement Date:   

January 1, 2015, which Commencement Date is subject to extension due to Commencement Date Delays (as that term is defined in Section 5.1 of the Tenant Work Letter).

 

  

Notwithstanding anything herein, the “Commencement Date” shall not occur until all of the following have occurred: (a) Landlord has substantially completed Landlord’s Work; (b) Landlord has delivered actual possession and control of the Premises to Tenant; and (c) Landlord has delivered a fully executed copy of this Lease to Tenant.

 

  

In addition, the “Must-Take Commencement Date” shall be the date that is ninety (90) days following the date on which Landlord delivers the Must-Take Premises to Tenant with the Landlord Work (as that term is defined in the Tenant Work Letter) in the Must-Take Premises substantially complete.

 

Basic Rent:    Basic Rent shall be the following amounts for the following periods of time:

 

Period During the Term

   Annual Basic
Rent
    Monthly
Installment of
Basic Rent
    Annual Rental Rate
Per Rentable
Square Foot
 

January 1, 2015 through the day

      

immediately prior to the Must-Take Commencement Date *

   $ 810,018.00 **    $ 67,501.50 **    $ 33.00  

Must-Take Commencement Date through December 31, 2015

   $ 1,201,860.00 **    $ 100,155.00 **    $ 33.00  

January 1, 2016 through December 31, 2016

   $ 1,238,280.00     $ 103,190.00     $ 34.00  

January 1, 2017 through December 31, 2017

   $ 1,274,700.00     $ 106,225.00     $ 35.00  

January 1, 2018 through December 31, 2018

   $ 1,311,120.00     $ 109,260.00     $ 36.00  

 

   (ii)   

Second & Spring

Avalara, Inc.


January 1, 2019 through December 31, 2019

   $ 1,347,540.00      $ 112,295.00      $ 37.00  

January 1, 2020 through December 31, 2020

   $ 1,383,960.00      $ 115,330.00      $ 38.00  

January 1, 2021 through December 31, 2021

   $ 1,420,380.00      $ 118,365.00      $ 39.00  

January 1, 2022 through June 30, 2022

   $ 1,456,800.00      $ 121,400.00      $ 40.00  

 

* The Basic Rent for this period is based on the 24,546 rentable square feet of the Initial Premises only. On and following the Must-Take Commencement Date, the Basic Rent set forth in the chart above is based on the 36,420 rentable square feet of the entire Premises. In the event that the Must-Take Commencement Date does not occur until after January 1, 2016, then the foregoing schedule of Basic Rent shall be modified to reflect the same, which modification shall be confirmed in writing by Landlord to Tenant.
** The Basic Rent with respect to the Initial Premises is subject to abatement from January 1, 2015 through June 30, 2015, and the Basic Rent with respect to the Must-Take Premises is subject to abatement for the first five (5) full months of the Term following the Must-Take Commencement Date, all subject to the terms and conditions set forth in Exhibit H attached hereto. Such abatement of Basic Rent shall not apply with respect to the Additional Monthly Basic Rent, as described below.

In addition, the monthly Basic Rent amounts identified herein shall be subject to increase by the amount of the Additional Monthly Basic Rent in the event that Tenant utilizes any portion of the Additional Improvement Allowance, as more particularly set forth in Section 2.1.2 of the Tenant Work Letter attached hereto as Exhibit B.

 

Security Deposit:    None.
Letter of Credit:    $242,800.00.
Rent:    Basic Rent, Additional Rent (as defined below), and all other sums that Tenant may owe to Landlord or otherwise be required to pay under the Lease.
Permitted Use:    General office use only.
Tenant’s Proportionate Share:    Initially, 18.3879%, which is the percentage obtained by dividing (a) the number of rentable square feet in the Initial Premises as stated above by (b) 133,490.
   Effective as of the Must-Take Commencement Date, Tenant’s Proportionate Share shall equal 27.2829%, which is the percentage obtained by dividing (i) the number of rentable square feet in the

 

   (iii)   

Second & Spring

Avalara, Inc.


   Premises as stated above by (ii) 133,490.
Base Year:    The calendar year 2015.
Parking Pass Ratio:    One (1) unreserved parking pass for every 2,000 rentable square feet of the Premises then leased by Tenant.
Initial Liability   
Insurance Amount:    Three Million Dollars ($3,000,000.00)
Tenant’s Address:    Prior to and after the Commencement Date:
  

Avalara, Inc.

100 Ravine Lane NE, Suite 200

Bainbridge Island, Washington 98110

Attention: Real Estate

   with a copy of any notice of default to:
  

Avalara, Inc.

100 Ravine Lane NE, Suite 200

Bainbridge Island, Washington 98110

Attention: Real Estate with a copy of any default notice to the

Attention: Legal Department

Landlord’s Address:   

For all Notices:

 

Talon Portfolio Services, LLC

1800 Ninth Avenue, Suite 1600

Seattle, Washington 98101

Attention: Lease Administration

 

   (iv)   

Second & Spring

Avalara, Inc.


   With a copy to:
  

W2007 Seattle Office Second and Spring Building Realty, LLC

c/o Walton Street Capital, L.L.C.

900 North Michigan Avenue, Suite 1900

Chicago, Illinois 60611

Attention: Mr. Jim Odenbach

                 Mr. Douglas Welker

                 Angela Lang, Esq.

   With a copy to:
  

Pircher, Nichols & Meeks

1925 Century Park East, Suite 1700

Los Angeles, California 90067-2512

Attention: Real Estate Notices (SCS)

Landlord’s Address:    For Payment of Rent:
  

W2007 Seattle Office Second and Spring Building Realty, LLC

P.O. Box 730722

Dallas, Texas 75373-0722

 

   (v)   

Second & Spring

Avalara, Inc.


TABLE OF CONTENTS

 

         Page  

1.

  Definitions and Basic Provisions      1  

2.

  Lease Grant      1  
  (a) Generally      1  
  (b) Must-Take Premises      2  

3.

  Lease Term      2  
  (a) In General      2  
  (b) Termination Right Based on Landlord’s Failure to Timely Deliver the Must-Take Premises      2  
  (c) Beneficial Occupancy      3  

4.

  Rent      3  
  (a) Payment      3  
  (b) Operating Costs; Taxes      3  
  (c) Cost Pools      11  

5.

  Delinquent Payment; Handling Charges      11  

6.

  Letter of Credit      11  
  (a) General Provisions      11  
  (b) Drawings under Letter of Credit      12  
  (c) Use of Proceeds by Landlord      12  
  (d) Additional Covenants of Tenant      13  
  (e) Nature of Letter of Credit      13  
  (f) Transfer of Letter of Credit      14  

7.

  Landlord’s Obligations      14  
  (a) Services      14  
  (b) Excess Utility Use      15  
  (c) Landlord’s Repairs      15  
  (d) Restoration of Services; Abatement      16  
  (e) General Abatement      16  

8.

  Improvements; Alterations; Repairs; Maintenance      17  
  (a) Improvements; Alterations      17  
  (b) Repairs; Maintenance      18  
  (c) Performance of Work      19  
  (d) Mechanic’s Liens      19  
  (e) Tenant’s Security System      20  

9.

  Use      20  

 

   (vi)   

Second & Spring

Avalara, Inc.


10.

  Assignment and Subletting      21  
  (a) Transfers      21  
  (b) Consent Standards      21  
  (c) Request for Consent      21  
  (d) Conditions to Consent      22  
  (e) Attornment by Subtenants      22  
  (f) Cancellation      23  
  (g) Additional Compensation      23  
  (h) Permitted Transfers      23  

11.

  Insurance; Waivers; Subrogation; Indemnity      24  
  (a) Tenant’s Insurance      24  
  (b) Landlord’s Insurance      26  
  (c) No Subrogation; Waiver of Property Claims      26  
  (d) Waiver      26  
  (e) Indemnities      27  

12.

  Subordination; Attornment; Notice to Landlord’s Mortgagee      28  
  (a) Subordination      28  
  (b) Attornment      28  
  (c) Notice to Landlord’s Mortgagee      28  
  (d) Landlord’s Mortgagee’s Protection Provisions      29  

13.

  Rules and Regulations      29  

14.

  Condemnation      30  
  (a) Total Taking      30  
  (b) Partial Taking – Tenant’s Rights      30  
  (c) Partial Taking – Landlord’s Rights      30  
  (d) Temporary Taking      30  
  (e) Award      30  

15.

  Fire or Other Casualty      30  
  (a) Repair Estimate      30  
  (b) Tenant’s Rights      31  
  (c) Landlord’s Rights      31  
  (d) Repair Obligation      31  
  (e) Abatement of Rent      31  

16.

  Personal Property Taxes      32  

17.

  Events of Default      32  
  (a) Payment Default      32  
  (b) Abandonment      32  
  (c) Subordination      32  
  (d) Estoppel      32  
  (e) Insurance      32  

 

   (vii)   

Second & Spring

Avalara, Inc.


  (f) Mechanic’s Liens      32  
  (g) Misrepresentation      32  
  (h) OFAC/FCPA Representation      33  
  (i) Other Defaults      33  
  (j) Insolvency      33  

18.

  Remedies      33  
  (a) Termination of Lease      33  
  (b) Termination of Possession      33  
  (c) Perform Acts on Behalf of Tenant      34  

19.

  Payment by Tenant; Non-Waiver; Cumulative Remedies      34  
  (a) Payment by Tenant      34  
  (b) No Waiver      35  
  (c) Cumulative Remedies      35  

20.

  Surrender of Premises      35  

21.

  Holding Over      35  

22.

  Certain Rights Reserved by Landlord      36  
  (a) Building Operations      36  
  (b) Security      36  
  (c) Current and Prospective Insurers, Purchasers, Investors and Mortgagees      36  
  (d) Prospective Tenants      36  

23.

  Intentionally Omitted      37  

24.

  Interior Signage      37  

25.

  Telecommunications and Communications      37  
  (a) Tenant’s Telecommunications Providers      37  
  (b) Cable Work      38  
  (c) Landlord’s Reserved Rights      38  
  (d) Removal Obligations      39  

26.

  Miscellaneous      39  
  (a) Landlord Transfer      39  
  (b) Landlord’s Liability      39  
  (c) Force Majeure      40  
  (d) Brokerage      40  
  (e) Estoppel Certificates      41  
  (f) Notices      41  
  (g) Separability      41  
  (h) Amendments; Binding Effect; No Electronic Records      41  
  (i) Quiet Enjoyment      42  
  (j) No Merger      42  
  (k) Entire Agreement      42  

 

   (viii)   

Second & Spring

Avalara, Inc.


  (l) Waiver of Jury Trial      42  
  (m) Governing Law      42  
  (n) Recording      42  
  (o) Water or Mold Notification      42  
  (p) Joint and Several Liability      43  
  (q) Financial Reports      43  
  (r) Attorneys’ Fees      43  
  (s) Confidentiality      43  
  (t) Authority      44  
  (u) Hazardous Materials      44  
  (v) List of Exhibits      45  
  (w) OFAC/FCPA Representation      45  
  (x) Survival of Obligations      46  
  (y) Intentionally Omitted      46  
  (z) Landlord Default      46  
  (aa) Business Days      46  
  (bb) Terms; Captions      46  
  (cc) Bicycle Parking      47  
  (dd) Removal of Property      47  

 

   (ix)   

Second & Spring

Avalara, Inc.


INDEX

 

Abated Base Rent Income Tax Amount

     Exhibit D  

Abated Base Rent Payment Amount

     Exhibit D  

Abated Rent

     Exhibit H  

Acceptable Change

     18  

Acceptable Changes

     18  

Additional Allowance

     2  

Additional Insureds

     24  

Additional Monthly Basic Rent

     2  

Additional Rent

     4  

Advocate Arbitrators

     2, 4  

Affiliate

     1  

Alterations

     17  

Anticipated Delivery Date

     Exhibit K  

Approved Working Drawings

     Exhibit D  

Architect

     Exhibit D  

Award

     2, 4  

Base, shell and Core

     Exhibit D  

Basic Lease Information

     1  

blocked person

     45  

Budget Estimate

     Exhibit D  

Building’s Structure

     1  

Building’s Systems

     1  

Business Days

     46  

Cable Problems

     39  

Cable Work

     38  

Cable(s)

     38  

Casualty

     30  

Claims

     27  

Code

     Exhibit D  

Common Areas

     1  

Comparison Buildings

     1  

Comparison Leases

     Exhibit I, Exhibit I  

Construction Drawings

     Exhibit D  

Contract

     Exhibit D  

Contract Price

     Exhibit D  

Contractor

     Exhibit D  

Coordination Fee

     Exhibit D  

Cost Pools

     11  

Damage Notice

     31  

Default Rate

     11  

Delivery Termination Date

     2  

Disabilities Acts

     20  

Economic Terms

     Exhibit K  

Election Date

     Exhibit K  

Engineers

     Exhibit D  

 

   (x)   

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Avalara, Inc.


Event of Default

     32  

Exercise Notice

     Exhibit I  

Expiration Date

     i  

Extension Option

     Exhibit I  

Final LC Expiration Date

     11  

Final Payment Application

     Exhibit D  

Final Space Plan

     Exhibit D  

Final Working Drawings

     Exhibit D  

First Offer Notice

     Exhibit K  

First Offer Period

     Exhibit L  

First Offer Space

     Exhibit L  

GAAP

     24  

Hazardous Materials

     44  

Holidays

     15  

HVAC

     14  

include

     1  

includes

     1  

including

     1  

Land

     i  

Landlord

     1  

Landlord Parties

     1  

Landlord Party

     1  

Landlord’s Final Retention

     Exhibit D  

Landlord’s Mortgagee

     28  

Landlord’s Work

     Exhibit D  

Law

     1  

Laws

     1  

LC Proceeds Account

     12  

Lease

     1  

Letter of Credit

     11  

Letter of Credit Amount

     11  

Minimum Financial Requirement

     12  

Money Rates

     33  

Mortgage

     28  

Neutral Arbitrator

     2, 4  

O&M Information

     Exhibit D  

Objection Notice

     10  

Objection Period

     10  

Operating Costs

     4  

Operating Costs and Tax Statement

     8  

Operating Costs Excess

     3  

Option Term

     Exhibit I  

Original Tenant

     1  

Outside Agreement Date

     2, 4  

Over-Allowance Amount

     Exhibit D  

Parking Facility

     Exhibit G  

 

   (xi)   

Second & Spring

Avalara, Inc.


Payment Application

     4  

Permitted Transfer

     23  

Permitted Transferee

     23  

Prime Rate

     33  

Prohibited Person

     45  

Project

     i  

Property Management Office

     Exhibit C  

Punch-list Items

     Exhibit E  

Renewal or Replacement LC

     12  

Rent Credit Election Notice

     Exhibit D  

Rent Credit Option

     Exhibit D  

Repair Period

     31  

Review

     9  

Review Notice

     9  

Right of First Offer

     Exhibit L  

SDNs

     45  

Security Deposit Laws

     13  

Specifications

     Exhibit D  

Standard Improvement Package

     Exhibit D  

Superior Rights

     Exhibit L  

Taking

     30  

Tangible Net Worth

     24  

Tax Excess

     7  

Taxes

     7  

Telecommunications Services

     37  

Tenant

     1  

Tenant Improvement Allowance

     Exhibit D  

Tenant Improvement Allowance Items

     Exhibit D  

Tenant Improvements

     Exhibit D  

Tenant Parking Passes

     Exhibit G  

Tenant Parties

     1  

Tenant Party

     1  

Tenant Work Letter

     Exhibit D  

Tenant’s Accountant

     9  

Tenant’s Agents

     Exhibit D  

Tenant’s Election Notice

     Exhibit K  

Tenant’s Off-Premises Equipment

     1  

Tenant’s Security System

     20  

Termination Date

     1  

Termination Notice

     1  

Termination Option

     1  

The Law of Real Estate Agency

     40  

Third Party Offer

     Exhibit K, Exhibit K  

Transfer

     21  

 

   (xii)   

Second & Spring

Avalara, Inc.


LEASE

This Lease Agreement (this “Lease”) is entered into as of August 14, 2014 between W2007 SEATTLE OFFICE SECOND AND SPRING BUILDING REALTY, LLC, a Delaware limited liability company (“Landlord”), and AVALARA, INC., a Washington corporation (“Tenant”).

1. Definitions and Basic Provisions. The definitions and basic provisions set forth in the Basic Lease Information (the “Basic Lease Information”) are incorporated herein by reference for all purposes. Additionally, the following terms shall have the following meanings when used in this Lease: “Affiliate” means any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the party in question; “Building’s Structure” means the Building’s exterior walls, roof, elevator shafts, footings, foundations, structural portions of load-bearing walls, structural floors and subfloors, and structural columns and beams; “Building’s Systems” means the Building’s HVAC (as defined below), security, life-safety, plumbing, electrical, and mechanical systems; “Comparison Buildings” means first class office buildings in the Seattle, Washington central business district area; “include”, “includes” or “including” shall be deemed, as the context indicates, to be followed by the words “but (is/are) not limited to” or “without limitation”; “Laws” means all federal, state, and local laws, codes, ordinances, rules, requirements and regulations, all court orders, governmental directives, and governmental orders and all interpretations of the foregoing, and all restrictive covenants and conditions affecting the Project, and “Law” means any of the foregoing; “Tenant’s Off-Premises Equipment” means any of Tenant’s equipment or other property that may be located on the grounds of the Project (other than inside the Premises); and “Tenant Parties” means all of the following persons: Tenant; any assignees claiming by, through, or under Tenant; any subtenants claiming by, through, or under Tenant; and any of their respective agents, contractors, employees, licensees, guests and invitees, and “Tenant Party” means any of the foregoing. “Original Tenant” means the Tenant originally named in this Lease. “Landlord Parties” means all of the following persons: Landlord, Landlord’s Mortgagees (as defined below), and any of their respective partners, members, directors, officers, trustees, shareholders, successors and assigns, agents, employees, independent contractors, licensees, guests and invitees, and “Landlord Party” means any of the foregoing.

2. Lease Grant.

(a) Generally. Subject to the terms of this Lease, Landlord leases to Tenant, and Tenant leases from Landlord, the Premises. Tenant shall also have the non-exclusive right to use in common with Landlord and the other tenants of the Project those portions of the Project that are provided by Landlord for use in common with Landlord and the other tenants of the Project, such as entrances, lobbies, restrooms, ground floor corridors, elevators and elevator foyers, loading and unloading areas, plazas, ramps, drives, stairs, and access ways and service ways (collectively, the “Common Areas”). The outline of the Premises is set forth in Exhibit A attached hereto. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location of the Premises in the Building, only, and such Exhibit is not meant to constitute an agreement, representation or warranty as to the construction of the Premises, the precise area thereof or the specific location of the Common Areas, or the elements thereof or of the accessways to the Premises or the Project.

 

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(b) Must-Take Premises. Effective as of Must-Take Commencement Date, Tenant shall accept delivery of the Must-Take Premises from Landlord and the Must-Take Premises shall become part of the Premises for all purposes hereunder, and all references in this Lease to the “Premises” shall thereafter include the Must-Take Premises. Tenant’s obligation to pay Basic Rent for the Must-Take Premises, and to pay Tenant’s Proportionate Share of any increase in Operating Costs and Taxes (as those terms are defined in Section 4. below) with respect to the Must-Take Premises, shall commence on the Must-Take Commencement Date.

3.    Lease Term.

(a) In General. The terms and conditions and provisions of this Lease shall be effective as of the date of this Lease. The Commencement Date, Must-Take Commencement Date, Expiration Date and Term of this Lease shall be as set forth in the Basic Lease Information of this Lease. By occupying the Premises or any portion thereof, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to other provisions of this Lease, including the performance of punch-list items that remain to be performed by Landlord, if any. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E attached hereto confirming (1) the Commencement Date and the Expiration Date of the initial Term, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Occupancy of the Premises by Tenant prior to the Commencement Date shall be subject to all of the provisions of this Lease including those requiring the payment of Basic Rent and Additional Rent (each as defined below).

(b) Termination Right Based on Landlord’s Failure to Timely Deliver the Must-Take Premises. Notwithstanding the foregoing, if Landlord is unable to tender possession of the Premises and/or Must-Take Premises with the Landlord’s Work to be performed therein substantially complete on or before January 1, 2016 (the “Delivery Termination Date”), which date shall not be subject to delays for any reason (including force majeure), then Tenant may terminate this Lease by delivering to Landlord notice thereof at any time before the earlier of (1) fifteen (15) days following the Delivery Termination Date, as such date may be so extended, or (2) the date on which Landlord tenders possession of the Premises and/or Must-Take Premises to Tenant with the Landlord’s Work to be performed therein substantially complete. Notwithstanding the foregoing to the contrary, the Delivery Termination Date shall be extended day-for-day each day Landlord is delayed in delivering possession of the Must-Take Premises to Tenant with the Landlord’s Work to be performed therein substantially complete due solely to delays caused by Tenant or Tenant’s Agents (as defined in Exhibit D). The termination right afforded to Tenant under this Section 3(b) shall be Tenant’s sole recourse for Landlord’s failure to timely tender possession of the Must-Take Premises to Tenant with the Landlord’s Work to be performed therein substantially complete on or before the Delivery Termination Date, as such date may be so extended. Time is of essence for the delivery of Tenant’s termination notice under this Section 3(b); accordingly, if Tenant fails to timely deliver such notice, Tenant’s right to terminate this Lease under this Section 3(b) shall expire.

 

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(c) Beneficial Occupancy. Tenant shall have the right to occupy the Initial Premises prior to the Commencement Date, provided that (A) a certificate of occupancy, or a temporary certificate of occupancy (or the equivalent of either) shall have been issued by the appropriate governmental authorities permitting Tenant’s use and occupancy of the Initial Premises for the Permitted Use, and (B) all of the terms and conditions of the Lease shall apply, other than Tenant’s obligation to pay Basic Rent, and Tenant’s Proportionate Share of the Operating Costs Excess plus Tenant’s Proportionate Share of the Tax Excess (as defined below), as though the Commencement Date had occurred.

4.    Rent.

(a) Payment. Tenant shall timely pay Rent to Landlord, without notice, demand, deduction or setoff (except as otherwise expressly provided herein), by good and sufficient check drawn on a national banking association delivered to Landlord’s address provided for in the Basic Lease Information, by wire transfer as provided for in the Basic Lease Information, or to such other address or by wiring instructions provided in a notice delivered by Landlord to Tenant, accompanied by all applicable state and local sales or use taxes. The obligations of Tenant to pay Rent and other sums to Landlord and the obligations of Landlord under this Lease are independent obligations. Subject to the provisions of Exhibit H attached hereto, Basic Rent, adjusted as herein provided, shall be payable monthly in advance. The monthly installment of Basic Rent for the first calendar month of the Term for which Basic Rent is due to Landlord hereunder shall be payable within two (2) Business Days following Tenant’s receipt of a fully executed copy of this Lease; thereafter, Basic Rent shall be payable on the first day of each month beginning on the first day of the second full calendar month of the Term for which Basic Rent is due to Landlord. The monthly Basic Rent for any partial month at the beginning of the Term shall equal the product of 1/365 of the annual Basic Rent in effect during the partial month and the number of days in the partial month and shall be due on the Commencement Date. Payments of Basic Rent for any fractional calendar month at the end of the Term shall be similarly prorated. Subject to the provisions of Exhibit H attached hereto, Tenant shall pay Additional Rent at the same time and in the same manner as Basic Rent.

Notwithstanding the foregoing, Tenant shall not be required to pay Basic Rent, Annual Additional Rent or any other charges hereunder until Tenant receives from Landlord a completed and executed W-9 taxpayer identification form. Landlord acknowledges and agrees that Tenant, at Tenant’s option, shall have the right to pay amounts due under this Lease to Landlord via electronic funds transfer, and that Landlord shall reasonably cooperate with Tenant, if necessary, to establish that manner of payment by Tenant.

(b)     Operating Costs; Taxes.

(1) Tenant shall pay to Landlord Tenant’s Proportionate Share of any increase in Operating Costs (as defined below) for each calendar year and partial calendar year falling within the Term over the Operating Costs for the Base Year (the “Operating Costs Excess”). Tenant shall not pay any charges for Operating Costs prior to the end of the Base

 

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Avalara, Inc.


Year. Landlord may make a good faith estimate of Tenant’s Proportionate Share of the Operating Costs Excess to be due by Tenant for any calendar year or part thereof during the Term. During each calendar year or partial calendar year of the Term (after the Base Year), Tenant shall pay to Landlord, in advance concurrently with each monthly installment of Basic Rent, an amount equal to the estimated Tenant’s Proportionate Share of the Operating Costs Excess for such calendar year or part thereof divided by the number of months therein. From time to time, Landlord may estimate and re-estimate Tenant’s Proportionate Share of the Operating Costs Excess to be due by Tenant and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Tenant’s Proportionate Share of the Operating Costs Excess payable by Tenant shall be appropriately adjusted in accordance with the estimations so that, by the end of the calendar year in question, Tenant shall have paid all of the Additional Rent as estimated by Landlord. Any amounts paid based on such an estimate shall be subject to adjustment as herein provided when actual Operating Costs are available for each calendar year. “Additional Rent,” as used herein, shall mean, collectively, Tenant’s Proportionate Share of the Operating Costs Excess plus Tenant’s Proportionate Share of the Tax Excess (as defined below).

(2) The term “Operating Costs” means all expenses and disbursements (subject to the limitations set forth below) that Landlord incurs in connection with the ownership, operation, maintenance, repair and replacement of the Project, determined in accordance with sound accounting principles consistently applied, including the following costs: (A) wages and salaries of all on-site employees at or below the grade of general manager engaged in the operation, maintenance or security of the Project (together with Landlord’s reasonable allocation of expenses of off-site employees at or below the grade of senior building manager who perform a portion of their services in connection with the operation, maintenance or security of the Project), including taxes, insurance and benefits relating thereto; (B) all supplies and materials used in the operation, maintenance, repair, replacement and security of the Project; (C) costs for improvements (as distinguished from replacement of parts or components installed in the ordinary cause of business) made to the Project that, although capital in nature, are expected to reduce the normal operating costs (including all utility costs) of the Project or to enhance safety or security of the Property or its occupants, as amortized using a commercially reasonable interest rate over the time period reasonably estimated by Landlord to recover the costs thereof taking into consideration the anticipated cost savings, as determined by Landlord using its good faith, commercially reasonable judgment, as well as capital improvements made in order to comply with any Law hereafter promulgated by any governmental authority or any interpretation hereafter rendered with respect to any existing Law, to promote safety or to maintain the quality of the Project, as amortized using a commercially reasonable interest rate over the useful economic life of such improvements as determined by Landlord in its reasonable discretion; (D) cost of all utilities, except the cost of utilities reimbursable to Landlord by the Project’s tenants other than pursuant to a provision similar to this Section 4(b); (E) insurance expenses; (F) repairs, replacements, and general maintenance of the Project; (G) fair market rental and other costs with respect to the management office for the Building; (H) service, maintenance and management contracts with independent contractors for the operation, maintenance, management, repair, replacement, or security of the Project (including alarm service, window cleaning, and elevator maintenance); (I) Parking Facility operation, repair, restoration and maintenance; and (J) payments made or charges incurred under any reciprocal easement agreement, transportation management agreement, cost-sharing agreement or other covenant, condition, restriction or similar document affecting or benefiting the Property whether now or hereafter in effect.

 

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Avalara, Inc.


Notwithstanding anything herein to the contrary, Operating Costs shall not include costs for:

(i) capital improvements made to the Project, other than capital improvements described in Section 4(b)(2)(C) above and items that are generally considered maintenance and repair items, such as painting of common areas, replacement of carpet in elevator lobbies, and the like;

(ii) repair, replacements and general maintenance paid by proceeds of insurance or by Tenant or other third parties;

(iii) depreciation;

(iv) leasing commissions;

(v) legal expenses for services, other than those that benefit the Project tenants generally (e.g., tax disputes);

(vi) renovating or otherwise improving space for occupants of the Project or vacant space in the Project;

(vii) Taxes;

(viii) federal income taxes imposed on or measured by the income of Landlord from the operation of the Project;

(ix) depreciation or amortization on the Building;

(x) debt service, rental under any ground or underlying lease, or interest, principal, points, and fees on any encumbrance, Mortgage, or other debt instrument encumbering the Building except loans made to Landlord for capital improvements described in Section 4(b)(2)(C) above;

(xi) Taxes (as defined below);

(xii) attorneys’ fees and expenses, brokerage commissions, advertising costs, or other related expenses incurred in connection with the leasing of the Building including lease concessions, rental abatements, and construction allowances;

(xiii) the cost of any improvements, repairs, or equipment that would be properly classified as capital expenditures (including the repair of structural portions of the roof, foundations, floors, and exterior walls of the Building), except as specifically provided in Section 4(b)(2)(C) above;

(xiv) the cost (including permit, license, and inspection fees) of decorating and painting, improving for tenant occupancy, or altering for tenant occupancy portions of the Building to be demised, or available to be demised, to tenants;

(xv) any deductible under Landlord’s insurance policies in excess of a commercially reasonable deductible;

 

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Avalara, Inc.


(xvi) costs of insurance in excess of insurance that is customarily carried by prudent institutional owners of Comparison Buildings;

(xvii) costs for which Landlord is reimbursed or entitled to be reimbursed by condemnation or insurance proceeds, other tenants, or any other source (other than through this Operating Costs provision and similar provisions in other leases in the Building);

(xviii) costs to repair or replace the Project resulting from any Casualty (as defined below) (other than the amount of any commercially reasonable insurance deductibles);

(xix) rentals incurred in leasing equipment that if purchased rather than rented would have constituted a capital expenditure that is not specifically included in Operating Costs in accordance with the provisions of Section 4(b)(2)(C) above;

(xx) any bad debt loss or rent loss; any reserves;

(xxi) costs incurred in connection with the operation of the business entity constituting Landlord, as distinguished from the costs of operating the Project;

(xxii) costs of selling, syndicating, financing, mortgaging, or hypothecating any of Landlord’s interest in the Building; and costs of defending any lawsuits with any mortgagee;

(xxiii) amounts paid to Landlord or Landlord’s Affiliates for the provision of goods or services that would otherwise be included in Operating Costs to the extent such costs exceed the fair market value of such goods or services;

(xxiv) the amount of any political or charitable contributions;

(xxv) the cost of any “tenant relations” parties or promotions;

(xxvi) the cost of repairs, alterations, additions, improvements, or replacements made to (a) comply with any Laws in effect as of the date of this Lease, or (b) rectify or correct any damage caused by the gross negligence or willful misconduct of Landlord or any Landlord Party;

(xxvii) costs incurred in installing, operating, and maintaining any specialty improvement not normally installed, operated, and maintained in Comparison Buildings, including an observatory, a luncheon club, or athletic or recreational facilities (except to the extent available to tenants of the Building without charge);

(xxviii) the cost of wages, salaries, bonuses, and other compensation of all employees above the grade of general manager (including asset managers, leasing agents, promotional directors, officers, directors, and executives of Landlord), including taxes, insurance, and benefits relating thereto;

 

(xxix) the cost of labor and employees with respect to personnel not located at the Building on a full time basis unless such costs are appropriately allocated between the Building and the other responsibilities of such personnel;

 

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(xxx) costs, fines, penalties, and interest incurred due to violation by Landlord of the terms and conditions of any lease, or any Laws, or due to violation by any other tenant in the Project of the terms and conditions of any lease, ground lease, mortgage or deed of trust, or other covenants, conditions, or restrictions encumbering the Project, or any Laws;

(xxxi) interest, penalties, or other costs arising out of Landlord’s failure to make timely payment of its obligations;

(xxxii) property management fees in excess of three percent (3%) of the gross income produced by the Project;

(xxxiii) costs incurred to test, survey, clean up, contain, abate, remove, or otherwise remedy Hazardous Materials (as defined below) or mold from the Project;

(xxxiv) costs of acquiring artwork;

(xxxv) costs of providing utilities (including HVAC service, electricity, water, gas, fuel, steam, lighting, and sewer), janitorial service, or other benefits to other tenants to an extent in excess of the utilities, janitorial service, and other benefits, if any, to which Tenant is entitled under this Lease at no additional charge;

(xxxvi) Landlord’s general overhead expenses not related to the Project;

(xxxvii) legal fees, accountants’ fees, and other expenses incurred in connection with disputes with Tenant, other tenants or occupants of the Project, or associated with the enforcement of any leases or defense of Landlord’s title or interest in the Project or any part thereof, other than those that benefit the Project tenants generally (e.g., tax disputes);

(xxxviii) any compensation paid to clerks, attendants, or other persons in commercial concessions operated by Landlord in the Building; and

(xxxix) advertising and promotional expenses, and the cost of acquiring and installing signs in or on the Building identifying the owner of the Building or any other tenant or occupant of the Building.

Operating Costs for the Base Year only shall not include market-wide labor-rate increases due to extraordinary circumstances, including boycotts and strikes; utility rate increases due to extraordinary circumstances, including conservation surcharges, boycotts, embargoes or other shortages; or amortized costs relating to capital improvements.

Tenant shall also pay Tenant’s Proportionate Share of any increase in Taxes for each calendar year and partial calendar year falling within the Term over the Taxes for the Base Year (the “Tax Excess”). Tenant shall not pay any charges for Taxes prior to the end of the first Base Year. Tenant shall pay Tenant’s Proportionate Share of the Tax Excess in the same manner as provided above for Tenant’s Proportionate Share of the Operating Costs Excess (both on an estimated and actual basis as provided therein). “Taxes” means taxes, assessments, and governmental charges or fees whether federal, state, county or municipal, and whether they be by taxing districts or authorities presently taxing or by others, subsequently created or otherwise, and any other taxes

 

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and assessments (including nongovernmental assessments for common charges under a restrictive covenant or other private agreement that are not treated as part of Operating Costs) now or hereafter attributable to the Project (or its operation), excluding, however, penalties and interest thereon. Notwithstanding anything to the contrary contained in this Lease, there shall be excluded from Taxes any excess profits taxes, franchise taxes, gift taxes, inheritance and succession taxes, estate taxes, documentary transfer taxes, federal or state income, corporate, capital stock, or capital gains taxes, penalties incurred as a result of Landlord’s failure to pay taxes or to file any tax or informational returns and other taxes to the extent applicable to Landlord’s general or net income (as opposed to rents, receipts, or income attributable to operations at the Project); provided, that if the present method of taxation changes so that in lieu of or in addition to the whole or any part of any Taxes, there is levied on Landlord a capital tax directly on the rents received therefrom or a franchise tax, assessment, or charge based, in whole or in part, upon such rents for the Project, then all such taxes, assessments, or charges, or the part thereof so based, shall be deemed to be included within the term “Taxes” for purposes hereof. If an assessment is payable in installments, Taxes for the year shall include the amount of the installment and any interest due and payable during that year. For purposes of computing Taxes, any special assessment shall be deemed to have been paid in the maximum number of installments permitted by Law, and Taxes shall be deemed to include all interest that would have been payable in connection therewith as a result of paying such special assessment in the maximum number of installments permitted by Law. For all other Taxes, the Taxes for that year shall, at Landlord’s election, include either the amount accrued, assessed or otherwise imposed for the year or the amount due and payable for that year, provided that Landlord’s election shall be applied consistently throughout the Term. If there is a change in Taxes for any year of the Term, then Taxes for that year will be retroactively adjusted and Landlord shall provide Tenant, as applicable, with a credit or a statement of any deficiency based on the adjustment. Tenant shall pay any such deficiency within thirty (30) days after receipt of the statement from Landlord. Taxes shall include the costs of consultants retained in an effort to lower taxes and all costs incurred in disputing any taxes or in seeking to lower the tax valuation of the Project. For property tax purposes, Tenant waives all rights to protest or appeal the appraised value of the Premises, as well as the Project, and all rights to receive notices of re-appraisement. To the extent the same is in Landlord’s possession, Landlord shall provide a copy of the then-current tax bill to Tenant upon request.

(3) By April 1 of each calendar year, or as soon thereafter as practicable, Landlord shall furnish to Tenant a statement of Operating Costs for the previous year, in each case adjusted as provided in Section 4(b)(4) below, and of the Taxes for the previous year (the “Operating Costs and Tax Statement”). If Tenant’s estimated payments of Tenant’s Proportionate Share of the Operating Costs Excess and/or Tax Excess, as the case may be, under this Section 4(b) for the year covered by the Operating Costs and Tax Statement exceed Tenant’s Proportionate Share of the Operating Costs Excess and/or Tax Excess, as the case may be, as indicated in the Operating Costs and Tax Statement, then Landlord shall promptly credit or reimburse Tenant for such applicable excess; likewise, if Tenant’s estimated payments of Tenant’s Proportionate Share of the Operating Costs Excess or Tax Excess, as the case may be, under this Section 4(b) for such year are less than Tenant’s Proportionate Share of the Operating Costs Excess and/or Tax Excess, as the case may be, as indicated in the Operating Costs and Tax Statement, then Tenant shall pay Landlord such deficiency within thirty (30) days after receipt of the Operating Costs and Tax Statement. No delay in providing any Operating Costs and Tax Statement shall be deemed a default by Landlord or a waiver of Landlord’s right to require payment of Tenant’s Obligations for actual or estimated Operating Costs Excess or Tax Excess.

 

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(4) With respect to any calendar year or partial calendar year in which the Building is not occupied to the extent of one hundred percent (100%) of the rentable area thereof, or Landlord is not supplying services to one hundred percent (100%) of the rentable area thereof, the Operating Costs for such period that vary with the occupancy of the Building shall, for the purposes hereof, be increased to the amount that would have been incurred had the Building been occupied to the extent of one hundred percent (100%) of the rentable area thereof and Landlord had been supplying services to one hundred percent (100%) of the rentable area thereof; provided, however, in no event shall Tenant be obligated to pay for services that are not provided to unoccupied portions of the Building, and the terms of the immediately foregoing sentence shall not apply to services are provided to unoccupied portions of the building. If a category of Operating Costs is first incurred in a calendar year after the Base Year, then for purposes of calculating the Operating Costs Excess for such calendar year (and the following calendar years) the Operating Costs for the Base Year shall be deemed to be increased to include the amount that Landlord reasonably estimates would have been incurred by Landlord for such category of Operating Costs in the Base Year if Landlord had incurred such category of Operating Costs in the Base Year. Conversely, if in a calendar year subsequent to the Base Year, Landlord no longer incurs a category of Operating Costs, then for purposes of calculating the Operating Costs Excess for such calendar year (and the following calendar year), Operating Costs for such Base Year shall be deemed to be decreased by the amount that Landlord actually incurred for such category of Operating Costs in the Base Year. The adjustments to the Operating Costs for the Base Year provided for in the preceding two sentences shall not be deemed to require a recalculation of the Operating Costs Excess for any calendar year prior to the calendar year in question.

(5) Tenant may once, within one hundred eighty (180) days after receiving the Operating Costs and Tax Statement, give Landlord notice (the “Review Notice”) that Tenant intends to have Landlord’s records of the Operating Costs and Taxes for the calendar year covered by the Operating Costs and Tax Statement reviewed (the “Review”) for the sole purpose of determining whether the Operating Costs and Tax Statement is accurate; provided that as a condition to Tenant’s exercise of its right of Review set forth in this Section 4(b)(5), Tenant shall not be permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amount as required by the provisions of this Section 4 in accordance with such Operating Costs and Tax Statement. However, such payment may be made under protest pending the outcome of the Review. If Tenant retains an agent to review Landlord’s records, the agent shall be with a CPA firm licensed to do business in the State of Washington (working on a non-contingency fee basis) and its fees shall not be contingent in whole or in part, upon the outcome of the review (“Tenant’s Accountant”). Within a reasonable time after receipt of the Review Notice (not to exceed thirty (30) days), Landlord shall make available to Tenant’s Accountant during normal business hours all pertinent records with respect to the Operating Costs and Tax Statement for the calendar year that is the subject of the Review Notice and that are reasonably necessary for Tenant’s Accountant to conduct the Review. If any records are maintained at a location other than the office of the Building, Tenant’s Accountant may either inspect the records at such other location or Tenant may pay for the reasonable cost of copying

 

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and shipping the records. Except as otherwise expressly hereinafter provided, Tenant shall be solely responsible for all costs, expenses and fees incurred for the Review. Within sixty (60) days after the records are made available to Tenant’s Accountant (the “Objection Period”), Tenant shall have the right to give Landlord notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s Operating Costs and Tax Statement for that year. If Tenant fails to provide Landlord with a Review Notice with respect to the Operating Costs and Tax Statement for any calendar year within the one hundred eighty (180) day period described above, or fails to give Landlord an Objection Notice within the sixty (60) day period described above, Tenant shall be deemed to have approved the Operating Costs and Tax Statement and shall be barred from raising any claims regarding the Operating Costs and Tax Statement for that year. If Landlord agrees with Tenant’s Objection Notice, then Landlord shall credit the amount of any overpayment by Tenant in respect of Operating Costs and Taxes against the Rent next payable under this Lease; provided, that if the Term shall have expired, then any overpayment for which Tenant may otherwise have received a credit shall be refunded to Tenant within thirty (30) days after receipt of said certification at Tenant’s last known address after deducting the amount of Rent and any other payments due. If Landlord disagrees with Tenant’s Objection Notice, then Landlord shall give to Tenant notice thereof within thirty (30) days after Landlord’s receipt of Tenant’s Objection Notice, which notice shall set forth in reasonable detail the reasons for such disagreement, and Landlord and Tenant shall attempt to resolve the disagreement. If Landlord and Tenant cannot mutually agree on the resolution of the disagreement within thirty (30) days after Tenant’s receipt of Landlord’s notice of disagreement, then Landlord and Tenant shall jointly choose an independent certified public accountant located in Seattle, Washington who has not represented either Landlord, Tenant, or their respective Affiliates, in the preceding five (5) years to resolve the disagreement, whose determination shall be binding on the parties hereto. If the parties are unable to agree upon such independent certified public accountant, then either Landlord or Tenant shall have the right to petition for the appointment of the independent accountant by the Presiding Judge of the Superior Court of King County, Washington and the decision of such Judge (and the determination of the accountant appointed by such Judge) shall be final and binding upon the parties, and not subject to appeal of any kind. If the final determination shall disclose that the Operating Costs and Tax Statement for the calendar year in question were overstated by more than five percent (5%), then Landlord shall reimburse Tenant, within thirty (30) days after Landlord receives notice of such final determination, for the reasonable costs of the independent certification or reimburse Tenant (as applicable) the cost of Tenant’s accountant’s review, up to a maximum of Five Thousand and 00/100 Dollars ($5,000.00) per review (but each party shall pay the cost of its respective attorney’s fees); otherwise, the cost of the audit and arbitration shall be paid by Tenant. If Operating Costs and/or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the payment of Rent next due in the amount of the overpayment by Tenant; provided, however, if the Term shall have expired, then any overpayment for which Tenant may otherwise have received a credit shall be refunded to Tenant within thirty (30) days after receipt of said certification at Tenant’s last known address after deducting the amount of Rent and any other payments due. Likewise, if Landlord and Tenant determine that Operating Costs and/or Taxes for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment in Tenant’s Pro Rata Share thereof within thirty (30) days. Tenant acknowledges and agrees that any records reviewed under this provision constitute confidential information of Landlord that shall not be disclosed to anyone other than Tenant’s Accountant and the principals

 

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of Tenant who receive the results of such Review. Before making any records available for review, Landlord may require Tenant and Tenant’s Accountant to execute a reasonable confidentiality agreement, in which event Tenant shall cause the same to be executed and delivered to Landlord within ten (10) days after receiving it from Landlord, and if Tenant fails to do so, the Objection Period shall be reduced by one (1) day for each day by which such execution and delivery follows the expiration of such thirty (30)-day period.

(c) Cost Pools. Landlord shall have the right, from time to time, to equitably allocate some or all of the Operating Costs and/or Taxes for the Project among different portions or occupants of the Project (the “Cost Pools”), in Landlord’s reasonable discretion. Such Cost Pools may include, but shall not be limited to, the office space tenants of the Project and the retail space tenants (if any) of the Project. The Operating Costs and/or Taxes within each such Cost Pool shall be allocated and charged to the tenants as determined by Landlord in accordance with sound real estate management principles, consistently applied.

5. Delinquent Payment; Handling Charges. All past due payments required of Tenant hereunder that are not received by Landlord on or before five (5) days after the date the payment is due (i) shall bear interest from the date due until paid at the lesser of twelve percent (12%) per annum or the maximum lawful rate of interest (such lesser amount is referred to herein as the “Default Rate”); and (ii) Landlord, in addition to all other rights and remedies available to it, may charge Tenant a fee equal to five percent (5%) of the delinquent payment to reimburse Landlord for its cost and inconvenience incurred as a consequence of Tenant’s delinquency. In no event, however, shall the charges permitted under this Section 5 or elsewhere in this Lease, to the extent they are considered to be interest under applicable Law, exceed the maximum lawful rate of interest. Notwithstanding the foregoing, the late fee referenced above shall not be charged with respect to the first occurrence (but shall be charged with respect to any subsequent occurrence) during any twelve (12)-month period in which Tenant fails to make payment when due, until five (5) days after Landlord delivers written notice of such delinquency to Tenant.

6.    Letter of Credit.

(a) General Provisions. Concurrently with Tenant’s execution of this Lease, Tenant shall deliver to Landlord, as collateral for the full performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer as a result of Tenant’s failure to comply with one or more provisions of this Lease, a standby, unconditional negotiable, irrevocable, transferable letter of credit (the “Letter of Credit”) substantially in the form of Exhibit L attached to this Lease and containing the terms required herein, in the face amount set forth for the Letter of Credit in the Basic Lease Information (the “Letter of Credit Amount”), naming Landlord as beneficiary, issued (or confirmed) by a financial institution acceptable to Landlord in Landlord’s reasonable discretion, permitting multiple and partial draws thereon, and otherwise in form acceptable to Landlord in its sole discretion. Tenant shall cause the Letter of Credit to be continuously maintained in effect (whether through replacement, renewal or extension) in the Letter of Credit Amount through the date (the “Final LC Expiration Date”) that is ninety (90) days after the scheduled expiration date of the Lease Term, as it may be extended from time to time. If the Letter of Credit held by Landlord expires before the Final LC Expiration Date (whether by reason of a stated expiration date or a notice of

 

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termination or nonrenewal given by the issuing bank), Tenant shall deliver a new Letter of Credit or certificate of renewal or extension to Landlord not less than sixty (60) days before the expiration date of the Letter of Credit then held by Landlord. In addition, if, at any time before the Final LC Expiration Date, the financial institution that issued (or confirmed) the Letter of Credit held by Landlord fails to meet the “Minimum Financial Requirement” (as defined below), then, within five (5) Business Days after Landlord’s demand, Tenant shall deliver to Landlord, in replacement of such Letter of Credit, a new Letter of Credit issued (or confirmed) by a financial institution that meets the Minimum Financial Requirement and is otherwise acceptable to Landlord in Landlord’s reasonable discretion, whereupon Landlord shall return to Tenant the Letter of Credit that is being replaced. For purposes hereof, a financial institution shall be deemed to meet the “Minimum Financial Requirement” on a particular date if and only if, as of such date, such financial institution (a) has not been placed into receivership by the FDIC; and (b) has a financial strength that, in Landlord’s good faith judgment, is not less than that which is then generally required by Landlord and its Affiliates as a condition to accepting letters of credit in support of new leases. Any new Letter of Credit or certificate of renewal or extension (a “Renewal or Replacement LC”) shall comply with all of the provisions of this Section 6, shall be irrevocable, transferable and shall remain in effect (or be automatically renewable) through the Final LC Expiration Date upon the same terms as the Letter of Credit that is expiring or being replaced.

(b) Drawings under Letter of Credit. Upon an Event of Default by Tenant or, if Landlord is prohibited by applicable Laws from providing notice to Tenant of Tenant’s failure to comply with one or more provisions of this Lease, then upon any such failure by Tenant and lapse of the specified cure period without the necessity of providing notice to Tenant, Landlord may, without prejudice to any other remedy provided in this Lease or by applicable Laws, draw on the Letter of Credit and use all or part of the proceeds to (a) satisfy any amounts due to Landlord from Tenant, and (b) satisfy any other damage, injury, expense or liability caused by Tenant’s failure to so comply. In addition, if Tenant fails to furnish a Renewal or Replacement LC complying with all of the provisions of this Section 6 when required hereunder, Landlord may draw upon the Letter of Credit and hold the proceeds thereof (and such proceeds need not be segregated) in accordance with the terms of this Section 6 (the “LC Proceeds Account”).

(c) Use of Proceeds by Landlord. The proceeds of the Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and Landlord may, immediately upon any draw (and without notice to Tenant), apply or offset the proceeds of the Letter of Credit against (a) any Rent payable by Tenant under this Lease that is not paid when due; (b) all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it may suffer as a result of Tenant’s failure to comply with one or more provisions of this Lease; (c) any costs incurred by Landlord in connection with this Lease (including attorneys’ fees), which costs the Tenant is obligated to pay or reimburse; and (d) any other reasonable amount that Landlord may spend or become obligated to spend by reason of Tenant’s failure to comply with this Lease and that Tenant is obligated to pay or reimburse under this Lease or under applicable Laws. Provided that Tenant has performed all of its obligations under this Lease, Landlord shall pay to Tenant, within sixty (60) days after the Final LC Expiration Date, the amount of any proceeds of the Letter of Credit received by Landlord and not applied as provided above; provided, however, that if, before the

 

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expiration of such sixty (60) day period, a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s or Guarantor’s creditors, under the Federal Bankruptcy Code, then such payment shall not be required until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed, in each case pursuant to a final court order not subject to appeal or any stay pending appeal.

(d) Additional Covenants of Tenant. If, for any reason, the amount of the Letter of Credit becomes less than the Letter of Credit Amount, Tenant shall, within five (5) days thereafter, provide Landlord with additional letter(s) of credit in an amount equal to the deficiency (or a replacement letter of credit in the total Letter of Credit Amount), and any such additional (or replacement) letter of credit shall comply with all of the provisions of this Section 6, and if Tenant fails to comply with the foregoing, notwithstanding any contrary provision of this Lease, such failure shall constitute an incurable Default by Tenant. Tenant further covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. The use, application or retention of the Letter of Credit, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable Laws, it being intended that Landlord shall not first be required to proceed against the Letter of Credit, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the Letter of Credit, either prior to or following a “draw” by Landlord of any portion of the Letter of Credit, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s right to draw upon the Letter of Credit, provided that nothing herein shall affect Tenant’s rights and remedies after the Letter of Credit is drawn if Tenant disputes Landlord’s right to draw on the Letter of Credit or to apply any portion of the proceeds thereof. No condition or term of this Lease shall be deemed to render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a drawing upon such Letter of Credit in a timely manner. Tenant agrees and acknowledges that, in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, nor any trustee, nor Tenant’s bankruptcy estate shall have any right to restrict or limit Landlord’s claim and/or rights to the Letter of Credit and/or the proceeds thereof under the provisions of this Lease by application of Section 502(b)(6) of the U.S. Bankruptcy Code or otherwise.

(e) Nature of Letter of Credit. Landlord and Tenant (a) acknowledge and agree that in no event shall the Letter of Credit or any renewal thereof, any substitute therefor or any proceeds thereof (including the LC Proceeds Account) be deemed to be or treated as a “security deposit” under any Law applicable to security deposits in the commercial context (“Security Deposit Laws”); (b) acknowledge and agree that the Letter of Credit (including any renewal thereof, any substitute therefor or any proceeds thereof) is not intended to serve as a security deposit and shall not be subject to the Security Deposit Laws; and (c) waive any and all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Tenant hereby waives the provisions of all provisions of Law, now or hereafter in effect, which (i) establish the time frame by which Landlord must refund a security deposit under a lease, and/or (ii) provide that Landlord may claim from the security deposit only those sums reasonably necessary to remedy defaults in the payment of rent,

 

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to repair damage caused by Tenant or to clean the Premises, it being agreed that Landlord may, in addition, claim those sums specified above in this Section 6 and/or those sums reasonably necessary to compensate Landlord for any loss or damage caused by Tenant’s breach of this Lease or the acts or omission of Tenant or any other Tenant Parties, including any damages Landlord suffers following termination of this Lease.

(f) Transfer of Letter of Credit. The Letter of Credit shall provide that Landlord, its successors and assigns, may, at any time with notice to Tenant but without first obtaining Tenant’s consent thereto, transfer (one or more times) all or any portion of its interest in and to the Letter of Credit to another party, person or entity, but only as a part of the assignment by Landlord of its rights and interests in and to this Lease or in connection with Landlord’s financing of the Property or the Project. In the event of a transfer of Landlord’s interest in the Building, Landlord shall transfer the Letter of Credit, in whole or in part, to the transferee and thereupon Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor arising after such transfer, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the whole or any portion of said Letter of Credit to a new landlord. Landlord shall remain liable to Tenant, however, for the refund of any prior withdrawals from the Letter of Credit as and to the extent such refund is required under this Lease or applicable Laws, but only to the extent that such refundable amount has not been transferred to the Landlord’s successor in interest. In connection with any such transfer of the Letter of Credit by Landlord, Tenant shall, at Tenant’s sole cost and expense, execute and submit to the issuing or confirming financial institution such applications, documents and instruments as may be necessary to effectuate such transfer, and Tenant shall be responsible for paying such financial institution’s transfer and processing fees in connection therewith.

7. Landlord’s Obligations.

(a) Services. Landlord shall furnish to Tenant (1) domestic water at those points of supply provided for general use of tenants of the Building; (2) heated and refrigerated air-conditioning (“HVAC”); (3) janitorial service to the Premises five (5) days per week other than Holidays (as defined below), for Building-standard installations and such window washing as may from time to time be reasonably required; (4) passenger elevators for ingress and egress to the floor on which the Premises are located, in common with other tenants, provided that Landlord may reasonably limit the number of operating elevators during nonbusiness hours and Holidays; and (5) electrical current during normal business hours for equipment that does not require more than 110 volts and whose electrical energy consumption does not exceed normal office usage. Subject to the provisions of Section 15 below, Landlord shall maintain the Common Areas of the Building in reasonably good order and condition. If Tenant desires any of the services specified in clause (2) of this Section 7(a) above, (A) at any time other than between 7:00 a.m. and 6:00 p.m. on weekdays (other than Holidays), and 8:00 a.m. to 1:00 p.m. on Saturdays (other than Holidays) or (B) on Sunday or Holidays, then such services shall be supplied to Tenant on weekdays upon the request of Tenant delivered to Landlord before 2:00 p.m. and on Saturdays, Sundays and Holidays upon request of Tenant delivered to Landlord before 2:00 p.m. on the Business Day preceding such extra usage, and Tenant shall pay to Landlord the cost of such services at the Building’s then-prevailing rates then charged by Landlord within thirty (30) days after Landlord has delivered to Tenant an invoice therefor. As

 

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of the date of this Lease, the current rate for after-hours HVAC service is $70.00 per hour (subject to change from time-to-time following 30-day written notice to Tenant). The costs incurred by Landlord in providing after-hours HVAC service to Tenant shall include Landlord’s actual costs (without markup) for electricity, water, sewage, water treatment, labor, metering, filtering, and maintenance reasonably allocated by Landlord to providing such service. “Holidays” means New Year’s Day, Martin Luther King Jr. Day, President’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

(b) Excess Utility Use. Landlord shall not be required to furnish electrical current for equipment that requires more than 110 volts or other equipment whose electrical energy consumption exceeds normal office usage. If Tenant’s requirements for or consumption of electricity exceed the electricity to be provided by Landlord as described in Section 7(a) above, Landlord shall, at Tenant’s expense, make reasonable efforts to supply such service through the then-existing feeders and risers serving the Building and the Premises, and Tenant shall pay to Landlord the actual, reasonable cost of such service within thirty (30) days after Landlord has delivered to Tenant an invoice therefor, together with reasonable supporting evidence. Landlord may determine the amount of such additional consumption and potential consumption by any verifiable method, including installation of a separate meter in the Premises installed, maintained, and read by Landlord, at Tenant’s expense. Tenant shall not install any electrical equipment requiring special wiring or requiring voltage in excess of 110 volts unless approved in advance by Landlord, which approval shall not be unreasonably withheld. Tenant shall not install any electrical equipment requiring voltage in excess of Building capacity unless approved in advance by Landlord, which approval may be withheld in Landlord’s sole discretion. The use of electricity in the Premises shall not exceed the capacity of existing feeders and risers to, or wiring in, the Premises. Any risers or wiring required to meet Tenant’s excess electrical requirements shall, upon Tenant’s written request, be installed by Landlord, at Tenant’s cost, if, in Landlord’s judgment, the same are necessary and shall not cause permanent damage to the Building or the Premises, cause or create a dangerous or hazardous condition, entail excessive or unreasonable alterations, repairs, or expenses, or interfere with or disturb other tenants of the Building. If Tenant uses machines or equipment in the Premises (other than typical desktop computers, lap top computers (which are currently used by all Tenant employees), scanners, fax machines, communal printers, and desktop printers and similar desktop equipment) that materially and unreasonably affect the temperature otherwise maintained by the air-conditioning system or otherwise overload any utility, then after 30 days’ notice to Tenant, Landlord may install supplemental air-conditioning units or other supplemental equipment in the Premises, and the reasonable, actual, out of pocket cost thereof, including the cost of installation, operation, use, and maintenance, in each case plus an administrative fee of five percent (5%) of such cost, shall be paid by Tenant to Landlord within thirty (30) days after Landlord has delivered to Tenant an invoice therefor, together with reasonable supporting evidence.

(c) Landlord’s Repairs. Landlord shall repair and maintain in good order, repair and condition, the cost of which shall be included in Operating Costs to the extent permitted in Section 4 above, the Building’s Structure, the Building’s Systems and the common areas of the Building and Project (but not including any non-base building facilities installed in the Premises); provided, however, to the extent such maintenance and repairs are caused by the willful act of any Tenant Party, then subject to the waiver of subrogation provision in this Lease,

 

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Tenant shall pay to Landlord as additional Rent, the reasonable cost of such maintenance and repairs, which payment shall be made by Tenant to Landlord within thirty (30) days after Tenant’s receipt of an invoice therefor, together with reasonable supporting evidence. Landlord shall commence to make all repairs under this Section as soon as reasonably possible after Landlord learns of the need for such repairs but in any event within thirty (30) days after Tenant notifies Landlord of the need for such repairs. Except as set forth herein, there shall be no abatement of Rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business arising from the making or failing to make any repairs, alterations or improvements in or to any portion of the Project. Tenant hereby waives and releases any right to make repairs at Landlord’s expense under any Law now or hereafter in effect.

(d) Restoration of Services; Abatement. Landlord shall use reasonable efforts to restore any service required of it that becomes unavailable; however, such unavailability shall not render Landlord liable for any damages caused thereby, be a constructive eviction of Tenant, constitute a breach of any implied warranty, constitute a breach of any covenant (provided Landlord uses such reasonable efforts), or, except as provided in the next sentence, entitle Tenant to any abatement of Tenant’s obligations hereunder. If, however, Tenant is prevented from using the Premises because of the unavailability of any such service for a period of three (3) consecutive Business Days following Landlord’s receipt from Tenant of a written notice regarding such unavailability, the restoration of which is within Landlord’s reasonable control, and such unavailability was not caused by a Tenant Party, a governmental directive or cause beyond Landlord’s control, then Tenant shall, as its exclusive remedy, be entitled to a reasonable abatement of Rent for each consecutive day (after such three Business Day period) that Tenant is so prevented from using the Premises.

(e) General Abatement. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of any failure by Landlord to provide services, access to the Premises, or parking, to the extent Landlord is obligated to provide the same under this Lease, or due to the presence of any Hazardous Materials (other than Hazardous Materials brought on to the Premises by Tenant or any Tenant’s Agent) (any such set of circumstances to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for three (3) consecutive Business Days after Landlord’s receipt of any such notice (the “Eligibility Period”), then Rent shall be abated or reduced, as the case may be, after the expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Rent for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent Tenant is entitled to abatement without regard to the Eligibility Period because of an event described in Sections 14 or 15 of this Lease, then the Eligibility Period shall not be applicable.

 

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8. Improvements; Alterations; Repairs; Maintenance.

(a) Improvements; Alterations. All alterations, improvements, betterments and other physical additions in or to the Premises (collectively, “Alterations”) shall be installed at Tenant’s expense only in accordance with plans and specifications that have been previously submitted to and approved by Landlord, which approval shall be governed by the provisions set forth in this Section 8(a), and otherwise in accordance with the provisions hereof, except with respect to the Tenant Improvements (as defined in the Tenant Work Letter attached hereto as Exhibit D), which shall be governed by the terms and conditions thereof, and Cables (as defined below), which shall be installed, maintained, replaced and removed in accordance with the terms and conditions of Section 25 below. Except as provided in this Lease, no Alterations may be made without Landlord’s prior written consent to such Alterations and the plans and specifications, and the construction means and methods, therefor, which shall not be unreasonably withheld or delayed; however, Landlord may withhold its consent to any alteration or addition that would adversely affect (in the reasonable discretion of Landlord) the (1) Building’s Structure or the Building’s Systems (including the Building’s restrooms or mechanical rooms), (2) exterior appearance of the Building, (3) appearance of the Common Areas or elevator lobby areas, or (4) provision of services to other occupants of the Building. If Landlord consents to Alterations, Landlord may impose such conditions with respect thereto as are reasonably appropriate, including (A) requiring Tenant to furnish (i) [deleted], (ii) insurance against liabilities that may arise out of such work, and (iii) plans and specifications, and permits for such work, and (B) requiring (at the time that Landlord provides its consent to such Alterations) Tenant to remove any and all such Alterations (including fixtures) in or to the Premises prior to the expiration or earlier termination of this Lease at Tenant’s sole cost and expense (the terms set forth in Section 3.5 of the Tenant Work Letter shall govern with respect to Landlord’s notification to Tenant of any Tenant Improvements that Landlord will require to be removed prior to the expiration or earlier termination of this Lease). Tenant’s plans and specifications and construction means and methods shall be subject to Landlord’s written approval, not to be unreasonably withheld. Tenant shall furnish to Landlord any documents and information requested by Landlord in connection with the exercise of its rights hereunder. Tenant shall not paint or install lighting or decorations, signs, window or door lettering, or advertising media of any type that is intended to be viewed from the exterior of the Premises (as reasonably determined by Landlord) without the prior written consent of Landlord, which consent may be withheld in Landlord’s reasonable discretion. All Alterations shall be constructed, maintained, and used by Tenant, at its risk and expense, in accordance with all Laws and the Landlord’s then current contractor rules and regulations; Landlord’s consent to or approval of any Alterations (or the plans therefor) shall not constitute a representation or warranty by Landlord, nor Landlord’s acceptance, that the same comply with sound architectural and/or engineering practices, or with all applicable Laws, and Tenant shall be solely responsible for ensuring all such compliance. If, as a result of Tenant’s particular use of the Premises (as opposed to a general office use) or the making of any Alterations to the Premises and/or installation of any Tenant Improvements pursuant to this Section 8(a), Section 25 below, or the Tenant Work Letter, respectively, any other alterations, improvements, betterments or other

 

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physical additions shall be required to be made to any part of the Premises or the Project to comply with the requirements of any applicable Law, including the requirements of the Disabilities Act (as defined below), the Occupational Safety & Health Administration (OSHA), or the orders or requirements imposed by any health officer, fire marshal or building inspector, Tenant shall be solely responsible for the costs incurred to effect such compliance. If the required alteration, improvement, betterment or other physical addition will not affect the Building’s Structure or the Building’s Systems, Tenant shall perform such work subject to this Section 8(a). If the required alteration, improvement, betterment or other physical addition will affect the Building’s Structure or the Building’s Systems, Landlord shall have the right to perform such work and Tenant shall reimburse Landlord in an amount equal to Landlord’s reasonable, actual, out-of-pocket costs plus five percent (5%) for overhead, which shall be payable within thirty (30) days of Landlord’s receipt of any invoice therefor, together with reasonable supporting evidence. Notwithstanding the foregoing provisions of this Section 8(a) to the contrary, Tenant may make non structural Alterations to the interior of the Premises (collectively, the “Acceptable Changes” and individually, each an “Acceptable Change”) without Landlord’s consent, provided that, with respect to each such Acceptable Change: (A) Tenant delivers to Landlord written notice of such Acceptable Change at least fifteen (15) days prior to the commencement thereof; (B) the aggregate cost of such Acceptable Change along with all other Acceptable Changes during any twelve (12) consecutive month period does not exceed Seventy-Five Thousand and 00/100 Dollars ($75,000.00); (C) such Acceptable Change is performed by or on behalf of Tenant in compliance with the other provisions of this Section 8; (D) such Acceptable Change does not require the issuance of a building permit or other governmental approval; (E) such Acceptable Change would not have an adverse effect (in Landlord’s reasonable discretion) on the Building’s Structure, the Building’s Systems (including the Building’s restrooms and mechanical rooms), or the provision of utilities or services to occupants of the Building; (F) such Acceptable Change cannot be seen from outside the Premises; and (G) such Acceptable Change is performed by qualified contractors and subcontractors that normally and regularly perform similar work in the Comparison Buildings.

(b) Repairs; Maintenance. Tenant shall at its sole expense maintain the interior, nonstructural portion of the Premises in a clean, safe, and operable condition, and shall not permit or allow to remain any waste (as defined by applicable law) or damage to any portion of the Premises. Additionally, Tenant, at its sole expense, shall repair, replace and maintain in good condition and in accordance with all Laws and the equipment manufacturer’s suggested service programs, all interior portions of the Premises, Tenant’s Off-Premises Equipment and all areas, improvements and systems located in and exclusively serving the Premises. If Tenant fails to make such repairs or replacements within fifteen (15) days after the occurrence of such damage and notice from Landlord, then Landlord may make the same at Tenant’s cost. If any such damage occurs outside the Premises, then Landlord may elect to repair such damage at Tenant’s expense using Landlord’s usual contractor for such work and at competitive rates, rather than having Tenant repair such damage. The cost of all maintenance, repair or replacement work performed by Landlord under this Section 8 shall be paid by Tenant to Landlord within thirty (30) days after Landlord has invoiced Tenant therefor, together with reasonable supporting evidence. In the event that Tenant’s waiver of subrogation as provided in this Lease does not apply to the following, Tenant’s obligations under this Lease shall not include making: (a) any repair or improvement necessitated by the negligence or willful misconduct of Landlord, its agents, employees or servants; (b) any repair or improvement caused by Landlord’s failure to perform its obligations hereunder or under any other agreement between Landlord and Tenant; or (c) any structural repairs, improvements or alterations to the Premises or the Building.

 

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(c) Performance of Work. All work described in this Section 8 shall be performed only by Landlord’s usual contractor for such work at competitive rates or by contractors and subcontractors approved in writing by Landlord, which approval shall not be unreasonably withheld. Tenant shall cause all contractors and subcontractors to procure and maintain insurance coverage naming Landlord, Landlord’s property management company, Landlord’s asset management company and such other persons or entities as Landlord may designate in writing to Tenant from time to time as additional insureds using ISO additional insured endorsement CG 20 11 (or a substitute satisfactory to Landlord providing equivalent coverage), and under the commercial umbrella, if any, against such risks, in such amounts, and with such companies as Landlord may reasonably require. Tenant shall provide Landlord with the identities, mailing addresses and telephone numbers of all persons performing work or supplying materials prior to beginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable Laws. All such work shall be performed in accordance with all Laws and in a good and workmanlike manner so as not to damage the Building (including the Premises, the Building’s Structure and the Building’s Systems). All such work that may affect the Building’s Structure or the Building’s Systems must be approved by the Building’s engineer of record, at Tenant’s expense and, at Landlord’s election, must be performed by Landlord’s usual contractor for such work at competitive rates. All work affecting the roof of the Building must be performed by Landlord’s roofing contractor at competitive rates and no such work will be permitted if it would void or reduce the warranty on the roof.

(d) Mechanic’s Liens. All work performed, materials furnished, or obligations incurred by or at the request of a Tenant Party shall be deemed authorized and ordered by Tenant only, and Tenant shall not permit any mechanic’s liens to be filed against the Premises or the Project in connection therewith. Upon completion of any such work, Tenant shall deliver to Landlord final lien waivers from all contractors, subcontractors and materialmen who performed such work. If such a lien is filed, then Tenant shall, within ten (10) days after Landlord has delivered notice of the filing thereof to Tenant (or such earlier time period as may be necessary to prevent the forfeiture of the Premises, the Project or any interest of Landlord therein or the imposition of a civil or criminal fine with respect thereto), either (1) pay the amount of the lien and cause the lien to be released of record, or (2) diligently contest such lien and deliver to Landlord a bond or other security reasonably satisfactory to Landlord. If Tenant fails to timely take either such action, then Landlord may pay the lien claim, and any reasonable amounts so paid, including expenses and interest, shall be paid by Tenant to Landlord within thirty (30) days after Landlord has invoiced Tenant therefor, together with reasonable supporting evidence. Landlord and Tenant acknowledge and agree that their relationship is and shall be solely that of “landlord-tenant” (thereby excluding a relationship of “owner-contractor,” “owner-agent” or other similar relationships). Accordingly, all materialmen, contractors, artisans, mechanics, laborers and any other persons now or hereafter contracting with Tenant, any contractor or subcontractor of Tenant or with any other Tenant Party for the furnishing of any labor, services, materials, supplies or equipment with respect to any portion of the Premises, at any time from the date hereof until the end of the Term, are hereby charged with notice that they look exclusively to Tenant to obtain payment for same. Nothing herein shall be deemed a

 

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consent by Landlord to any liens being placed upon the Premises, the Project or Landlord’s interest therein due to any work performed by or for Tenant or deemed to give any contractor or subcontractor or materialman any right or interest in any funds held by Landlord to reimburse Tenant for any portion of the cost of such work. Tenant shall defend, indemnify and hold harmless Landlord and its agents and representatives from and against all claims, demands, causes of action, suits, judgments, damages and expenses (including attorneys’ fees) in any way arising from or relating to the failure by any Tenant Party to pay for any work performed, materials furnished, or obligations incurred by or at the request of a Tenant Party. This indemnity provision shall survive termination or expiration of this Lease.

(e) Tenant’s Security System. Tenant shall have the right, at its own expense, to install its own card-reader security system (“Tenant’s Security System”) in the Premises, which Tenant’s Security System shall be installed as an Alteration pursuant to the terms of this Section 8, or as a Tenant Improvement pursuant and subject to the terms of Tenant Work Letter. Tenant shall coordinate the installation and operation of Tenant’s Security System with Landlord to assure that Tenant’s Security System is compatible with the Building systems and equipment; provided, however, in no event shall Tenant’s Security System be permitted to connect to the Building’s security systems. Tenant shall be solely responsible for monitoring and operating Tenant’s Security System. Neither Landlord nor the Landlord Parties shall be liable for, and Landlord and the Landlord Parties are hereby released from any responsibility for any damage either to person or property sustained or incurred by Tenant in connection with the operation and/or failure such Tenant’s Security System.

9. Use. Tenant shall use the Premises only for the Permitted Use and shall comply with, and cause each other Tenant Party to comply with, all Laws relating to the Tenant’s particular use of the Premises and will not commit waste (as defined by applicable law), overload the Building’s Structure or the Building’s Systems or subject the Premises to use that would damage the Premises. The population density within the Premises as a whole shall at no time exceed one person for each one hundred and twenty (120) rentable square feet in the Premises. Tenant shall not conduct second or third shift operations within the Premises; however, Tenant may use the Premises after normal business hours, so long as Tenant is not generally conducting business from the Premises after normal business hours. Notwithstanding anything in this Lease to the contrary, as between Landlord and Tenant, (a) Tenant shall bear the risk of complying with Title III of the Americans With Disabilities Act of 1990, any Laws governing handicapped access or architectural barriers, and all rules, regulations, and guidelines promulgated under such Laws, as amended from time to time (the “Disabilities Acts”) in the Premises, and (b) Landlord shall bear the risk of complying with the Disabilities Acts in the Common Areas of the Building, other than compliance that is necessitated by the (1) use of the Premises for other than the Permitted Use, (2) as a result of any Alterations, including any Tenant Improvements, made by or on behalf of a Tenant Party (all of which risk and responsibility shall be borne by Tenant), or (3) as a result of any trade fixtures, furniture, equipment or other personal property to be installed in the Premises. The Premises shall not be used for any use that is disreputable, creates extraordinary fire or other hazards, or results in an increased rate of insurance on the Building or its contents, or for the storage of any Hazardous Materials (other than typical office supplies [e.g., photocopier toner] and then only in compliance with all Laws). Landlord shall comply with any applicable Laws relating to the physical condition of all parts of the Building outside the Premises, and the cost of the same shall be included in Operating Costs to the extent

 

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consistent with Section 4(b)(2) above. Tenant shall not use any substantial portion of the Premises for a “call center,” any other telemarketing use, or any credit processing use. If, solely because of a Tenant Party’s acts (other than in connection with the express permitted use) or because Tenant vacates the Premises, the rate of insurance on the Building or its contents increases, then Tenant shall pay to Landlord the amount of such increase within thirty (30) days after Tenant’s receipt of an invoice therefor, together with reasonable supporting evidence, and acceptance of such payment shall not waive any of Landlord’s other rights. Tenant shall conduct its business and control each other Tenant Party so as not to create any nuisance (as defined by applicable law) or unreasonably interfere with other tenants or Landlord in its management of the Building.

10. Assignment and Subletting.

(a) Transfers. Except as provided in Section 10(h) below, Tenant shall not, without the prior written consent of Landlord, (1) assign, transfer, or encumber this Lease or any estate or interest herein, whether directly, indirectly or by operation of law, (2) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, (3) [deleted], (4) sublet any portion of the Premises, (5) grant any license, concession, or other right of occupancy of any portion of the Premises, or (6) permit the use of the Premises by any parties other than Tenant (any of the events listed in clauses (1) through (6) of this Section 10(a) above being a “Transfer”). For the purpose of this Lease, any sale or transfer of Tenant’s capital stock through any public exchange, or redemption or issuance of additional stock of any class shall not be deemed a Transfer, assignment, or subletting of the Lease or the Premises.

(b) Consent Standards. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that (1) the proposed transferee (A) is creditworthy, (B) has a good reputation in the business community, (C) will use the Premises solely for the Permitted Use (thus, excluding, without limitation, uses for credit processing and telemarketing) and will not use the Premises in any manner that would conflict with any exclusive use agreement or other similar agreement entered into by Landlord with any other tenant of the Building or Project, (D) will not use the Premises, Building or Project in a manner that would materially increase the pedestrian or vehicular traffic to the Premises, Building or Project, (E) is not a governmental entity, or subdivision or agency thereof or person that is or may be entitled to claim sovereign immunity, (F) is not another occupant of the Building or Project, (G) is not a person or entity with whom Landlord is then, or has been within the six-month period prior to the time Tenant seeks to enter into such assignment or subletting, negotiating to lease space in the Building or Project or any Affiliate of any such person or entity, and (H) has been approved by all of Landlord’s Mortgagees (as defined below) having the right to approve the proposed transferee, and (2) payment for the Transfer is not determined in whole or in part based upon the net income or profits of the proposed transferee; otherwise, Landlord may withhold its consent in its sole discretion. Additionally, Landlord may withhold its consent in its sole discretion to any proposed Transfer if any Event of Default by Tenant then exists.

(c) Request for Consent. If Tenant requests Landlord’s consent to a Transfer, then, at least thirty (30) days prior to the effective date of the proposed Transfer, Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about

 

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the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; general references sufficient to enable Landlord to determine the proposed transferee’s creditworthiness and character and such additional information as Landlord may reasonably request. In connection with any request for consent to a Transfer, Tenant shall pay, within thirty (30) days after Landlord has delivered to Tenant an invoice therefor, together with reasonable supporting documentation, Landlord’s review and processing fees and its reasonable attorneys’ fees incurred in connection with considering any request for consent to a Transfer, in an aggregate amount not to exceed Two Thousand Five Hundred and No/100 Dollars ($2,500.00) in the aggregate, but such limitation of fees shall only apply to the extent such Transfer is in the ordinary course of business. Landlord and Tenant hereby agree that a proposed Transfer shall not be considered “in the ordinary course of business” if such Transfer involves the review of documentation by Landlord on more than two (2) occasions.

(d) Conditions to Consent. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant’s obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor; provided, however, that if Tenant is nonetheless deemed to be a surety by remaining liable hereunder, Tenant hereby waives all applicable suretyship defenses. Landlord’s consent to any Transfer shall not waive Landlord’s rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment.

(e) Attornment by Subtenants. Each sublease by Tenant hereunder shall be subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and each subtenant by entering into a sublease is deemed to have agreed that in the event of termination, reentry or dispossession by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublandlord, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then-executory provisions of such sublease, except that Landlord shall not be (1) liable for any previous act or omission of Tenant under such sublease, (2) subject to any counterclaim, offset or defense that such subtenant might have against Tenant, (3) bound by any previous modification of such sublease not approved by Landlord or by any rent or additional rent or advance rent which such subtenant might have paid for more than the current month to Tenant, and all such rent shall remain due and owing, notwithstanding such advance payment, (4) bound by any security or advance rental deposit made by such subtenant that is not delivered or paid over to Landlord and with respect to which such subtenant shall look solely to Tenant for refund or reimbursement, or (5) obligated to perform any work in the subleased space or to prepare it for occupancy, and in connection with such attornment, the subtenant shall execute and deliver to Landlord any

 

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instruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant shall be deemed, automatically upon and as a condition of its occupying or using the Premises or any part thereof, to have agreed to be bound by the terms and conditions set forth in this Section 10(e). The provisions of this Section 10(e) shall be self-operative, and no further instrument shall be required to give effect to this provision.

(f) Cancellation. Except in connection with Permitted Transfers, Landlord may, within thirty (30) days after submission of Tenant’s written request for Landlord’s consent to an assignment or subletting, cancel this Lease as to the portion of the Premises proposed to be sublet or assigned as of the date the proposed Transfer is to be effective. If Landlord cancels this Lease as to any portion of the Premises, then this Lease shall cease for such portion of the Premises and Tenant shall pay to Landlord all Rent accrued through the cancellation date relating to the portion of the Premises covered by the proposed Transfer. Thereafter, Landlord may lease such portion of the Premises to the prospective transferee (or to any other person) without liability to Tenant. Notwithstanding the foregoing, Tenant may, within three (3) days after receipt of such cancelation notice from Landlord, rescind its request for Landlord’s consent to an assignment or subletting, in which case, Landlord’s cancelation notice shall be deemed null and void.

(g) Additional Compensation. Except in connection with Permitted Transfers, at Landlord’s option, Tenant shall pay to Landlord, within thirty (30) days after receipt thereof, fifty percent (50%) of the excess of (1) all compensation received by Tenant for a Transfer less the actual out-of-pocket costs reasonably incurred by Tenant with unaffiliated third parties (i.e., brokerage commissions, attorney’s fees incurred in connection with the negotiation of such Transfer, and tenant finish work) and other economic concessions or services provided to the transferee, in connection with such Transfer over (2) the Rent allocable to the portion of the Premises covered thereby.

(h) Permitted Transfers. Notwithstanding Section 10(a) above, Tenant may Transfer all or part of its interest in this Lease or all or part of the Premises (each a “Permitted Transfer”) to the following types of entities (each a “Permitted Transferee”) without the written consent of Landlord so long as (1) Tenant’s obligations hereunder are assumed by such entity; and (2) the Tangible Net Worth (as defined below) of such entity is not less than $10,000,000.00:

(1) an Affiliate of Tenant;

(2) any corporation, limited partnership, limited liability partnership, limited liability company or other business entity in which or with which Tenant, or its corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions governing merger and consolidation of business entities;

(3) any corporation, limited partnership, limited liability partnership, limited liability company or other business entity acquiring all or substantially all of Tenant’s assets, stock or other ownership interest; or

 

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(4) Tenant shall promptly notify Landlord of any such Permitted Transfer. Tenant shall remain liable for the performance of all of the obligations of Tenant (unless Tenant no longer exists because of a merger, consolidation, or acquisition) hereunder, and the Permitted Transferee shall expressly assume in a writing for the benefit of Landlord in a commercially reasonable instrument executed and delivered to Landlord at least ten (10) days prior to the effective date of the assignment, all of the obligations of Tenant hereunder. Additionally, the Permitted Transferee shall comply with all of the terms and conditions of this Lease, including the Permitted Use, and the use of the Premises by the Permitted Transferee may not violate any other agreements affecting the Premises, the Building or the Project. No later than thirty (30) days after the effective date of any Permitted Transfer, Tenant agrees to furnish Landlord with (i) copies of the instrument effecting any of the foregoing Transfers, (ii) documentation establishing Tenant’s satisfaction of the requirements set forth above applicable to any such Transfer, and (iii) evidence of insurance as required under this Lease with respect to the Permitted Transferee. The occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfers. “Tangible Net Worth” means the excess of total assets over total liabilities, in each case as determined in accordance with generally accepted accounting principles consistently applied (“GAAP”), excluding, however, from the determination of total assets all assets that would be classified as intangible assets under GAAP, including goodwill, licenses, patents, trademarks, trade names, copyrights, and franchises. Any subsequent Transfer by a Permitted Transferee shall be subject to the terms of this Section 10.

11. Insurance; Waivers; Subrogation; Indemnity.

(a) Tenant’s Insurance. Effective as of the earlier of (1) the date Tenant first enters upon or occupies the Premises, or (2) the Commencement Date, and continuing throughout the Term, Tenant shall maintain the following insurance policies: (A) commercial general liability insurance on the current ISO CG 00 01 12 04 occurrence form or equivalent acceptable to Landlord with limits not less than Three Million Dollars ($3,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) personal injury and advertising injury, Three Million Dollars ($3,000,000.00) products-completed operations aggregate and Three Million Dollars ($3,000,000.00) general aggregate (which shall apply separately to the Premises) with defense costs provided in addition to policy limits, insuring Tenant, and listing as additional insureds Landlord, Landlord’s property management company, Landlord’s asset management company and any of Landlord’s Mortgagees, and such other persons and entities as Landlord may from time to time designate (collectively, the “Additional Insureds”) thereunder and under Tenant’s commercial excess or umbrella liability policy, if any, using ISO additional insured endorsement CG 20 11 (or a substitute acceptable to Landlord providing equivalent coverage) against all liability for personal injury, bodily injury (including mental anguish and death) or property damage or destruction (including loss of use thereof) arising from the use and occupancy of the Premises, the Building and all areas appurtenant thereto, including the Parking Facility and (without implying any consent by Landlord to the installation thereof) the installation, operation, maintenance, repair or removal of Tenant’s Off Premises Equipment, all such insurance with a commercially reasonable deductible and/or self-insured retention (paid for solely by Tenant) if Tenant so chooses, (B) primary “special form” perils property damage insurance under ISO special clauses of loss form (ISO form CP 10 30) covering the full value of all alterations, additions and improvements and betterments in the Premises, including the Tenant Improvements and other Alterations, listing Landlord and each of Landlord’s Mortgagees as

 

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additional loss payees as their interests may appear, (C) primary “special form” perils property damage insurance under ISO special clauses of loss form (ISO form CP 10 30) covering the full value of all furniture, trade fixtures, electronic data and media, business records, and personal property (including property of Tenant or others) in the Premises or otherwise placed in the Project by or on behalf of a Tenant Party (including Tenant’s Off Premises Equipment), without deduction for depreciation, (D) workers’ compensation insurance as required by the State of Washington, together with employers’ liability insurance of at least One Million Dollars ($1,000,000.00) for each accident for bodily injury by accident, One Million Dollars ($1,000,000.00) each employee for bodily injury by disease, and One Million Dollars ($1,000,000.00) policy limit for bodily injury by disease, (E) business income with extra expense insurance (ISO form CP 00 30, or equivalent acceptable to Landlord) in an amount reasonably acceptable to Landlord, and (F) comprehensive automobile insurance, and if necessary, commercial umbrella insurance, with a limit of not less than Three Million Dollars ($3,000,000.00) each accident, which automobile insurance shall cover liability arising out of any automobile (including owned, hired and non-owned automobiles), insuring the Additional Insureds as additional insureds thereunder. All of Tenant’s insurance shall be primary insurance as to all claims occurring within or about the Premises and provide that any insurance carried by any of the Additional Insureds is excess over, and non-contributing with, any insurance of Tenant with respect to claims occurring within or about the Premises. Tenant shall furnish to Landlord certificates of such insurance at least ten (10) days prior to the earlier of the Commencement Date or the date Tenant first enters upon or occupies the Premises, and at least fifteen (15) days prior to each renewal of said insurance (and such liability insurance certificates or other evidence shall include an endorsement or policy excerpt showing that Tenant’s coverage is primary and non-contributing with respect to any insurance afforded to any of the Additional Insureds). Tenant shall endeavor to notify Landlord and each of Landlord’s Mortgagees at least forty-five (45) days before cancellation or material reduction of any such insurance policies (ten [10] days in the event of nonpayment of premiums). Tenant shall carry and maintain during the Term, at its expense such increased amounts of insurance required to be carried under this Section 11(a), and such other types and amounts of insurance covering the Premises and Tenant’s operation therein, as may be reasonably requested by Landlord from time to time, but not in excess of the amounts and types of insurance then being required by landlords of the Comparison Buildings. If the use or occupancy of the Premises includes any activity or matter that is or may be excluded from coverage under a commercial general liability policy (e.g., the sale, service or consumption of alcoholic beverages), Tenant shall obtain such endorsements to the commercial general liability policy or otherwise obtain insurance to insure all liability arising from such activity or matter in such amounts as Landlord may reasonably require. All such insurance policies shall be in form, and issued by companies with an A.M. Best rating of A-VII or better. If Tenant fails to comply with the foregoing insurance requirements or to deliver to Landlord the certificates or evidence of coverage required herein within five (5) Business Days after Landlord’s written request, Landlord, in addition to any other remedy available pursuant to this Lease or otherwise, may, but shall not be obligated to, obtain such insurance and Tenant shall pay to Landlord within thirty (30) days after Tenant’s receipt of an invoice from Landlord, together with reasonable supporting evidence, the premium costs thereof, plus an administrative fee of five percent (5%) of such cost. Landlord shall have no interest in any insurance proceeds Tenant receives for Tenant’s personal property. During the Term, Tenant shall use the proceeds from any such policy or policies of insurance for the repair or replacement of the insured

 

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property, subject to the terms set forth in Section 15(d), below. Landlord shall have no interest in any insurance proceeds Tenant receives for Tenant’s personal property. Tenant’s policies shall not be contributing with or in excess of any coverage which Landlord shall carry on the Building.

(b) Landlord’s Insurance. Throughout the Term, Landlord shall maintain, as a minimum, the following insurance policies from an insurance company rated at least A-VII or better in Best’s Insurance Reports: (1) “special form” (1) property insurance for at least ninety percent (90%) of the Building’s replacement value (excluding property required to be insured by Tenant and the costs of excavation, foundations, underground utilities and footings), less a commercially reasonable deductible and/or self-insured retention if Landlord so chooses, and (2) commercial general liability insurance in an amount of not less than Three Million Dollars ($3,000,000.00) general aggregate for damages because of personal injury, bodily injury or death, or property damages or destruction (including loss of use thereof). Landlord may, but is not obligated to, maintain such other insurance and additional coverages as it may deem appropriate or as required by any of Landlord’s Mortgagees. The cost of all insurance carried by Landlord with respect to the Project shall be included in Operating Costs, and any deductibles shall also be included in Operating Costs. The foregoing insurance policies and any other insurance carried by Landlord shall be for the sole benefit of Landlord and under Landlord’s sole control, and Tenant shall have no right or claim to any proceeds thereof or any other rights thereunder.

(c) No Subrogation; Waiver of Property Claims. The following waivers in this Section 11(c) are intended to be cumulative, rather than mutually exclusive.

(1) Intentionally Omitted.

(2) Property Insurance Policies. Each of Landlord and Tenant waives any claim it might have against the other (and in the case of Tenant’s waiver, against the other Additional Insureds) for any damage to, or theft, destruction, loss, or loss of use of, any property, to the extent the same is insured against under any property insurance policies of the types described in Section 11(a) above that cover the Project, the Premises, Landlord’s or Tenant’s fixtures, personal property, leasehold improvements, or business (or if the insurance required under this Lease had been carried, would have been insured against), regardless of whether the negligence of the other party caused such loss or damage. Additionally, Tenant waives any claim it may have against the Additional Insureds for any loss to the extent such loss or damage is caused by a terrorist act. Each party shall cause its insurance carrier to endorse all applicable policies waiving the carrier’s rights of recovery under subrogation or otherwise against the other party as provided hereinabove. For the purposes of this Section 11(c)(2). any deductible with respect to a party’s property insurance shall be deemed covered by, and recoverable by such party under, valid and collectible policies of insurance.

(d) Waiver. Except to the extent resulting from the negligence or willful misconduct of Landlord or any Landlord Parties, and to the extent not prohibited by applicable Law, Tenant hereby assumes all risk of damage to property (subject to the waiver as subrogation in Section 11(c)(2), above) or injury to persons in, upon or about the Premises from any cause whatsoever and agrees that Landlord and the Landlord Parties shall not be liable for, and are

 

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hereby released from any responsibility for, any damage either to person or property or resulting from the loss of use thereof, which damage is sustained by Tenant or by other persons claiming through Tenant. Nothing in this Section 11(d) shall limit the provisions of Section 11(c) above or Section 26(b) below.

(e) Indemnities. Subject to the limitations set forth in this Section 11(e) below, Tenant shall defend, protect, indemnify, and hold harmless the Landlord Parties from and against all claims, losses, demands, liabilities, actions, penalties, judgments, damages, costs and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) suffered or imposed upon or against any Landlord Party arising from or in connection with (1) the negligence or willful misconduct of Tenant or any person claiming by, through or under any Tenant Party, (2) any occurrence in the Premises, or (3) the installation, operation, maintenance, repair or removal of any property of any Tenant Party located in or about the Project, including Tenant’s Off-Premises Equipment, if any, and (4) any breach by Tenant of any representation, covenant or other term contained in this Lease, whether occurring before, during or after the expiration of the Term. The foregoing indemnity is intended to apply regardless of any active or passive negligence or fault of the Landlord Parties, even when Landlord or its representatives and agents are jointly, comparatively, contributively, or concurrently negligent with Tenant, and regardless of whether liability without fault or strict liability may be imposed upon the Landlord Parties; however, with respect to Landlord or any Landlord Party, Tenant’s obligations hereunder shall not apply (i) to the extent any Claim arises from the negligence or willful misconduct of any Landlord Party and is not for any reason (other than Tenant’s failure to carry the insurance required under Section 11(a) above) paid for by the insurance required to be carried by Tenant hereunder, or (ii) to the extent such obligations are prohibited by applicable Law. Notwithstanding the foregoing, in the event of the concurrent negligence of any of the Tenant Parties on the one hand and that of any of the Landlord Parties on the other hand, which concurrent negligence results in injury or damage to persons or property and relates to the construction, alteration, repair, addition to, subtraction from, improvement to or maintenance of the Premises, Common Areas or any other portion of the Project, Tenant’s obligation to indemnify the Landlord Parties as set forth in this Section 11(e) shall be limited to the extent of Tenant’s negligence, and that of the Tenant Parties, including Tenant’s proportional share of costs, attorneys’ fees, and expenses incurred in connection with any Claims arising from such injury or damage. Landlord shall defend, protect, indemnify, and hold harmless Tenant and Tenant’s agents, officers, directors, employees, and contractors (collectively, the “Tenant Parties”) from and against all Claims incurred by or on behalf of any person, entity, or governmental authority occasioned by or arising out of: (a) injuries occurring in the Common Areas or any other portion of the Building outside the Premises to the extent the same is covered by insurance carried by Landlord under the terms of this Lease the cost of which is included in Operating Costs; (b) any intentional conduct or negligence of Landlord or Landlord’s agents, employees, or independent contractors; (c) any breach by Landlord of any representation, covenant or other term contained in this Lease, whether occurring before, during or after the expiration of the Term. Landlord’s indemnity shall not apply to the extent of the negligence or willful misconduct of Tenant or any person claiming by, through or under any Tenant Party. This indemnity shall survive termination of this Lease only as to claims arising out of events that occur prior to termination of the Lease. The indemnities set forth in this Lease shall survive termination or expiration of this Lease and shall not terminate or be waived, diminished or affected in any manner by any abatement or apportionment of Rent under any provision of this

 

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Lease. If any proceeding is filed for which indemnity is required hereunder, the indemnifying party agrees, upon request therefor, to defend the indemnified party in such proceeding at its sole cost utilizing counsel reasonably satisfactory to the indemnified party. The indemnities set forth herein are intended to specifically cover actions brought by the indemnifying party’s own employees. Such indemnities are specifically and expressly intended to constitute waivers by the indemnifying party of its immunity, if any, under Washington’s Industrial Insurance Act (Title 51 RCW, as amended, and under any substitute or replacement statute), to the extent necessary to provide the other party with a full and complete indemnity from claims made by the indemnifying party and its employees, to the extent provided herein. This waiver and agreement was specifically negotiated by Landlord and Tenant and is solely for the benefit of Landlord and Tenant and their successors and assigns and is not intended as a waiver of Tenant’s rights of immunity under said industrial insurance for any other purpose.

12. Subordination; Attornment; Notice to Landlord’s Mortgagee.

(a) Subordination. This Lease shall be subordinate to any deed of trust, mortgage, or other security instrument (each, a “Mortgage”) that now or hereafter covers all or any part of the Premises (the mortgagee under any such Mortgage, beneficiary under any such deed of trust or other security instrument is referred to herein as a “Landlord’s Mortgagee”), provided that upon any foreclosure of any such Mortgage or delivery of a deed in lieu thereof, Landlord’s successor shall agree to accept this Lease and not disturb Tenant’s occupancy, so long as Tenant timely pays the Rent and observes and performs the terms, covenants and provisions of this Lease to be observed or performed by Tenant. Any Landlord’s Mortgagee may elect, at any time, unilaterally, to make this Lease superior to its Mortgage or other interest in the Premises by so notifying Tenant in writing. The provisions of this Section 12(a) shall be self-operative and no further instrument of subordination shall be required; however, in confirmation of such subordination, Tenant shall execute and return to Landlord (or such other person designated by Landlord) within ten (10) business days after request therefor such reasonable documentation, in recordable form if required, as a Landlord’s Mortgagee may reasonably request to evidence the subordination of this Lease to such Landlord’s Mortgagee’s Mortgage (including a subordination, non-disturbance and attornment agreement) or, if the Landlord’s Mortgagee so elects, the subordination of such Landlord’s Mortgagee’s Mortgage to this Lease.

(b) Attornment. Tenant shall attorn to any person succeeding to Landlord’s interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease, or otherwise, upon such person’s request, and shall execute such agreements confirming such attornment as such person may reasonably request.

(c) Notice to Landlord’s Mortgagee. Tenant shall not seek to enforce any remedy it may have for any default on the part of Landlord without first giving written notice by certified mail, return receipt requested, specifying the default in reasonable detail, to any Landlord’s Mortgagee whose address has been given to Tenant, and affording such Landlord’s Mortgagee a reasonable opportunity to perform Landlord’s obligations hereunder.

 

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(d) Landlord’s Mortgagee’s Protection Provisions. If a Landlord’s Mortgagee or any successor in interest thereto shall succeed to the interest of Landlord under this Lease, neither such Landlord’s Mortgagee nor any such successor in interest shall be: (1) liable for any act or omission of any prior lessor (including Landlord), other than with respect to defaults that continue after Landlord’s Mortgagee or successor-in-interest has succeeded to the interest of Landlord hereunder (and then only with respect to the period of time following such succession); (2) bound by, or subject to any offset rights with respect to, any Rent that Tenant might have paid for more than the current month to any prior lessor (including Landlord), and all such Rent shall remain due and owing, notwithstanding such advance payment; (3) bound by any Security Deposit or advance rental deposit made by Tenant that is not delivered or paid over to such Landlord’s Mortgagee or successor in interest and with respect to which Tenant shall look solely to Landlord for refund or reimbursement; (4) bound by any termination, amendment or modification of this Lease made without such Landlord’s Mortgagee’s consent and written approval, except for the express extension, termination and expansion rights set forth in Exhibits I, J, and K, respectively, and those terminations, amendments and modifications permitted to be made by Landlord without such Landlord’s Mortgagee’s consent pursuant to the terms of the loan and/or lease documents between Landlord and such Landlord’s Mortgagee; (5) subject to the defenses or counterclaims that Tenant might have against any prior lessor (including Landlord); (6) subject to the credits or offsets that Tenant might have against any prior lessor (including Landlord) except for those offset rights (A) that do not pertain to any Rent that Tenant might have paid for more than the current month to any prior lessor (including Landlord), (B) that are expressly provided in this Lease, (C) that relate to periods of time following the acquisition of the Building by such Landlord’s Mortgagee or successor in interest, and (D) for which Tenant has provided written notice to such Landlord’s Mortgagee and provided such Landlord’s Mortgagee a reasonable opportunity (up to thirty (30) days) to cure the event giving rise to such offset event; and (7) bound by any covenant to perform (including any covenant to complete) any renovation or construction in the Premises or to pay any sums to Tenant in connection therewith, in either case arising or accruing prior to the date of the conveyance of Landlord’s interest in this Lease. Neither a Landlord’s Mortgagee nor any successor in interest thereto shall have any liability or responsibility under or pursuant to the terms of this Lease or otherwise prior to the date such Landlord’s Mortgagee or successor in interest succeeds to the interest of Landlord under this Lease or after such Landlord’s Mortgagee or successor in interest ceases to own an interest in the Project. Nothing in this Lease shall be construed to require a Landlord’s Mortgagee or successor in interest thereto to see to the application of the proceeds of any loan, and Tenant’s agreements set forth herein shall not be impaired on account of any modification of the documents evidencing and securing any loan.

13. Rules and Regulations. Tenant shall comply with the rules and regulations of the Project that are attached hereto as Exhibit C. Landlord may, from time to time, reasonably change such rules and regulations for the safety, care, or cleanliness of the Project and related facilities, provided that such changes are applicable to all tenants of the Project, will not unreasonably interfere with Tenant’s use of the Premises, and are enforced by Landlord in a nondiscriminatory manner. Tenant shall be responsible for the compliance with such rules and regulations by each Tenant Party (and any modification thereto of which Tenant has received notice). No such rules shall materially enlarge Tenant’s obligations under the Lease or materially limit Tenant’s rights and remedies under the Lease, including (without limitation) Tenant’s use of the Premises. The Lease provisions shall control and supersede any contradictory or inconsistent provisions contained in the rules and regulations.

 

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14. Condemnation.

(a) Total Taking. If the entire Building or Premises are taken by right of eminent domain or conveyed in lieu thereof (a “Taking”), this Lease shall terminate as of the date of the Taking.

(b) Partial Taking – Tenant’s Rights. If any part of the Building becomes subject to a Taking and such Taking will prevent Tenant from conducting on a permanent basis its business in the Premises in a manner reasonably comparable to that conducted immediately before such Taking, then Tenant may terminate this Lease as of the date of such Taking by giving notice to Landlord within thirty (30) days after the Taking, and Basic Rent and Additional Rent shall be apportioned as of the date of such Taking. If Tenant does not terminate this Lease, then Basic Rent and Additional Rent shall be abated on a reasonable basis as to that portion of the Premises rendered untenantable by the Taking. If this Lease is not terminated, then Landlord agrees, at Landlord’s sole cost, to restore the Premises as soon as reasonably possible to a complete unit consistent with the condition of the Premises existing prior to the condemnation.

(c) Partial Taking – Landlord’s Rights. If any material portion, but less than all, of the Building becomes subject to a Taking, or if Landlord is required to pay any of the proceeds arising from a Taking to a Landlord’s Mortgagee, then Landlord may terminate this Lease by delivering notice thereof to Tenant within thirty (30) days after such Taking, and Basic Rent and Additional Rent shall be apportioned as of the date of such Taking. If Landlord does not so terminate this Lease, then this Lease will continue, but if any portion of the Premises has been taken, Rent shall abate as provided in the last sentence of Section 14(b) above.

(d) Temporary Taking. If all or any portion of the Premises becomes subject to a Taking for a limited period of time, this Lease shall remain in full force and effect and Tenant shall continue to perform all of the terms, conditions and covenants of this Lease, including the payment of Basic Rent, Additional Rent and all other amounts required hereunder. If any such temporary Taking terminates prior to the expiration of the Term, Tenant shall restore the Premises as nearly as possible to the condition prior to such temporary Taking, at Tenant’s sole cost and expense. Landlord shall be entitled to receive the entire award for any such temporary Taking, except that Tenant shall be entitled to receive the portion of such award that (1) compensates Tenant for its loss of use of the Premises within the Term and (2) reimburses Tenant for the reasonable out-of-pocket costs actually incurred by Tenant to restore the Premises as required by this Section 14(d).

(e) Award. If any Taking occurs, then Landlord shall receive the entire award or other compensation for the Land, the Building, and other improvements taken; however, Tenant may separately pursue a claim (to the extent it will not reduce Landlord’s award) against the condemnor for the value of Tenant’s personal property that Tenant is entitled to remove under this Lease, moving costs, loss of business, and other claims it may have.

15. Fire or Other Casualty.

(a) Repair Estimate. If the Premises or the Building are damaged by fire or other casualty (a “Casualty”), Landlord shall, within ninety (90) days after such Casualty, deliver to Tenant a good faith estimate (the “Damage Notice”) of the time needed to repair the damage caused by such Casualty.

 

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(b) Tenant’s Rights. If a material portion of the Premises is damaged by Casualty such that Tenant is prevented from conducting its business in the Premises in a manner reasonably comparable to that conducted immediately prior to such Casualty and Landlord estimates that the damage caused by such Casualty cannot be repaired within one hundred eighty (180) days after the commencement of repairs (the “Repair Period”), then Tenant may terminate this Lease by delivering written notice to Landlord of its election to terminate within thirty (30) days after the Damage Notice has been delivered to Tenant.

(c) Landlord’s Rights. If a Casualty damages the Premises or a material portion of the Building and (1) Landlord estimates that the damage to the Premises cannot be repaired within the Repair Period; (2) the damage to the Premises exceeds fifty percent (50%) of the replacement cost thereof (excluding foundations and footings), as estimated by Landlord, and such damage occurs during the last two (2) years of the Term; (3) regardless of the extent of damage to the Premises, the damage is not fully covered by Landlord’s insurance policies or Landlord makes a good faith determination that restoring the Building would be uneconomical; or (4) Landlord is required to pay any insurance proceeds arising out of the Casualty to a Landlord’s Mortgagee, then Landlord may terminate this Lease by giving written notice of its election to terminate within thirty (30) days after the Damage Notice has been delivered to Tenant.

(d) Repair Obligation. If neither party elects to terminate this Lease following a Casualty, then Landlord shall, within a reasonable time after such Casualty, begin to repair the Premises and shall proceed with reasonable diligence to restore the Premises to substantially the same condition as had existed immediately prior to such Casualty; provided, however, that Landlord shall not be required to repair or replace any alterations, additions, improvements or betterments within the Premises, including any Tenant Improvements or other Alterations (which shall be promptly and with due diligence repaired and restored by Tenant at Tenant’s sole cost and expense), or any furniture, equipment, trade fixtures or personal property of Tenant or others in the Premises or the Building. If this Lease is terminated under the provisions of this Section 15, Landlord shall be entitled to the full proceeds of the insurance policies providing coverage for all alterations, additions, improvements and betterments in the Premises, including the Tenant Improvements and all other Alterations (and, if Tenant has failed to maintain insurance on such items as required by this Lease, Tenant shall pay Landlord an amount equal to the proceeds Landlord would have received had Tenant maintained insurance on such items as required by this Lease).

(e) Abatement of Rent. If the Premises are damaged by Casualty, Rent for the portion of the Premises rendered untenantable by the damage shall be abated in the proportion of the rentable square footage of the Premises made untenantable thereby to the total rentable square footage of the Premises from the date of damage until the completion of Landlord’s repairs (or until the date of termination of this Lease by Landlord or Tenant as provided above, as the case may be) unless a Tenant Party caused such damage, in which case Tenant shall continue to pay Rent without abatement.

 

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16. Personal Property Taxes. Tenant shall be liable for all taxes levied or assessed against personal property, furniture, or fixtures placed by Tenant in the Premises or in or on the Building or Project. If any taxes for which Tenant is liable are levied or assessed against Landlord or Landlord’s property and Landlord elects to pay the same, then Tenant shall pay to Landlord, within thirty (30) days following request therefor, the part of such taxes for which Tenant is primarily liable hereunder; however, Landlord shall not pay such amount if Tenant notifies Landlord that it will contest the validity or amount of such taxes before Landlord makes such payment, and thereafter diligently proceeds with such contest in accordance with Law and if the nonpayment thereof does not pose a threat of loss or seizure of the Project or interest of Landlord therein or impose any fee or penalty against Landlord.

17. Events of Default. Each of the following occurrences shall be an “Event of Default”:

(a) Payment Default. Tenant’s failure to pay Rent within five (5) days after Landlord has delivered notice to Tenant that the same is due; however, an Event of Default shall occur hereunder without any obligation of Landlord to give any notice if Tenant fails to pay Rent when due and, during the twelve (12)-month interval preceding such failure, Landlord has given Tenant notice of failure to pay Rent on two (2) or more occasions;

(b) Abandonment. Tenant abandons the Premises or any substantial portion thereof;

(c) Subordination. Tenant fails to provide any documentation evidencing subordination of this Lease after request therefor pursuant to Section 12(a) above and such failure continues for five (5) days after Tenant’s receipt of a second request for such documentation from Landlord’s or Landlord’s Mortgagees;

(d) Estoppel. Tenant fails to provide any estoppel certificate requested by Landlord pursuant to Section 26(e) below and such failure continues for five (5) days after Tenant’s receipt of Landlord’s second request for such estoppel certificate;

(e) Insurance. Tenant fails to procure, maintain and deliver to Landlord evidence of the insurance policies and coverages as required under Section 11(a) above if such failure continues for five (5) Business Days after Tenant’s receipt of Landlord’s notice of such failure;

(f) Mechanic’s Liens. Tenant fails to pay and release of record, or diligently contest and bond around, any mechanic’s lien filed against the Premises or the Project for any work performed, materials furnished, or obligation incurred by or at the request of Tenant, within the time and in the manner required by Section 8(d) above;

(g) Misrepresentation. Any material misrepresentation herein, or material misrepresentation or omission in any financial statements or other materials provided by Tenant or any guarantor of Tenant’s obligations hereunder in connection with negotiating this Lease or in connection with any Transfer under Section 10 above;

 

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(h) OFAC/FCPA Representation. Tenant is or becomes in breach of Section 26(w) below;

(i) Other Defaults. Except as otherwise provided in this Section 17 or elsewhere in this Lease, Tenant’s failure to perform, comply with, or observe any other agreement or obligation of Tenant under this Lease and the continuance of such failure for a period of more than thirty (30) days after Landlord has delivered to Tenant notice thereof or such shorter period expressly provided elsewhere in this Lease (provided, if the nature of Tenant’s failure is such that more time is reasonably required in order to cure, an Event of Default shall not be deemed to have occurred and such failure may be cured if Tenant commences to cure such failure within such period and thereafter reasonably and diligently pursues the cure thereof to completion, such period in no event to exceed ninety (90) days from the date of Landlord’s original default notice); and

(j) Insolvency. The filing of a petition by or against Tenant (the term “Tenant” shall include, for the purpose of this Section 17(j), any guarantor of Tenant’s obligations hereunder) (1) in any bankruptcy or other insolvency proceeding; (2) seeking any relief under any state or federal debtor relief law; (3) for the appointment of a liquidator or receiver for all or substantially all of Tenant’s property or for Tenant’s interest in this Lease; (4) for the reorganization or modification of Tenant’s capital structure; or (5) in any assignment for the benefit of creditors proceeding; however, if such a petition is filed against Tenant, then such filing shall not be an Event of Default unless Tenant fails to have the proceedings initiated by such petition dismissed within ninety (90) days after the filing thereof.

18. Remedies. Upon any Event of Default, Landlord may, in addition to all other rights and remedies afforded Landlord hereunder or by law or equity, take any one or more of the following actions in accordance with procedures under applicable law:

(a) Termination of Lease. Terminate this Lease by giving Tenant notice thereof, in which event Tenant shall pay to Landlord the sum of (1) all Rent accrued hereunder through the date of termination, (2) all amounts due under Section 19(a) below, and (3) an amount equal to (A) the total Rent that Tenant would have been required to pay for the remainder of the Term discounted to present value at a per annum rate equal to the “Prime Rate” as published on the date this Lease is terminated by The Wall Street Journal, Northwest Edition, in its listing of “Money Rates” plus two percent (2%), minus (B) the then-present fair rental value of the Premises for such period, similarly discounted.

(b) Termination of Possession. Terminate Tenant’s right to possess the Premises without terminating this Lease by giving notice thereof to Tenant, in which event Tenant shall pay to Landlord (1) all Rent and other amounts accrued hereunder to the date of termination of possession, (2) all amounts due from time to time under Section 19(a) below, and (3) all Rent and other net sums required hereunder to be paid by Tenant during the remainder of the Term, diminished by any net sums thereafter received by Landlord through reletting the Premises during such period, after deducting all reasonable costs incurred by Landlord in reletting the Premises. If Landlord elects to proceed under this Section 18(b), Landlord may, after ten (10) days notice to Tenant, remove all of Tenant’s property from the Premises and store the same in a public warehouse or elsewhere at the cost of, and for the account of, Tenant,

 

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without becoming guilty of trespass, or liable for any loss or damage that may be occasioned thereby. Landlord shall use commercially reasonable efforts to relet the Premises on such terms as Landlord in its sole discretion may determine (including a lease term different from the Term, rental concessions, and alterations to, and improvement of, the Premises); however, Landlord shall not be obligated to relet the Premises before leasing other portions of the Building or Project and Landlord shall not be obligated to accept any prospective tenant proposed by Tenant unless such proposed tenant meets all of Landlord’s then-existing leasing criteria. Landlord shall not be liable for, nor shall Tenant’s obligations hereunder be diminished because of, Landlord’s failure to relet the Premises or to collect rent due for such reletting. Tenant shall not be entitled to the excess of any consideration obtained by reletting over the Rent due hereunder. Reentry by Landlord in the Premises shall not affect Tenant’s obligations hereunder for the unexpired Term; rather, Landlord may, from time to time, bring an action against Tenant to collect amounts due by Tenant, without the necessity of Landlord’s waiting until the expiration of the Term. Unless Landlord delivers written notice to Tenant expressly stating that it has elected to terminate this Lease, all actions taken by Landlord to dispossess or exclude Tenant from the Premises shall be deemed to be taken under this Section 18(b). If Landlord elects to proceed under this Section 18(b), it may at any time elect to terminate this Lease under Section 18(a) above.

(c) Perform Acts on Behalf of Tenant. Perform any act Tenant is obligated to perform under the terms of this Lease (and enter upon the Premises in connection therewith if necessary) in Tenant’s name and on Tenant’s behalf, without being liable for any claim for damages therefor, and Tenant shall reimburse Landlord on demand for any reasonable, actual, out of pocket expenses which Landlord may incur in thus effecting compliance with Tenant’s obligations under this Lease (including collection costs and legal expenses), plus interest thereon at the Default Rate.

In connection with any remedy exercised by Landlord, Landlord shall, to the extent required by applicable Law, mitigate damages.

19. Payment by Tenant; Non-Waiver; Cumulative Remedies.

(a) Payment by Tenant. After Lease termination by Landlord after any Event of Default, Tenant shall pay to Landlord all reasonable, actual, out of pocket costs incurred by Landlord (including court costs and expenses) in (1) obtaining possession of the Premises, (2) removing and storing Tenant’s or any other occupant’s property, and (3) repairing, restoring, altering, remodeling, or otherwise putting the Premises into the condition required under this Lease, and in addition, upon any Event of Default, Tenant shall pay to Landlord all reasonable actual out of pocket costs incurred by Landlord in (A) acceptable to a new tenant, (4) if Tenant is dispossessed of the Premises and this Lease is not terminated, reletting all or any part of the Premises (including brokerage commissions, cost of tenant finish work, and other costs incidental to such reletting), (B) performing Tenant’s obligations that Tenant failed to perform, and (C) enforcing, or advising Landlord of, its rights, remedies, and recourses arising out of the default. To the full extent permitted by Law, Landlord and Tenant agree that the federal and state courts of the State of Washington shall have exclusive jurisdiction over any matter relating to or arising from this Lease and the parties’ rights and obligations under this Lease.

 

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(b) No Waiver. Landlord’s acceptance of Rent following an Event of Default shall not waive Landlord’s rights regarding such Event of Default. No waiver by either party of any violation or breach of any of the terms contained herein shall waive such party’s rights regarding any future violation of such term. Landlord’s acceptance of any partial payment of Rent shall not waive Landlord’s rights with regard to the remaining portion of the Rent that is due, regardless of any endorsement or other statement on any instrument delivered in payment of Rent or any writing delivered in connection therewith; accordingly, Landlord’s acceptance of a partial payment of Rent shall not constitute an accord and satisfaction of the full amount of the Rent that is due.

(c) Cumulative Remedies. Any and all remedies set forth in this Lease: (1) shall be in addition to any and all other remedies Landlord or Tenant may have at law or in equity, (2) shall be cumulative, and (3) may be pursued successively or concurrently as Landlord or Tenant may elect. The exercise of any remedy by Landlord or Tenant shall not be deemed an election of remedies or preclude such party from exercising any other remedies in the future.

20. Surrender of Premises. No act by Landlord shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept a surrender of the Premises shall be valid unless it is in writing and signed by Landlord. At the expiration or termination of this Lease, Tenant shall deliver to Landlord the Premises with all improvements located therein in good repair and condition, free of Hazardous Materials placed on the Premises by Tenant during the Term, with all Cables removed if requested by Landlord under the provisions of Section 25 below, broom-clean, reasonable wear and tear (and condemnation and Casualty damage not caused by Tenant, as to which Sections 14 and 15 above, respectively, shall control) excepted, and shall deliver to Landlord all keys to the Premises. Provided that Tenant has performed all of its obligations hereunder, Tenant may remove all unattached trade fixtures, machinery, equipment, furniture, and personal property placed in the Premises or elsewhere in the Building or Project (including Tenant’s Off-Premises Equipment, if any) by Tenant (but Tenant may not remove any such item that was paid for, in whole or in part, by Landlord unless Landlord requires such removal). Tenant shall remove all Alterations identified for removal as set forth in Section 8(a), above, and additionally, at Landlord’s option, Tenant shall remove such trade fixtures, personal property, equipment (including Tenant’s Off-Premises Equipment, if any), and furniture as Landlord may request. All items not so removed shall, at Landlord’s option, become the property of Landlord without additional payment to Tenant or credit against Rent be deemed to have been abandoned by Tenant and may be appropriated, sold, stored, destroyed, or otherwise disposed of by Landlord without notice to Tenant and without any obligation to account for such items. The provisions of this Section 20 shall survive the expiration or earlier termination of the Term.

21. Holding Over. If Tenant, or anyone claiming under Tenant, fails to vacate and surrender the Premises to Landlord at the end of the Term, then Tenant shall be a tenant at sufferance and, in addition to all other damages and remedies to which Landlord may be entitled for such holding over Tenant shall pay Rent at a monthly rate equal to 150% of the Basic Rent plus Additional Rent payable during the last calendar month of the Term for the first month of such holdover period, and two hundred percent (200%) thereafter, calculated and pro-rated on a daily basis, and Tenant shall otherwise continue to be subject to all of Tenant’s obligations under this Lease. No holding over by Tenant after the end of the Term shall be construed to extend this

 

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Lease. If Tenant fails to vacate and surrender the Premises to Landlord at the end of the Term, in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from all losses, costs (including reasonable attorneys’ fees) and liabilities resulting from such failure, including any claims made by any succeeding tenant founded upon such failure to vacate and surrender the Premises to Landlord, and any lost profits to Landlord resulting therefrom. Notwithstanding the foregoing, any holding over with the express written consent of Landlord shall constitute this Lease a lease from month-to-month (and shall not constitute a renewal of this Lease for any further term or an extension of the Term), and Tenant shall pay Rent at a monthly rate equal to one hundred fifty percent (150%) of the sum of the Basic Rent plus the Additional Rent payable during the last calendar month of the Term, calculated and prorated on a daily basis, and Tenant shall otherwise be subject to all of the terms and conditions of this Lease. The provisions of this Section 21 shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law. The provisions of this Section 21 shall survive the expiration or earlier termination of the Term.

22. Certain Rights Reserved by Landlord. Provided that the exercise of such rights does not materially and unreasonably interfere with Tenant’s access to, use or occupancy of the Premises, Landlord shall have the following rights:

(a) Building Operations. To decorate and to make inspections, repairs, alterations, additions, changes, or improvements, whether structural or otherwise, in and about the Project, or any part thereof; to enter upon the Premises (after giving Tenant not less than twenty-four (24) hours’ notice thereof, except in cases of real or apparent emergency, in which case no notice shall be required) and, during the continuance of any such work, to temporarily close doors, entryways, public space, and corridors in the Building; to interrupt or temporarily suspend Building services and facilities; to change the name of the Building; and to change the arrangement and location of entrances or passageways, doors, doorways, corridors, elevators, stairs, restrooms, or other public parts of the Building. Subject to the terms set forth in Section 8(e) above, noise, dust or vibration or other incidents of construction, shall in no way constitute a constructive eviction of Tenant, affect this Lease or impose any liability on Landlord.

(b) Security. To take such reasonable measures as Landlord deems advisable for the security of the Building and its occupants; evacuating the Building for cause, suspected cause, or for drill purposes; temporarily denying access to the Building; and closing the Building after normal business hours and on Sundays and Holidays, subject, however, to Tenant’s right to enter when the Building is closed after normal business hours under such reasonable regulations as Landlord may prescribe from time to time;

(c) Current and Prospective Insurers, Purchasers, Investors and Mortgagees. To enter the Premises or any portion thereof at all reasonable hours upon at least twenty-four (24) hours’ prior notice (which may be written, delivered by e-mail or oral) to show the Premises or any portion thereof to current or prospective insurers, purchasers, investors or mortgagees and their respective brokers; and

(d) Prospective Tenants. At any time during the last twelve (12) months of the Term (or earlier if Tenant has notified Landlord in writing that it does not desire to renew the Term) to enter the Premises or any portion thereof at all reasonable hours to show the Premises or any portion thereof to prospective tenants and their brokers.

 

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Notwithstanding anything to the contrary in this Lease, including in this Section 22, Landlord may enter the Premises at any time, without prior notice, to (i) perform required services, including janitorial; (ii) take possession of the Premises or any portion thereof according to Section 18(b) above; (iii) exercise any of its other rights under Section 18 above; or (iv) post notices of nonresponsibility. Upon entry, Landlord may take such steps as are reasonably required to accomplish the purposes set forth in this Section 22. Landlord shall at all times have a key with which to unlock all the doors in the Premises. In an emergency, Landlord shall have the right to use any means Landlord may deem proper to open the doors in and to the Premises. Any entry into the Premises by Landlord as provided herein shall not be deemed to be a forcible or unlawful entry into or detainer of, or a constructive eviction of Tenant from, any portion of the Premises, and Tenant shall not be entitled to any damages or abatement of Rent in connection with such entry.

23. Intentionally Omitted.

24. Interior Signage. Landlord shall (A) install one (1) Building standard identification sign identifying Tenant on the multi-tenant floor directory and (B) display Tenant’s name on the directory board for the Building located in the lobby of the Building. Landlord shall pay for the cost of the initial installation of such permitted signage, and Tenant shall pay for the cost of any changes thereto (which changes shall be subject to Landlord’s prior approval, which shall not be unreasonably withheld). Tenant may install identification signage at the entrance to the Premises, subject to Landlord’s prior approval, which shall not be unreasonably withheld. Notwithstanding anything contained herein or in Landlord’s sign criteria (if any) to the contrary, (1) with respect to identification signage at the main entrance to the Premises, Landlord hereby consents to, and Tenant shall be permitted to use, Tenant’s then-current trademarked name(s), colors, letters, font and logo, and (2) Tenant shall not be required to obtain Landlord’s consent for any promotional or advertising signs or displays within the interior of the Premises (but only to the extent that the same are not intended to be viewed from the exterior of the Premises, as reasonably determined by Landlord).

25. Telecommunications and Communications.

(a) Tenant’s Telecommunications Providers. Tenant and its telecommunications companies, including local exchange telecommunications companies and alternative access vendor services companies, shall have no right of access to and within the Building or any other portion of the Project, for the installation and operation of telecommunications systems, including voice, video, data, Internet, and any other services provided over wire, fiber optic, microwave, wireless, and any other transmission systems (“Telecommunications Services”), for part or all of Tenant’s telecommunications within the Building and from the Building to any other location without Landlord’s prior consent, which consent shall not be unreasonably withheld, conditioned or delayed, and subject to the prior execution and delivery of an access agreement on Landlord’s standard form. All providers of Telecommunications Services shall be required to comply with the rules and regulations of the Building, applicable Laws and Landlord’s policies and practices for the Building. Tenant

 

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acknowledges that Landlord shall not be required to provide or arrange for any Telecommunications Services and that Landlord shall have no liability to any Tenant Party in connection with the installation, operation or maintenance of Telecommunications Services or any equipment or facilities relating thereto. Tenant, at its cost and for its own account, shall be solely responsible for obtaining all Telecommunications Services.

(b) Cable Work. Tenant may install, maintain, replace and remove (collectively, the “Cable Work”) and use any communications or computer wires, cables, fibers, connections and related telecommunications equipment and/or other facilities for telecommunications (collectively, “Cable(s)”) within or serving the Premises, provided: (1) Tenant shall obtain Landlord’s prior approval, which approval shall not be unreasonably withheld, delayed or conditioned, shall use an experienced, licensed and qualified contractor approved by Landlord, which approval shall not be unreasonably withheld, delayed or conditioned, and shall comply with provisions of Section 8 above and shall not interfere with the use of any then-existing Cables within or serving the Building, (2) an acceptable number of spare Cables and space for additional Cables shall be maintained for existing and future occupants of the Building, as determined in Landlord’s reasonable opinion, (3) if Tenant at any time uses any equipment that may create an electromagnetic field exceeding the normal insulation ratings of ordinary twisted pair riser cable or cause radiation higher than normal background radiation, the Cables therefor (including riser Cables) shall be appropriately insulated to prevent such excessive electromagnetic fields or radiation, (4) the Cables shall be clearly marked with adhesive plastic labels (or plastic tags attached to such Cables with wire) to show Tenant’s name, suite number, telephone number and the name of the person to contact in the case of an emergency (A) every four feet (4’) outside the Premises (including the electrical room risers and other Common Areas), and (B) at the Cables’ termination point(s), and (5) Tenant shall pay all costs in connection therewith. Landlord shall at all times maintain exclusive control over all risers (including their use) in the Building. Landlord reserves the right to require that Tenant remove any Cables located in or serving the Premises that are installed by or on behalf of Tenant in violation of these provisions, or which are at any time in violation of any applicable Laws or represent a dangerous or potentially dangerous condition, within three (3) days after receipt of notice by Tenant or such longer period of time as is reasonably necessary.

(c) Landlord’s Reserved Rights. Landlord may (but shall not have the obligation to) (i) install new Cables at the Building, (ii) create additional space for Cables at the Building, and (iii) reasonably direct, monitor and/or supervise the installation, maintenance, replacement and removal of the allocation and periodic re allocation of available space (if any) for, and the allocation of excess capacity (if any) on, any Cables now or hereafter installed at the Building by Landlord, Tenant or any other person. Such rights shall not be in limitation of other rights that may be available to Landlord by Law, in equity or otherwise. If Landlord exercises any such rights, Landlord may charge Tenant for such costs attributable to Tenant, or may include those costs and all other such costs in Operating Costs (including, costs for acquiring and installing Cables and risers to accommodate new Cables and spare Cables, any associated computerized system and software for maintaining records of Cable connections, and the fees of any consulting engineers and other experts); provided, any capital expenditures included in Operating Costs hereunder shall be amortized (including interest on the unamortized cost) over the period of time prescribed by Section 4(b) above.

 

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(d) Removal Obligations. Notwithstanding anything to the contrary contained in this Lease, Tenant shall remove any or all Cables within or serving the Premises upon expiration or earlier termination of this Lease. If Tenant fails to remove any such Cables, or violates any other provision of this Section 25, Landlord may, after twenty (20)-days’ notice to Tenant, remove such Cables or remedy such other violation, at Tenant’s expense (without limiting Landlord’s other remedies available under this Lease, at Law or in equity), which amount plus five percent (5%) thereof shall be paid by Tenant within thirty (30) days after Tenant’s receipt of an invoice therefor, together with reasonable supporting evidence. Tenant shall not, without the prior consent of Landlord in each instance (which may be withheld in Landlord’s sole discretion), grant to any third party a security interest in, or lien on, any Cables, and any such security interest or lien granted without Landlord’s consent shall be null and void. Notwithstanding anything to the contrary contained in this Lease, and without limiting the provisions of Section 25(a) above, except to the extent arising from the intentional or negligent acts of Landlord or Landlord’s agents or employees, Landlord shall have no liability for damages arising from, and Landlord does not warrant that the Tenant’s use of any Cable will be free from the following (collectively, “Cable Problems”): (1) any eavesdropping or wiretapping by unauthorized parties, (2) any failure of any Cable to satisfy Tenant’s requirements, or (3) any shortages, failures, variations, interruptions, disconnections, loss or damage caused by the installation, maintenance, replacement, use or removal of Cables or by any failure of the environmental conditions or the power supply for the Building to conform to any requirements for the Cables or any associated equipment, or any other problems associated with any Cable by any other cause. Under no circumstances shall any Cable Problems be deemed an actual or constructive eviction of Tenant, render Landlord liable to Tenant for abatement of Rent or otherwise, or relieve Tenant from performance of Tenant’s other obligations under this Lease. Landlord in no event shall be liable for damages by reason of loss of profits, business interruption or other consequential damage arising from any Cable Problems. The provisions of this Section 25 shall survive the expiration or earlier termination of this Lease.

26. Miscellaneous.

(a) Landlord Transfer. Landlord may transfer any portion of the Project and any of its rights under this Lease, in the Project and in any other property referred to herein. If Landlord assigns its rights under this Lease, then Landlord shall thereby be released from any further obligations hereunder arising after the date of transfer, provided that the assignee assumes in writing Landlord’s obligations hereunder arising from and after the transfer date.

(b) Landlord’s Liability. The liability of the Landlord Parties to Tenant (or any person or entity claiming by, through or under Tenant) under the terms of this Lease or any matter relating to or arising out of the occupancy or use of the Premises and/or other areas of the Project shall be limited to Tenant’s actual direct, but not consequential, damages therefor and shall be recoverable only from the interest of Landlord in the Project, including rents and issue of the Building, as well as any insurance proceeds which Landlord receives (following payment of any outstanding liens and/or mortgages, whether attributable to sales or insurance proceeds or otherwise). Tenant agrees to look solely to such interest in the Project for the recovery of any judgment against any Landlord Party. No Landlord Party shall be personally liable for any such judgment, award or deficiency after execution thereon and Tenant hereby waives and releases such personal liability on behalf of itself and all persons claiming by, through or under Tenant.

 

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The limitations of liability contained in this Section 26(b) shall apply equally and inure to the benefit of the Landlord Parties, present and future advisors, beneficiaries, participants, representatives and their respective constituent partners, members, shareholders, trustees, heirs, successors and assigns. Under no circumstances shall any present or future general or limited partner of Landlord (if Landlord is a partnership), member of Landlord (if Landlord is a limited liability company) or trustee or beneficiary (if Landlord or any partner or member of Landlord is a trust) have any liability for the performance of Landlord’s obligations under this Lease, nor shall negative capital account of any constituent partner or member in Landlord (or in a constituent member or partner of Landlord) nor any obligation of any constituent member or partner of Landlord (or in any other constituent member or partner of Landlord) to restore a negative capital account or to contribute or loan capital to Landlord (or to any constituent member or partner of Landlord), at any time be deemed to be the property or an asset of Landlord or such other constituent member or partner (and neither Tenant nor any of its successors or assigns shall have any right to collect, enforce or proceed against or with respect to any such negative capital account of such a member’s or partner’s obligation to restore or contribute). Notwithstanding any contrary provision herein, no Landlord Party shall be liable for any injury or damage to, or interference with, Tenant’s business, including loss of profits, loss of rents or other revenues, loss of business opportunity, loss of goodwill or loss of use, or for any form of special or consequential damage, in each case however occurring. The foregoing shall be in addition to, and not in limitation of, any further limitation of liability that might otherwise apply. Notwithstanding the foregoing, none of the provisions of this Section 26(b) shall be deemed to release any insurance carrier that insures Landlord’s liability to Tenant or to third parties from any obligation to make any payment to Tenant pursuant to any such insurance policy, it being agreed that any release of Landlord for any obligation to Tenant is not intended to and does not release Landlord’s insurance carrier from the obligation of paying such loss on Landlord’s behalf. The provisions of this Section 26(b) shall survive the expiration or earlier termination of the Term.

(c) Force Majeure. Other than for Tenant’s obligations under this Lease that can be performed by the payment of money (e.g., payment of Rent and maintenance of insurance), whenever a period of time is herein prescribed for action to be taken by either party hereto, such party shall not be liable or responsible for, and there shall be excluded from the computation of any such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, terrorist acts or activities, Laws or restrictions, or any other causes of any kind whatsoever that are beyond the control of such party; provided, however, that nothing in this Section 26(c) shall (1) permit Tenant to holdover in the Premises after the expiration or earlier termination of this Lease, or (2) excuse any obligation to pay Rent, any of Tenant’s obligations under Section 9 above, or Section 26(u) below, or any of Tenant’s obligations whose nonperformance would interfere with any other occupant’s use, occupancy or enjoyment of its respective premises or the Project.

(d) Brokerage. Neither Landlord nor Tenant has dealt with any broker or agent in connection with the negotiation or execution of this Lease, other than Colliers International (representing Tenant) and Urbis Partners, LLC (representing Landlord), whose commissions (if any) shall be paid by Landlord pursuant to separate written agreements. Each party acknowledges receipt of a copy of the pamphlet described in RCW 18.86.030(f) entitled “The Law of Real Estate Agency,” as required by Washington Law. Tenant and Landlord shall each indemnify the other against all costs, expenses, attorneys’ fees, liens and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party.

 

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(e) Estoppel Certificates. From time to time, Tenant shall furnish to any person designated by Landlord (which may include Landlord), within ten (10) business days after Landlord’s request therefor, an estoppel certificate signed by Tenant in favor of such party, confirming and containing such factual certifications and representations as to this Lease as may be reasonably requested. Unless otherwise required by a Landlord’s Mortgagee or a prospective purchaser or mortgagee of, or investor in, the Project, the form of estoppel certificate to be signed by Tenant shall be in the form attached hereto as Exhibit F. If Tenant does not deliver to Landlord such signed estoppel certificate and/or statement within such required time period, then after a second notice from Landlord specifying that the failure to respond within five (5) days shall be deemed an admission (so long as Landlord has made the following statements in good faith), Landlord, Landlord’s Mortgagee and any prospective purchaser, mortgagee or investor, may conclusively presume and rely upon the following facts: (1) this Lease and the guaranty thereof, if any, is in full force and effect; (2) the terms and provisions of this Lease have not been changed except as otherwise represented by Landlord; (3) not more than one (1) monthly installment of Basic Rent and other charges have been paid in advance; (4) there are no claims against Landlord nor any defenses or rights of offset against collection of Rent or other charges; and (5) Landlord is not in default under this Lease. In such event, Tenant shall be estopped from denying the truth of the presumed facts.

(f) Notices. Except to as otherwise expressly provided in this Lease to the contrary, all notices, consents, approvals, requests and other communications given pursuant to this Lease shall be in writing and shall be (1) mailed by first-class, United States Mail, postage prepaid, certified, with return receipt requested, and addressed to the parties hereto at the address specified in the Basic Lease Information, (2) hand delivered to the intended addressee, or (3) sent by a nationally recognized overnight courier service. All notices shall be effective upon delivery to the address of the addressee (even if such addressee refuses delivery thereof). The parties hereto may change their addresses by giving notice thereof to the other in conformity with this provision.

(g) Separability. If any clause or provision of this Lease is illegal, invalid, or unenforceable under present or future Laws, then the remainder of this Lease shall not be affected thereby and in lieu of such clause or provision, there shall be added as a part of this Lease a clause or provision as similar in terms to such illegal, invalid, or unenforceable clause or provision as may be possible, which clause or provision shall be legal, valid, and enforceable.

(h) Amendments; Binding Effect; No Electronic Records. This Lease may not be amended except by instrument in writing signed by Landlord and Tenant. No provision of this Lease shall be deemed to have been waived by a party unless such waiver is in writing signed by such party, and no custom or practice that may evolve between the parties in the administration of the terms hereof shall waive or diminish the right of a party to insist upon the performance by the other party in strict accordance with the terms hereof. The terms and conditions contained in this Lease shall inure to the benefit of and be binding upon the parties hereto, and upon their respective successors in interest and legal representatives, except as otherwise herein expressly provided. This Lease is for the sole benefit of Landlord and Tenant, and, other than Landlord’s Mortgagee, no third-party shall be deemed a third-party beneficiary hereof.

 

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(i) Quiet Enjoyment. Provided Tenant has performed all of its obligations hereunder, Tenant shall peaceably and quietly hold and enjoy the Premises for the Term, without hindrance from Landlord or any party claiming by, through, or under Landlord, but not otherwise, subject to the terms and conditions of this Lease. It is understood and agreed that this covenant and any and all other covenants of Landlord contained in this Lease shall be binding upon Landlord and its successors only with respect to breaches occurring during its and their respective ownership of the Landlord’s interest hereunder.

(j) No Merger. There shall be no merger of the leasehold estate hereby created with the fee estate in the Premises or any part thereof if the same person acquires or holds, directly or indirectly, this Lease or any interest in this Lease and the fee estate in the leasehold Premises or any interest in such fee estate.

(k) Entire Agreement. This Lease constitutes the entire agreement between Landlord and Tenant regarding the subject matter hereof and supersedes all oral statements and prior writings relating thereto. Except for those set forth in this Lease, no representations, warranties, or agreements have been made by Landlord or Tenant to the other with respect to this Lease or the obligations of Landlord or Tenant in connection therewith. The normal rule of construction that any ambiguities be resolved against the drafting party shall not apply to the interpretation of this Lease or any exhibits or amendments hereto.

(l) Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LANDLORD AND TENANT EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LITIGATION OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE ARISING OUT OF OR WITH RESPECT TO THIS LEASE OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO.

(m) Governing Law. This Lease shall be governed by and construed in accordance with the Laws of the State of Washington.

(n) Recording. Tenant shall not record this Lease or any memorandum of this Lease without the prior consent of Landlord, which consent may be withheld or denied in the sole and absolute discretion of Landlord, and any recordation by Tenant shall be a material breach of this Lease that cannot be cured. Tenant grants to Landlord a power of attorney to execute and record a release releasing any such recorded instrument of record that was recorded without the prior consent of Landlord.

(o) Water or Mold Notification. To the extent Tenant or its agents or employees discover any water leakage, water damage or mold in or about the Premises or Project, Tenant shall promptly notify Landlord thereof.

 

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(p) Joint and Several Liability. If Tenant is comprised of more than one party, each such party shall be jointly and severally liable for Tenant’s obligations under this Lease. All unperformed obligations of Tenant hereunder not fully performed at the end of the Term shall survive the end of the Term, including payment obligations with respect to Rent, all indemnity obligations and all obligations concerning the condition and repair of the Premises.

(q) Financial Reports. Within thirty (30) days after Landlord’s request, Tenant will furnish Tenant’s most recent audited financial statements (including any notes to them) to Landlord, or, if no such audited statements have been prepared, such other financial statements (and notes to them) as may have been prepared by an independent certified public accountant or, failing those, Tenant’s internally prepared financial statements. If and when Tenant is a publicly traded corporation, Tenant does not need to comply with the terms of this Section, and Landlord may review Tenant’s publicly available financial statements. Landlord will not disclose any aspect of Tenant’s financial statements that Tenant designates to Landlord as confidential except (1) to a Landlord’s Mortgagee or prospective mortgagees or purchasers of, or investors in, the Project, (2) in litigation between Landlord and Tenant, and/or (3) if required by Law or court order. Tenant shall not be required to deliver the financial statements required under this Section 26(q) more than once in any 12-month period unless requested by a Landlord’s Mortgagee or a prospective mortgagee or purchaser of, or investor in, the Project or an Event of Default occurs.

(r) Attorneys’ Fees. In the event that either Landlord or Tenant should bring suit for the possession of the Premises, for the recovery of any sum due under this Lease, or because of the breach of any provision of this Lease or for any other relief against the other, then all costs and expenses, including reasonable attorneys’ fees, incurred by the Prevailing Party therein shall be paid by the other party, which obligation on the part of the other party shall be deemed to have accrued on the date of the commencement of such action and shall be enforceable whether or not the action is prosecuted to judgment. The term, “Prevailing Party” shall include, without limitation, a party who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment or abandonment by the other party of its claim or defense.

(s) Confidentiality. Tenant acknowledges that the content of this Lease and any related documents are confidential information. Tenant shall keep such confidential information strictly confidential and shall not disclose such confidential information to any person or entity other than Tenant’s financial, legal, and space planning consultants and to investors, lenders, consultants, accountants and assignees, or to the extent that disclosure is mandated by applicable Laws, the Securities Exchange Commission or the rules of any stock exchange upon which Tenant’s (or Tenant’s parent’s) shares are from time to time traded; provided, however, to the extent that this Lease is placed in the public domain as a result of Tenant’s compliance with the requirements of the Securities Exchange Commission or with the requirements of applicable Laws (and not as a result of Tenant’s breach of the terms of this Section 26(s)), then the terms of this Section 26(s) shall no longer be applicable to this Lease. Tenant shall be liable for any disclosures made in violation of this Section 26(s) by Tenant or by any entity or individual to whom the terms and conditions of this Lease were disclosed or made available by Tenant. The consent by Landlord to any disclosures shall not be deemed to be a waiver on the part of Landlord of any prohibition against any future disclosure.

 

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(t) Authority. Tenant (if a corporation, partnership or other business entity) hereby represents and warrants to Landlord that Tenant is a duly formed and existing entity qualified to do business in the State of Washington, that Tenant has full right and authority to execute and deliver this Lease, and that each person signing on behalf of Tenant is authorized to do so. Landlord hereby represents and warrants to Tenant that Landlord has full right and authority to execute and deliver this Lease, and that each person signing on behalf of Landlord is authorized to do so, and that Landlord owns and holds fee title in and to the Building, the Premises, and the Land enabling Landlord to enter into an enforceable lease with Tenant on the terms and conditions contained herein.

(u) Hazardous Materials.

(1) The term “Hazardous Materials” means any substance, material, or waste that is now or hereafter classified or considered to be hazardous, toxic, or dangerous under any Law relating to pollution or the protection or regulation of human health, natural resources or the environment, or poses or threatens to pose a hazard to the health or safety of persons on the Premises or in the Project.

(2) Tenant shall not use, generate, store, or dispose of, or permit the use, generation, storage or disposal of Hazardous Materials on or about the Premises or the Project except in a manner and quantity necessary for the ordinary performance of Tenant’s business, and then in compliance with all Laws. If Tenant breaches its obligations under this Section 26(u). Landlord may upon five (5) days prior notice to Tenant, or such shorter time required by Law or in order to minimize any hazard to person or property, take any and all action reasonably appropriate to remedy the same, including taking all appropriate action to clean-up or remediate any contamination resulting from Tenant’s use, generation, storage or disposal of Hazardous Materials, and Tenant shall reimburse to Landlord an amount equal to Landlord’s costs plus five percent (5%) for overhead which shall be payable within thirty (30) days after Tenant’s receipt of an invoice therefor, together with supporting evidence. Notwithstanding Landlord’s indemnity contained in Section 11(d) above, Tenant shall defend, indemnify, and hold harmless Landlord and its representatives and agents from and against any and all Claims (including reasonable attorneys’ fees, cost of clean-up investigation and remediation) arising from Tenant’s failure to comply with the provisions of this Section 26(u). To the extent that Landlord is held strictly liable by a court or governmental agency of competent jurisdiction due to Tenant’s use of Hazardous Materials on the Premises, Tenant’s obligation to Landlord under the foregoing indemnification shall likewise be without regard to fault on Tenant’s part.

(3) Landlord will, at its sole expense, remove or remediate any Hazardous Materials in the Premises or the Project, in violation of any Laws, caused by Landlord or the Landlord Parties, which shall in no event include any Hazardous Materials introduced into the Premises during the term of the Prior Lease by Tenant (or Tenant’s predecessors-in-interest under the Prior Lease) or any Tenant Party. To the extent Hazards Materials are present in the Premises or the Project, in violation of any Laws and such presence is caused by another tenant of the Project, then Landlord shall use commercially reasonable efforts to enforce any rights it may have against such tenant to remove or remediate. Landlord agrees to indemnify, defend, protect and hold harmless the Tenant Parties from and against any liability, obligation, damage or costs, including without limitation, attorneys’ fees and costs, resulting directly or indirectly from any use, presence, removal or disposal of any Hazardous Materials to the extent such liability, obligation, damage or costs was a result of actions caused or knowingly permitted by Landlord or a Landlord Party.

 

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(4) The obligations of Landlord and Tenant under this Section 26(u) shall survive the termination of this Lease.

(v) List of Exhibits. All exhibits and attachments attached hereto are incorporated herein by this reference.

 

Exhibit A

     —       

Outline of Premises, Outline of Must-Take Premises

Exhibit B

     —        Description of the Land

Exhibit C

     —        Building Rules and Regulations

Exhibit D

     —        Tenant Work Letter

Exhibit E

     —        Form of Confirmation of Commencement Date Letter

Exhibit F

     —        Form of Tenant Estoppel Certificate

Exhibit G

     —        Parking

Exhibit H

     —        Rent Abatement Provision

Exhibit I

     —        Extension Option

Exhibit J

     —        Early Termination Option

Exhibit K

     —        Right of First Offer

Exhibit L

     —        Form of Letter of Credit

(w) OFAC/FCPA Representation. Neither Tenant nor any of its affiliates, nor to the best of Tenant knowledge any of their respective brokers or other agents acting in any capacity in connection with the transactions contemplated by this Lease, is or will be (a) conducting any business or engaging in any transaction or dealing with any person appearing on the U.S. Treasury Department’s OFAC list of prohibited countries, territories, “specifically designated nationals” (“SDNs”) or “blocked person” (each a “Prohibited Person”) (which lists can be accessed at the following web address: http://www.ustreas.gov/offices/enforcement/ofac/), including the making or receiving of any contribution of funds, goods or services to or for the benefit of any such Prohibited Person; (b) engaging in certain dealings with countries and organizations designated under Section 311 of the USA PATRIOT Act as warranting special measures due to money-laundering concerns; (c) dealing in, or otherwise engaging in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224 dated September 24, 2001, relating to “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism”; (d) a foreign shell bank or any person that a financial institution would be prohibited from transacting with under the USA PATRIOT Act; or (e) engaging in or conspiring to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempting to violate, any of the prohibitions set forth in (i) any U.S. anti-money-laundering law, (ii) the Foreign Corrupt Practices Act, (iii) the U.S. mail and wire fraud statutes, (iv) the Travel Act, (v) any similar or successor statutes or (vi) any regulations promulgated under the foregoing statutes. If at any time this representation becomes false, then

 

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it shall be considered an Event of Default under this Lease as to which there shall be no right to notice or an opportunity to cure, notwithstanding anything contained in this Lease to the contrary, and Landlord shall have the right to exercise all of the remedies set forth in this Lease including, without limitation, immediate termination of this Lease. To the best of Landlord’s knowledge Landlord is not a person or entity with whom Tenant is restricted from doing business with under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including, but not limited to, those named on OFAC’s Specially Designated and Blocked Persons list) or under any related statute, Executive Order (including, but not limited to, the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other similar governmental action.

(x) Survival of Obligations. Any obligations of the parties accruing prior to the end of the Term shall survive, and the parties shall promptly perform all such obligations whether or not this Lease has expired or earlier terminated.

(y) Intentionally Omitted.

(z) Landlord Default. Notwithstanding anything to the contrary set forth in this Lease, Landlord shall be in default in the performance of any obligation required to be performed by Landlord pursuant to this Lease if Landlord fails to perform such obligation within thirty (30) days after the receipt of notice from Tenant specifying in detail Landlord’s failure to perform; provided, that if the nature of Landlord’s obligation is such that more than thirty (30) days are reasonably required for its performance, then Landlord shall not be in default under this Lease if it shall commence such performance within such thirty (30) day period and thereafter diligently pursue the same to completion.

(aa) Business Days. For purposes of this Lease, “Business Days” means all calendar days other than Saturdays, Sundays, and Holidays. If the date for performance of any covenant or obligation under this Lease shall fall on a day that is not a Business Day, then the date for performance thereof shall be deemed to be the next following Business Day.

(bb) Terms; Captions. The words “Landlord” and “Tenant” as used herein shall include the plural as well as the singular. The captions of Sections are for convenience only and shall not affect the interpretation of such Sections. The word “person”, as used in this Lease, means any natural person or persons in individual or representative capacities and any entity or entities of any kind whatsoever, including, corporations, partnerships and associations, or any combination of persons and entities. Any reference herein to “any part” or “any portion” of the Premises, the Building, the Property, the Project or any other property shall be construed to refer to all or any part of such property. Wherever this Lease requires Tenant to comply with any Law, rule, regulation, program, procedure or other requirement or prohibits Tenant from engaging in any particular conduct, this Lease shall be deemed also to require Tenant to cause each of its employees, licensees, invitees and subtenants, and any other person claiming by, through or under Tenant, to comply with such requirement or refrain from engaging in such conduct, as the case may be.

 

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(cc) Bicycle Parking. In connection with this Lease, Landlord shall provide bicycle parking racks for bicycle parking. Landlord may elect to provide such bicycle parking racks at the Building or at the adjacent office building located at 1111 3rd Avenue (the “Adjacent Building”), which Adjacent Building is owned by an affiliate of Landlord. Tenant’s use of such bicycle parking racks shall be for the parking of bicycles only, and shall be in common with the other tenants and occupants of the Building and the Adjacent Building on a first-come, first-served basis. In the event that such Adjacent Building is ever no longer owned by an affiliate of Landlord, or by Landlord, then Landlord shall have no further obligation to provide any such bicycle parking at the Adjacent Building, and shall instead provide bicycle parking racks in an area(s) of the Project solely determined by Landlord, and Tenant’s use of such bicycle parking racks shall be for the parking of bicycles only, and shall be in common with the other tenants and occupants of the Building on a first-come, first-served basis. The rate payable by Tenant for the use of such bicycle parking racks shall be the prevailing rate charged from time to time for other patrons of the bicycle parking racks. The bicycle parking provided to Tenant pursuant to this Section 26(cc) is provided to Tenant solely for use by Tenant’s own personnel and such use may not be transferred, assigned, subleased or otherwise alienated by Tenant without Landlord’s prior approval, which will not be withheld in connection with any sublease or assignment carried out in accordance with the provisions of this Lease. The cost of the operation, maintenance and repair of such bicycle parking area(s) shall be included in the Operating Expenses to the extent consistent the terms set forth in this Lease. Landlord shall use commercially reasonable efforts to provide that the bicycle parking racks will be secure, but Tenant hereby acknowledges that Landlord shall have no obligation to provide guard service or other security measures for the benefit of such bicycle parking racks. Tenant further assumes the risk that any safety and security devices, services and programs which Landlord elects, in its sole discretion, to provide may not be effective, or may malfunction or be circumvented by an unauthorized third party, and Tenant shall, in addition to its other insurance obligations under this Lease, obtain its own insurance coverage to the extent Tenant desires protection against losses related to such occurrences.

(dd) Removal of Property. Landlord acknowledges that Tenant may, from time to time and any time during the Term, elect to finance or lease furniture, fixtures and/or equipment to be used by Tenant in the Premises. In the event of any such furniture, fixtures and/or equipment loan/lease, upon request of the equipment lender/lessor, Landlord shall, at Tenant’s sole cost, enter into a commercially reasonable form of waiver agreement reasonably acceptable to Landlord whereby Landlord shall waive its rights under this Lease with respect to such furniture, fixtures and/or equipment.

[Remainder of the Page Left Blank; Signature Page Follows]

 

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Signature Page (Page 1 of 2) to the Lease Agreement between W2007 Seattle Office Second

And Spring Building Realty, LLC, a Delaware limited liability company, as Landlord, and

Avalara, Inc., a Washington corporation, as Tenant

This Lease is executed as of the date first written above.

LANDLORD:

W2007 SEATTLE OFFICE SECOND AND SPRING BUILDING REALTY, LLC,

a Delaware limited liability company

 

By:   

Walton Seattle Mezz Holdings VI-A, L.L.C.,

a Delaware limited liability company,

its Sole Member

   By:   

Walton Seattle Mezz JV VI, L.L.C.,

a Delaware limited liability company,

its Sole Member

      By:   

Walton Seattle Mezz Investors VI, L.L.C.,

a Delaware limited liability company,

its Managing Member

         By:   

Walton Acquisition REOC Master VI, L.L.C.,

a Delaware limited liability company,

its Sole Member

            By:   

Walton Street Real Estate Fund VI-Q, L.P.,

a Delaware limited partnership,

its Managing Member

               By:   

Walton Street Managers VI, L.P.,

a Delaware limited partnership,

its General Partner

                  By:  

WSC Managers VI, Inc.,

a Delaware corporation,

its General Partner

                    By:  

/s/ James Odenbach

                    Name:   James Odenbach
                    Title:   Vice President

 

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Signature Page (continued, Page 2 of 2) to the Lease Agreement between W2007 Seattle

Office Second And Spring Building Realty, LLC, a Delaware limited liability company, as

Landlord, and Avalara, Inc., a Washington corporation, as Tenant

TENANT:

 

AVALARA, INC.,

a Washington corporation

By:  

/s/ Kevin P Riegelsberger

Name:   Kevin P Riegelsberger
Title:   Chief Strategic Initiatives Officer

 

By:  

/s/ Alesia Pinney

Name:   Alesia Pinney
Title:   EVP & General Counsel

 

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LANDLORD ACKNOWLEDGMENT

 

STATE OF ILLINOIS    )   
   )   
COUNTY OF COOK    )   

I, the undersigned, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY THAT James Odenbach, as Vice President of WSC Managers VI, Inc., a Delaware corporation, personally known to me or proved to me on the basis of satisfactory evidence to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that             he signed and delivered said instrument as                 free and voluntary act, and as a free and voluntary act of said company, for the uses and purposes therein set forth.

Given under my hand and Notarial seal this 28 day of August, 2014.

 

/s/ Michelle Meywes

Print Name: Michelle Meywes
Notary Public

 

            Commission Expiration: 11/24/17                

                    (Seal)
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TENANT ACKNOWLEDGMENT

 

STATE OF WASHINGTON        }
} ss.
COUNTY OF KING                    }

On this 22 day of August, 2014, before me, a Notary Public in and for the State of Washington, personally appeared Kevin Riegelsberger personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed this instrument; on oath stated that said individual was authorized to execute the instrument, and acknowledged it as the Chief Strategic Initiatives Officer of Avalara, Inc., a Washington Corporation, to be the free and voluntary act and deed of said corporation for the uses and purposes mentioned in the instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year First above written.

 

/s/ Paul Andre Barrera

(Print Name) Paul Andre Barrera
NOTARY PUBLIC in and for the State of Washington
residing at Seattle, Washington
My appointment expires: 1/11/2016

 

STATE OF WASHINGTON            }
} ss.
COUNTY OF KING                       }

On this 22 day of August, 2014, before me, a Notary Public in and for the State of Washington, personally appeared alesia Pinney, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed this instrument, on oath stated that said individual was authorized to execute the instrument, and acknowledged it as the EVP & General Counsel of Avalara, Inc., a Washington Corporation, to be the free and voluntary act and deed of said corporation for the uses and

purposes mentioned in the instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written.

 

/s/ Paul Andre Barrera

(Print Name) Paul Andre Barrera
NOTARY PUBLIC in and for the State of Washington,
residing at Seattle, Washington
My appointment expires: 1/11/2016

 

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EXHIBIT A

OUTLINE OF PREMISES

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EXHIBIT A

OUTLINE OF MUST-TAKE PREMISES

 

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EXHIBIT B

DESCRIPTION OF THE LAND

The following described real property in the City of Seattle, County of King, State of Washington:

LOTS 1, 4, 5 AND 8, BLOCK 14, ADDITION TO THE TOWN OF SEATTLE, AS LAID OUT ON THE CLAIMS OF C.D. BOREN AND A.A. DENNY AND H.L. YESLER (COMMONLY KNOWN AS C.D. BOREN’S ADDITION TO THE CITY OF SEATTLE), ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 1 OF PLATS, PAGE(S) 25, IN KING COUNTY, WASHINGTON;

EXCEPT THE WESTERLY 12 FEET THEREOF CONDEMNED IN DISTRICT COURT CAUSE NO. 7097 FOR THE WIDENING OF SECOND AVENUE AS PROVIDED BY ORDINANCE NO. 1107 OF THE CITY OF SEATTLE;

TOGETHER WITH THAT PORTION OF THE VACATED ALLEY ADJOINING, WHICH UPON VACATION, ATTACHED THERETO BY OPERATION OF LAW.

 

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EXHIBIT C

BUILDING RULES AND REGULATIONS

The following rules and regulations shall apply to the Premises, the Building, the Parking Facility, and the appurtenances thereto, except as otherwise expressly set forth in the Lease:

1. Sidewalks, doorways, vestibules, halls, stairways, and other similar areas shall not be obstructed by tenants or used by any tenant for purposes other than ingress and egress to and from their respective leased premises and for going from one to another part of the Building.

2. Plumbing, fixtures and appliances shall be used only for the purposes for which designed, and no sweepings, rubbish, rags or other unsuitable material shall be thrown or deposited therein. Damage resulting to any such fixtures or appliances from misuse by a tenant or its agents, employees or invitees, shall be paid by such tenant.

3. No signs, advertisements or notices (other than those that are not intended to be viewed from the exterior of any tenant’s leased premises, as reasonably determined by Landlord) shall be painted or affixed on or to any windows or doors or other part of the Building without the prior written consent of Landlord. No curtains or other window treatments shall be placed between the glass and the Building standard window treatments.

4. Landlord shall provide and maintain an alphabetical directory for all tenants in the main lobby of the Building.

5. Landlord shall provide all door locks in each tenant’s leased premises, at the cost of such tenant, and no tenant shall place any additional door locks in its leased premises without Landlord’s prior written consent. Landlord shall furnish to each tenant a reasonable number of keys to such tenant’s leased premises, at such tenant’s cost, and no tenant shall make a duplicate thereof.

6. Movement in or out of the Building of furniture or office equipment, or dispatch or receipt by tenants of any bulky material, merchandise or materials that require use of elevators or stairways, or movement through the Building entrances or lobby shall be conducted under Landlord’s supervision at such times and in such a manner as Landlord may reasonably require. Each tenant assumes all risks of, and shall be liable for all damage to, articles moved and injury to persons or public engaged or not engaged in such movement, including equipment, property and personnel of Landlord if damaged or injured as a result of acts in connection with carrying out this service for such tenant.

7. Landlord may prescribe weight limitations and determine the locations for safes and other heavy equipment or items, which shall in all cases be placed in the Building so as to distribute weight in a manner acceptable to Landlord, which may include the use of such supporting devices as Landlord may require. All damage to the Building caused by the installation or removal of any property of a tenant, or done by a tenant’s property while in the Building, shall be repaired at the expense of such tenant.

 

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8. Corridor doors, when not in use, shall be kept closed. Nothing shall be swept or thrown into the corridors, halls, elevator shafts or stairways. No birds or animals (other than service animals) shall be brought into or kept in, on or about any tenant’s leased premises. No portion of any tenant’s leased premises shall at any time be used or occupied as sleeping or lodging quarters.

9. Tenant shall cooperate with Landlord’s employees in keeping its leased premises neat and clean. Tenants shall not employ any person for the purpose of such cleaning other than the Building’s cleaning and maintenance personnel.

10. To ensure orderly operation of the Building, no ice, mineral or other water, towels, newspapers, etc. shall be delivered to any leased area except by persons approved by Landlord.

11. Tenant shall not make or permit any vibration or improper, objectionable or unpleasant noises or odors in the Building or otherwise interfere in any way with other tenants or persons having business with them.

12. No machinery of any kind (other than normal office equipment) shall be operated by any tenant on its leased area without Landlord’s prior written consent, nor shall any tenant use or keep in the Building any flammable or explosive fluid or substance (other than typical office supplies [e.g., photocopier toner] used in compliance with all Laws).

13. Landlord will not be responsible for lost or stolen personal property, money or jewelry from tenant’s leased premises or public or Common Areas regardless of whether such loss occurs when the area is locked against entry or not.

14. No vending or dispensing machines of any kind may be maintained in any leased premises without the prior written permission of Landlord.

15. Tenant shall not conduct any activity on or about the Premises or Project which will draw pickets, demonstrators, or the like.

16. All vehicles are to be currently licensed, in good operating condition, parked for business purposes having to do with tenant’s business operated in such tenant’s leased premises, parked within designated parking spaces, one vehicle to each space. No vehicle shall be parked as a “billboard” vehicle in the Parking Facility. Any vehicle parked improperly may be towed away. Tenant, tenant’s agents, employees, vendors and customers who do not operate or park their vehicles as required shall subject the vehicle to being towed at the expense of the owner or driver. Landlord may place a “boot” on the vehicle to immobilize it and may levy a charge of Fifty Dollars ($50.00) to remove the “boot.” Tenant shall indemnify, hold and save harmless Landlord of any liability arising from the towing or booting of any vehicles belonging to a Tenant Party.

17. No tenant may enter into phone rooms, electrical rooms, mechanical rooms, or other service areas of the Building unless accompanied by Landlord or the Building manager.

 

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18. Tenant will not permit any Tenant Party to bring onto the Project any handgun, firearm or other weapons of any kind, illegal drugs or, unless expressly permitted by Landlord in writing, alcoholic beverages.

19. Tenant shall not permit its employees, invitees or guests to smoke in such tenant’s leased premises or the lobbies, passages, corridors, elevators, vending rooms, rest rooms, stairways or any other area shared in common with other tenants in the Building, or permit its employees, invitees, or guests to loiter at the Building entrances for the purposes of smoking. Landlord may, but shall not be required to, designate an area for smoking outside the Building.

20. Any requests by Tenant will be attended to only upon application at the office of the property manager located at 1111 3rd Avenue, Suite 301, Seattle, Washington 98101 (or such other address as may be designated by Landlord from time to time) (the “Property Management Office”). Employees of the Project shall not perform work or do anything outside their regular duties unless under special instructions from the Property Management Office.

 

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EXHIBIT D

TENANT WORK LETTER

This Tenant Work Letter (“Tenant Work Letter”) shall set forth the terms and conditions relating to the construction of the Premises. All references in this Tenant Work Letter to “the Lease” shall mean the relevant portions of the Lease to which this Tenant Work Letter is attached as Exhibit D.

SECTION 1

GENERAL CONSTRUCTION OF THE PREMISES

1.1 In General. Landlord shall deliver, and Tenant shall accept, the base, shell and core of (i) the Premises and (ii) the floor of the Building on which the Premises is located (collectively, the “Base, Shell and Core”) in its current “AS-IS” condition and configuration existing as of the date of the Lease. Tenant shall install in the Premises certain “Tenant Improvements” (as defined below) pursuant to the provisions of this Tenant Work Letter. Except for Landlord’s obligation to disburse the Tenant Improvement Allowance as described below, Landlord shall not be obligated to make or pay for any alterations or improvements to the Premises, Building or any other portion of the Project.

1.2 Landlord Work. Notwithstanding the terms set forth in Section 1.1, above, Landlord shall, at Landlord’s sole cost, cause the work delineated on Schedule 1 hereto (the “Landlord’s Work”) to be completed.

1.3 Construction Phases. Landlord and Tenant acknowledge that the Tenant Improvements will be constructed in phases, with the Tenant Improvements in the Initial Premises to be constructed by Tenant following Landlord’s delivery of the Initial Premises to Tenant, and the Tenant Improvements in the Must-Take Premises to be constructed by Tenant following Landlord’s delivery of the Must-Take Premises to Tenant. All references herein to “Premises” shall mean the Initial Premises or the Must-Take Premises, as applicable.

SECTION 2

TENANT IMPROVEMENTS

2.1 Tenant Improvement Allowance.

2.1.1 In General. Tenant shall be entitled to a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of up to, but not exceeding, $55.00 per rentable square foot of the Premises, for the costs relating to the initial design and construction of Tenant’s improvements that are permanently affixed to the Premises (the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount that exceeds the Tenant Improvement Allowance. Tenant shall not be entitled to receive any cash payment or credit against Rent or otherwise for any unused portion of the Tenant Improvement Allowance.

 

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2.1.2 Additional Tenant Improvement Allowance. In addition to the Tenant Improvement Allowance set forth in Section 2.1.1, above, Tenant shall, only if so elected by Tenant in writing prior to the Substantial Completion (as defined below) of the Tenant Improvements and only to the extent the cost of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance set forth in Section 2.1.1, above, be entitled to a one-time additional allowance increase in an amount not to exceed $10.00 per rentable square foot of the Premises (the “Additional Improvement Allowance”) to be used solely for hard costs in the construction of the Tenant Improvements. In the event Tenant exercises its right to use all or any portion of the Additional Improvement Allowance, the monthly Basic Rent for the Premises for the initial Lease Term shall be increased by an amount equal to the “Additional Monthly Basic Rent,” as that term is defined below, in order to repay the Additional Improvement Allowance to Landlord. The “Additional Monthly Basic Rent” shall be determined as the missing component of an annuity, which annuity shall have (i) the amount of the Additional Improvement Allowance utilized by Tenant as the present value amount, (ii) ninety (90) as the number of payments, (iii) 0.667, which is equal to eight percent (8%) divided by twelve (12) months per year, as the monthly interest factor, and (iv) the Additional Monthly Basic Rent as the missing component of the annuity. In the event Tenant uses all or any portion of the Additional Improvement Allowance, then all references in this Tenant Work Letter to the “Tenant Improvement Allowance” (other than for purposes of Section 2.1.3, below) shall be deemed to include the Additional Improvement Allowance utilized by Tenant. Tenant acknowledges and hereby agrees to pay to Landlord the full amount of the Additional Improvement Allowance requested by Tenant and disbursed by Landlord as provided herein (including interest, as provided herein above), and accordingly, hereby further agrees that in no event shall any provision of this Lease relating to any abatement, reduction, cessation or other modification of the Rent payable by Tenant to Landlord (including, without limitation, Section 7, Section 14, Section 15 and Exhibit H of this Lease) be deemed to affect, modify, reduce or otherwise apply with respect to Tenant’s obligation to pay the Additional Improvement Allowance to Landlord, and which obligation shall continue to survive any early termination of this Lease until the full amount of the Additional Improvement Allowance requested by Tenant and disbursed by Landlord (including interest as provided herein) has been paid to Landlord.

2.1.3 Tenant Improvement Excess. In the event that following the completion of the construction of Tenant Improvements in both portions of the Premises (i.e., the Initial Premises and the Must-Take Premises), the total aggregate final cost of the design, permitting, supervision and construction of the Tenant Improvements (including any increase in such final costs due to any revisions, changes, or substitutions made to any of the Construction Documents or the Tenant Improvements) (collectively, the “Total Construction Cost”), is less than the amount of the Tenant Improvement Allowance (which, for purposes of this Section 2.1.3, shall not include the Additional Improvement Allowance), then Tenant may elect, by written notice to Landlord for Landlord to provide Tenant with a credit (the “Construction Cost Credit”) against the payment of Basic Rent next due and owing for the Premises in an amount equal to the difference between (i) the Tenant Improvement Allowance and (ii) the Total Construction Cost; provided, however, in no event shall the Construction Cost Credit exceed an amount equal to $10.00 per rentable square foot of the Premises. If the Tenant Improvement Allowance is not fully used (either to pay for Tenant Improvement Allowance Items, as defined below, or as a Construction Cost Credit) within ninety (90) days following the Substantial Completion of the Tenant Improvements, then any such unused amount shall be retained by Landlord and Tenant shall have no further rights thereto.

 

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2.2 Disbursement of the Tenant Improvement Allowance.

2.2.1 Tenant Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Tenant Improvement Allowance shall be disbursed by Landlord only for the following items and costs (collectively, “Tenant Improvement Allowance Items”):

2.2.1.1 Payment of the fees of the Architect and the Engineers (as defined below) and payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord’s consultants in connection with the preparation and review of the Construction Drawings (as defined below);

2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Tenant Improvements;

2.2.1.3 The cost of construction of the Tenant Improvements, including, without limitation, contractors’ fees and general conditions, testing and inspection costs, costs of utilities, trash removal, parking and hoists, and the costs of after-hours freight elevator usage;

2.2.1.4 The cost of any changes in the Base, Shell and Core work when such changes are required by the Construction Drawings (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses incurred in connection therewith;

2.2.1.5 The cost of any changes to the Construction Drawings or Tenant Improvements required by applicable Laws and building codes (collectively, “Code”);

2.2.1.6 The installation of Tenant’s Cables in the Premises;

2.2.1.7 Sales and use taxes;

2.2.1.8 The Coordination Fee (as defined below); and

2.2.1.9 All other costs to be expended by Landlord in connection with the construction of the Tenant Improvements.

2.2.2 Disbursement of Tenant Improvement Allowance. Subject to Section 2.1 above, during the construction of the Tenant Improvements, Landlord shall make monthly disbursements of the Tenant Improvement Allowance for Tenant Improvement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant as follows:

2.2.2.1 Monthly Disbursements. So long as no Event of Default has occurred and is continuing, Landlord shall disburse the Tenant Improvement Allowance to or for the benefit of Tenant in installments not more frequently than once every thirty (30) days based upon Landlord’s receipt of payment applications on AIA Document G702-1992 (together with

 

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G703 1992) or any updated version thereof or reasonably equivalent document signed by the Architect and the Contractor (as defined below) (“Payment Application”) and subject to satisfaction of the requirements set forth in clauses (i), (ii), (iii) and (iv) below with respect to Tenant Improvement Allowance Items included in the portion of the Tenant Improvement work that is the subject of each such Payment Application; provided, however, that Landlord shall not be required to disburse any installment of Tenant Improvement Allowance more than once each thirty (30) days. Other disbursement items, including design fees, permit fees, etc. shall be consolidated into single invoice with a summary of individual line items with reasonable level of backup as required. Payments shall be net 30 from date of submittal. Landlord’s obligation to disburse installments of the Tenant Improvement Allowance shall be subject to the following requirements: (i) inspection by Landlord of the Premises and Landlord’s determination in its reasonable judgment that the portion of the Tenant Improvement work that is the subject of the applicable Payment Application has been completed in strict accordance with the Approved Working Drawings and applicable Code (provided, however, that such determination shall in no way constitute Landlord’s endorsement or certification that such work has in fact been constructed in conformance with the Approved Working Drawings or applicable Code), and that any repairs to the Premises necessitated by such portion of the Tenant Improvement work have been made to the reasonable satisfaction of Landlord; (ii) receipt by Landlord of appropriate individual receipts and invoices for the total amount of the Tenant Improvement Allowance Items included in the portion of the Tenant Improvement work that is the subject of the applicable Payment Application; (iii) conditional lien waivers from the Contractor and all other Tenant Agents (as defined below) furnishing labor or materials with respect to the portion of the Tenant Improvement work that is the subject of the Payment Application and unconditional lien waivers with respect to all portions of the Tenant Improvement work for which payment has been received (whether from Landlord or Tenant) from the Contractor and all other Tenant Agents furnishing labor or materials with respect to such Tenant Improvement work and upon Landlord’s request based upon reasonable cause, from individual laborers, in a form reasonably satisfactory to Landlord; and (iv) receipt by Landlord of all other information reasonably requested by Landlord. Landlord shall disburse the Tenant Improvement Allowance in installments, with checks issued by Landlord to Tenant in an amount equal to the lesser of (A) the amount requested in the Payment Application less a ten percent (10%) retention (the aggregate amount of which shall be referred to as the “Landlord’s Final Retention”) and (B) the remaining amount of the Tenant Improvement Allowance (not including the Landlord Final Retention).

2.2.2.2 Final Retention. So long as no Event of Default has occurred and is continuing, and provided Landlord does not reasonably and in good faith dispute the payment of the Landlord’s Final Retention to Tenant based upon noncompliance of any work with the Approved Working Drawings, Landlord’s Final Retention shall be disbursed to or on behalf of Tenant within thirty (30) days after each and every one of the following conditions has been satisfied: (i) receipt by Landlord of a final Payment Application (the “Final Payment Application”) from Tenant requesting the Landlord’s Final Retention; (ii) inspection by Landlord of the Premises and Landlord’s determination that the Tenant Improvement work has been completed (including all punch-list items) in strict accordance with the Approved Working Drawings and applicable Code (provided, however, that such determination shall in no way constitute Landlord’s endorsement or certification that the work has in fact been constructed in conformance with the Approved Working Drawings or applicable Code), and that any repairs to

 

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the Premises necessitated by such Tenant Improvement work have been made to the reasonable satisfaction of Landlord; (iii) receipt by Landlord of a conformed Certificate of Substantial Completion certified by the Contractor and the Architect (iv) receipt by Landlord from Tenant of a temporary or final certificate of occupancy, or either of their equivalent, or other authorization from the applicable governmental authority for the Premises allowing Tenant to occupy the Premises for the conduct of its business, or final sign-off by the applicable building inspector of the City of Seattle, Washington on all building permits for the Tenant Improvement Work, and complying in all respects with the certificate(s) of occupancy, or its equivalent, or other authorization or building permits sign-off as provided above, then covering the Building; (v) receipt by Landlord of appropriate individual paid receipts and invoices for the total amount of the Tenant Improvement Work; (vi) conditional lien waivers from the Contractor and all other Tenant Agents with respect to Landlord’s Final Retention and unconditional lien waivers with respect to all other portions of the Tenant Improvement Work for which payment has been received from the Contractor and all other Tenant Agents furnishing labor or materials with respect to the Tenant Improvement work and upon Landlord’s request based upon reasonable cause, from individual laborers, in a form reasonably satisfactory to Landlord; (vii) receipt by Landlord and Landlord’s approval of a complete set of the “As Built” drawings for the Premises, including electrical, mechanical, fire sprinklers, fire/life-safety and other applicable subcontractors as required by the provisions of Section 4.3 below; (viii) receipt by Landlord of all O&M Information (as defined below); (ix) Tenant’s compliance with Landlord’s reasonable standard closeout and completion requirements; and (x) receipt by Landlord of all other information reasonably requested by Landlord. Landlord shall pay Landlord’s Final Retention with a check issued by Landlord in an amount equal to the lesser of (A) the amount requested in the Final Payment Application, or (B) the amount of any then remaining Tenant Improvement Allowance.

2.2.2.3 Other Terms. Landlord shall only be obligated to make disbursements from the Tenant Improvement Allowance to the extent costs are incurred by Tenant for Tenant Improvement Allowance Items. Tenant’s submission to Landlord of a Payment Application shall be deemed to be Tenant’s acceptance and approval of the work furnished and/or materials supplied as set forth in such Payment Application and shall further be deemed Tenant’s certification that the work for which disbursement is being requested has been completed in accordance with the Approved Working Drawings and applicable Code, provided that the foregoing shall not be deemed to limit Tenant’s rights against the Contractor or any other of Tenant’s Agents with respect to, or approval of, such work and/or materials. Landlord’s payment of such amounts covered by Tenant’s Payment Applications shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in the Payment Applications, nor shall Landlord’s payments be deemed Landlord’s certification that that the work for which the payment is being made has been completed in accordance to the Approved Working Drawings or applicable Code. If an Event of Default exists, Landlord may elect to issue checks to fund the Tenant Improvement Work jointly to Tenant and the Contractor and, at Landlord’s option, to any Tenant

Agents; if no Event of Default exists, then checks to fund the Tenant Improvement work shall be issued to Tenant only. Landlord shall have the right, without the obligation, to apply all or any portion of the undisbursed Tenant Improvement Allowance remaining from time to time to remedy any Event of Default; provided, however, it is expressly covenanted and agreed that such remedy by Landlord shall not be deemed to waive, or release, the default of Tenant.

 

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Second & Spring

Avalara, Inc.


2.2.2.4. Failure to Disburse tenant Improvement Allowance. If Landlord fails to timely fulfill its obligation to fund any portion of the Tenant Improvement Allowance, Tenant shall be entitled to deliver notice (the “Payment Notice”) thereof to Landlord. If Landlord still fails to fulfill any such obligation within thirty (30) days after Landlord’s receipt of the Payment Notice from Tenant and if Landlord fails to deliver notice to Tenant within such thirty (30) day period explaining Landlord’s reasons that Landlord believes that the amounts described in Tenant’s Payment Notice are not due and payable by Landlord (“Refusal Notice”), Tenant shall be entitled to offset the amount so owed to Tenant by Landlord but not paid by Landlord (or if Landlord delivers a Refusal Notice but only with respect to a portion of the amount set forth in the Payment Notice and Landlord fails to pay such undisputed amount as required by the next succeeding sentence, the undisputed amount so owed to Tenant), together with interest at the Interest Rate from the last day of such thirty (30) day period until the date of offset, against Tenant’s next obligations to pay Rent. Notwithstanding the foregoing, Landlord hereby agrees that if Landlord delivers a Refusal Notice disputing a portion of the amount set forth in Tenant’s Payment Notice, Landlord shall pay to Tenant, concurrently with the delivery of the Refusal Notice, the undisputed portion of the amount set forth in the Payment Notice. However, if there is an Event of Default under Section 17 of this Lease at the time that such offset would otherwise be applicable, Tenant shall not be entitled to such offset until such Event of Default is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the disputed amounts to be so paid by Landlord, if any, within ten (10) days after Tenant’s receipt of a Refusal Notice, Tenant may commence an action with respect to such disputed amounts. If Tenant prevails in any such action, the award shall include interest at the Interest Rate calculated from the date of funding by Tenant, if any, or the date such amount was otherwise due to Tenant, as the case may be, until the date of Landlord’s payment of such award. Similarly, if Tenant prevails in any such arbitration, Tenant shall be entitled to apply such award as a credit against Tenant’s obligations to pay Rent, and the award shall include interest at the Default Rate calculated from the date of funding by Tenant, if any, until the date of Tenant’s application of such amounts as a credit against Rent.

2.3 Standard Tenant Improvement Package. Landlord has established specifications for the Building standard components (the “Specifications”) to be used in the construction of the Tenant Improvements in the Premises (collectively, the “Standard Improvement Package”), which Specifications have been received and reviewed by Tenant. The Tenant Improvements shall comply with the Specifications for all Tenant Improvement components that have been pre-stocked by Landlord. With respect to all other Tenant Improvement components, Tenant shall utilize materials and finishes that are not of lesser quality than the Specifications. Landlord may make changes to the Specifications for the Standard Improvement Package from time to time.

2.4 Space Planning Allowance. Landlord shall also reimburse Tenant for an initial space plan for the Premises in an amount not to exceed Fifteen Cents ($0.15) per rentable square foot of the Premises, which amount shall not be deducted from the Tenant Improvement Allowance.

 

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Second & Spring

Avalara, Inc.


SECTION 3

CONSTRUCTION DRAWINGS

3.1 Selection of Architect/Construction Drawings. Tenant shall retain an architect/space planner (the “Architect”) approved by Landlord, which approval shall not be unreasonably withheld, to prepare the Construction Drawings. Tenant shall retain the engineering consultants designated by Landlord (the “Engineers”), including all approved Design/Build contractors, to prepare all plans and engineering working drawings relating to the structural, mechanical, electrical, plumbing, HVAC, life-safety, and sprinkler work in the Premises. The plans and drawings to be prepared by Architect and the Engineers hereunder shall be known collectively as the “Construction Drawings.” All Construction Drawings shall comply with the specifications and with the drawing format reasonably established by Landlord, may be submitted to Landlord electronically, and shall be subject to Landlord’s approval. Tenant and Architect shall verify, in the field, the dimensions and conditions as shown on the relevant portions of the base building plans, and Tenant and Architect shall be solely responsible for the same, and Landlord shall have no responsibility in connection therewith. Landlord’s review of the Construction Drawings as set forth in this Section 3 shall be for its sole purpose and shall not imply Landlord’s review of the same, or obligate Landlord to review the same, for quality, design, Code compliance or other like matters. Accordingly, notwithstanding that any Construction Drawings are reviewed by Landlord or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance that may be rendered to Tenant by Landlord or Landlord’s space planner, architect, engineers, and consultants, Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the Construction Drawings.

3.2 Final Space Plan. Tenant shall supply Landlord with electronic copies, certified by Tenant, of its final space plan for the Premises before any architectural working drawings or engineering drawings have been commenced. The final space plan (the “Final Space Plan”) shall include a layout and designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein. Landlord may request clarification or more specific drawings for special use items not included in the Final Space Plan. Landlord shall advise Tenant within five (5) Business Days after Landlord’s receipt of the Final Space Plan for the Premises if the same is unsatisfactory or incomplete in any respect. If Tenant is so advised, Tenant shall promptly (i) cause the Final Space Plan to be revised to correct any deficiencies or other matters Landlord may reasonably require, and (ii) deliver such revised Final Space Plan to Landlord.

3.3 Final Working Drawings. After the Final Space Plan has been approved by Landlord and Tenant, Tenant shall promptly cause the Architect and the Engineers to complete the architectural and engineering drawings for the Premises, and cause the Architect to compile a fully coordinated set of architectural, structural, mechanical, electrical and plumbing working drawings in a form that is complete to allow subcontractors to bid on the work and to obtain all applicable permits for the Tenant Improvements (collectively, the “Final Working Drawings”), and shall submit the same to Landlord for Landlord’s approval. Tenant shall supply Landlord with four (4) one-half size scaled copies signed by Tenant of such Final Working Drawings and one (1) electronic copy in PDF format. Landlord shall advise Tenant within ten (10) Business

 

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Second & Spring

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Days after Landlord’s receipt of the Final Working Drawings for the Premises if the same are unsatisfactory or incomplete in any respect. If Tenant is so advised, Tenant shall promptly (i) revise the Final Working Drawings in accordance with such review and any disapproval of Landlord in connection therewith, and (ii) deliver four (4) one-half size scaled copies of such revised Final Working Drawings signed by Tenant and one (1) electronic copy in PDF format to Landlord. Notwithstanding the foregoing, Landlord approval of the Final Working Drawings shall not constitute Landlord’s endorsement or certification that construction of the Tenant Improvements in accordance with the Final Working Drawings will be in conformance with applicable Code and/or the Restrictions.

3.4 Approved Working Drawings. The Final Working Drawings shall be approved by Landlord prior to the commencement of construction of the Premises by Tenant. The Final Working Drawings approved by Landlord are referred to herein as the “Approved Working Drawings”. After approval by Landlord of the Final Working Drawings, Tenant shall promptly submit the Approved Working Drawings to the appropriate governmental authorities for all applicable building permits. Tenant hereby agrees that neither Landlord nor Landlord’s consultants shall be responsible for obtaining any building permit or certificate of occupancy for the Premises and that obtaining the same shall be Tenant’s responsibility; provided, however, that Landlord shall cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permit or certificate of occupancy. No changes, modifications or revisions to the Approved Working Drawings may be made without the prior written consent of Landlord, which consent shall not be unreasonably withheld.

3.5 Tenant’s Removal and Repair Obligations. Within ten (10) days following Landlord’s receipt of the submission to Landlord for its approval of the Final Space Plan, the Final Working Drawings, any changes, modifications or revisions thereto, or any other change order, notify Tenant whether all or any portion of the Tenant Improvements or any of the changes, modifications or revisions thereto reflected in such submission will be Non-Removal Items. Landlord’s notice shall indicate whether all or any portion of the Tenant Improvements or any of the changes modifications or revisions thereto reflected in such submission are Non-Removal Items (other than Hazardous Materials placed on the Premises by Tenant or any other Tenant Party, Cables installed by or for Tenant, and any Dish/Antenna, all of which Tenant shall in all events remove at the expiration or earlier termination of the Lease and repair and restore the Premises and/or the Building, as applicable, at Tenant’s sole cost and expense as set forth in the Lease).

SECTION 4

CONSTRUCTION OF THE TENANT IMPROVEMENTS

4.1 Tenant’s Selection of Contractor and Tenant’s Agents.

4.1.1 The Contractor. A general contractor shall be retained by Tenant to construct the Tenant Improvements. Such general contractor (“Contractor”) shall be selected by Tenant from a list of general contractors supplied by Landlord, and Tenant shall deliver to Landlord notice of its selection of the Contractor upon such selection.

 

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Second & Spring

Avalara, Inc.


4.1.2 Tenant’s Agents. All subcontractors, laborers, materialmen, and suppliers used by Tenant (such subcontractors, laborers, materialmen, and suppliers, and the Contractor to be known collectively as “Tenant’s Agents”) must be approved in writing by Landlord, which approval shall not be unreasonably withheld or delayed; provided that, in any event, Tenant must contract with Landlord’s base building subcontractors for any mechanical, electrical, plumbing, life-safety, structural, heating, ventilation, and air-conditioning work in the Premises. If requested by Landlord, Tenant’s Agents shall all be union labor in compliance with the master labor agreements existing between trade unions and the local chapter of the Associated General Contractors of America.

4.2 Construction of Tenant Improvements by Tenant’s Agents.

4.2.1 Construction Contract; Cost Budget. Prior to Tenant’s execution of the construction contract and general conditions with Contractor (the “Contract”), which Contract shall include a contingency of no less than ten percent (10%) of the total amount of the Contract (the “Contract Price”), Tenant shall submit the Contract to Landlord for its review and reasonable approval, which approval shall not be unreasonably withheld or delayed. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids for the Tenant Improvements, Tenant shall provide Landlord with for its review and approval, which approval shall not be unreasonably withheld, with a detailed breakdown, by trade, of the final costs to be incurred, or which have been incurred, in connection with the design and construction of the Tenant Improvements (which costs form the basis for the Contract Price (the “Budget Estimate”)). Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount (the “Over-Allowance Amount”) by which the Budget Estimate exceeds the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the commencement of construction of the Tenant Improvements). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then-remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the Budget Estimate has been delivered by Tenant to landlord, the costs relating to the design and/or construction of the Tenant Improvements shall increase, any such increase in excess of the Budget Estimate shall, to the extent it exceeds the remaining balance of the Tenant Improvement Allowance, be paid by Tenant to Landlord as an addition to the Over-Allowance Amount within ten (10) days after Tenant’s receipt of an invoice therefor and, in any event, prior to the commencement of the construction of such changes. At Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in Sections 2.2.2.1(ii), (iii) and (iv) above, for Landlord’s approval, prior to Tenant paying such costs.

4.2.2 Tenant’s Agents.

4.2.2.1 Landlord’s General Conditions for Tenant’s Agents and Tenant Improvement Work. Tenant’s and Tenant’s Agents’ construction of the Tenant Improvements shall comply with the following: (i) the Tenant Improvements shall be constructed in strict accordance with the Approved Working Drawings; (ii) Tenant and Tenant’s Agents shall not, in any way, interfere with, obstruct, or delay, the work of Landlord’s base building contractor and

 

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Second & Spring

Avalara, Inc.


subcontractors with respect to the Base, Shell and Core or any other work in the Building; (iii) Tenant’s Agents shall submit schedules of all work relating to the Tenant’s Improvements to Contractor and Contractor shall, within five (5) Business Days of receipt thereof, inform Tenant’s Agents of any changes that are necessary thereto, and Tenant’s Agents shall adhere to such corrected schedule; and (iv) Tenant shall abide by all rules made by Landlord’s Building contractor or Landlord’s Building manager with respect to the use of freight, loading dock and service elevators, storage of materials, coordination of work with the contractors of other tenants, and any other matter in connection with this Tenant Work Letter, including, without limitation, the construction of the Tenant Improvements.

4.2.2.2 Coordination Fee. Tenant shall pay a logistical coordination fee (the “Coordination Fee”) to Landlord in an amount equal to the product of one percent (1%) and (ii) the sum of the Tenant Improvement Allowance, the Over-Allowance Amount, as such amount may be increased hereunder, and any other amounts expended by Tenant in connection with the design and construction of the Tenant Improvements, which Coordination Fee shall be for services relating to the coordination of the construction of the Tenant Improvements.

4.2.2.3 Indemnity. Tenant’s indemnity of Landlord as set forth in the Lease shall also apply with respect to any and all costs, losses, damages, injuries and liabilities related in any way to any act or omission of Tenant or Tenant’s Agents, or anyone directly or indirectly employed by any of them, or in connection with Tenant’s nonpayment of any amount arising out of the Tenant Improvements and/or Tenant’s disapproval of all or any portion of any request for payment. Such indemnity by Tenant, as set forth in the Lease, shall also apply with respect to any and all costs, losses, damages, injuries and liabilities related in any way to Landlord’s performance of any ministerial acts reasonably necessary (i) to permit Tenant to complete the Tenant Improvements, and (ii) to enable Tenant to obtain any building permit or certificate of occupancy for the Premises.

4.2.2.4 Insurance Requirements.

4.2.2.4.1 General Coverages. All of Tenant’s Agents shall carry workers’ compensation insurance covering all of their respective employees, and shall also carry public liability insurance, including property damage, all with limits, in form and with companies as are required to be carried by Tenant as set forth in the Lease.

4.2.2.4.2 Special Coverages. Tenant shall carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of the Tenant Improvements, and such other insurance as Landlord may require, it being understood and agreed that the Tenant Improvements shall be insured by Tenant pursuant to the Lease immediately upon completion thereof. Such insurance shall be in amounts and shall include such extended coverage endorsements as may be reasonably required by Landlord, and in form and with companies as are required to be carried by Tenant as set forth in the Lease.

4.2.2.4.3 General Terms. Certificates for all insurance carried pursuant to this Section 4.2.2.4 shall be delivered to Landlord before the commencement of construction of the Tenant Improvements and before the Contractor’s equipment is moved onto the site. All such policies of insurance must contain a provision that the company writing

 

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Second & Spring

Avalara, Inc.


said policy will give Landlord thirty (30) days’ prior written notice of any cancellation of such insurance. In the event that the Tenant Improvements are damaged by any cause during the course of the construction thereof, Tenant shall immediately repair the same at Tenant’s sole cost and expense. All policies carried under this Section 4.2.2.4 shall insure Landlord and Tenant, as their interests may appear, as well as Contractor and Tenant’s Agents, and shall name as additional insureds Landlord, Landlord’s Property Manager, Landlord’s Asset Manager, and all mortgagees and ground lessors of the Building. All insurance, except workers’ compensation, maintained by Tenant’s Agents shall preclude subrogation claims by the insurer against anyone insured thereunder. Such insurance shall provide that it is primary insurance as respects the owner and that any other insurance maintained by owner is excess and non-contributing with the insurance required hereunder. The requirements for the foregoing insurance shall not derogate from the provisions for indemnification of Landlord by Tenant under Section 4.2.2.3 of this Tenant Work Letter.

4.2.3 Governmental Compliance. The Tenant Improvements shall comply in all respects with the following: (i) the Code and other applicable Laws, as each may apply according to the rulings of the controlling public official, agent or other person; (ii) applicable standards of the American Insurance Association (formerly, the National Board of Fire Underwriters) and the National Electrical Code; and (iii) building material manufacturer’s specifications.

4.2.4 Inspection by Landlord. Landlord shall have the right to inspect the Tenant Improvements at all times, and from time to time; provided, however, that Landlord’s failure to inspect the Tenant Improvements shall in no event constitute a waiver of any of Landlord’s rights hereunder nor shall Landlord’s inspection of the Tenant Improvements constitute Landlord’s approval of the same. Should Landlord disapprove any portion of the Tenant Improvements, Landlord shall notify Tenant in writing of such disapproval and shall specify the items disapproved. Any defects or deviations in, and/or disapproval by Landlord of, the Tenant Improvements shall be rectified by Tenant at no expense to Landlord; provided, however, that in the event Landlord determines that a defect or deviation exists or disapproves of any matter in connection with any portion of the Tenant Improvements and such defect, deviation and/or matter might adversely affect the mechanical, electrical, plumbing, heating, ventilating and air-conditioning or life-safety systems of the Building, the structure or exterior appearance of the Building or any other tenant’s use of such other tenant’s leased premises, Landlord may take such action as Landlord deems necessary, at Tenant’s expense and without incurring any liability on Landlord’s part, to correct any such defect, deviation and/or matter, including, without limitation, causing the cessation of performance of the construction of the Tenant Improvements until such time as the defect, deviation and/or matter is corrected to Landlord’s satisfaction.

4.2.5 Meetings. Commencing upon the execution of the Lease, Tenant shall hold weekly meetings at a reasonable time with the Architect and the Contractor regarding the progress of the preparation of Construction Drawings and the construction of the Tenant Improvements, which meetings shall be held at a location designated by Landlord, and Landlord and/or its agents shall receive prior notice of, and shall have the right to attend, all such meetings, and, upon Landlord’s request, certain of Tenant’s Agents shall attend such meetings. In addition, minutes shall be taken at all such meetings, a copy of which minutes shall be promptly delivered to Landlord. One such meeting each month shall include the review of Contractor’s current request for payment.

 

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Second & Spring

Avalara, Inc.


4.3 Notice of Completion; Copy of “As Built” Plans. At the conclusion of construction, (i) Tenant shall cause the Architect and the Contractor (A) to update the Approved Working Drawings as necessary to reflect all changes made to the Approved Working Drawings during the course of construction, (B) to certify to the best of their knowledge that the “record-set” of as-built drawings are true and correct, which certification shall survive the expiration or earlier termination of the Lease, (C) to deliver to Landlord electronic sets of such as-built drawings within ninety (90) days following issuance of a certificate of occupancy for the Premises, and (D) to deliver to Landlord a computer disk containing the Approved Working Drawings in AutoCAD and PDF formats, and (ii) Tenant shall deliver to Landlord a copy of all warranties, guaranties, and operating manuals and information relating to the improvements, equipment, and systems in the Premises (collectively, the “O&M Information”).

4.4 Coordination by Tenant’s Agents with Landlord. Upon Tenant’s delivery of the Contract to Landlord under Section 4.2.1 of this Tenant Work Letter, Tenant shall furnish Landlord with a schedule setting forth the projected date of the completion of the Tenant Improvements and showing the critical time deadlines for each phase, item or trade relating to the construction of the Tenant Improvements.

SECTION 5

DELAY OF COMMENCEMENT DATE

5.1 Commencement Date Delay. The Commencement Date and the Must-Take Commencement Date shall each occur as provided in the Basic Lease Information; provided, however, that the Commencement Date or the Must-Take Commencement Date, as applicable shall be extended on a day-for-day basis by the number of actual days of delay of the “Substantial Completion of the Tenant Improvements,” as that term is defined in Section 5.3 below, to the extent such delay in the Commencement Date or the Must-Take Commencement Date, respectively, is caused by a Commencement Date Delay. As used herein, the term “Commencement Date Delay” shall mean only a “Force Majeure Delay” or a “Landlord Caused Delay,” as that term is defined below in this Section 5.1. As used herein, the term “Force Majeure Delay” shall mean only an actual delay resulting from strikes, fire, wind, damage or destruction to the Project, explosion, casualty, condemnation, flood, hurricane, tornado, the elements, acts of God or the public enemy, sabotage, war, invasion, insurrection, rebellion, civil unrest, riots, or earthquakes. As used herein, “Landlord Caused Delay” shall mean actual delays to the extent resulting from the acts or omissions of Landlord including, but not limited to (i) failure of Landlord to timely approve or disapprove any Construction Drawings; (ii) material and unreasonable interference by Landlord, its agents, employees or contractors with the Substantial Completion of the Tenant Improvements and which objectively preclude or delay the construction of tenant improvements in the Building by any person, which interference relates to access by Tenant, or Tenant’s Agents to the Building or any Building facilities (including loading docks and freight elevators) or service (including temporary power and parking areas as provided herein) during normal construction hours, or the use thereof during

 

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Second & Spring

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normal construction hours; (iii) delays due to the acts or failures to act of Landlord, its agents, employees or contractors including without limitation any such acts or failures to act with respect to payment of the Tenant Improvement Allowance; and (iv) delays due to lack of reasonably sufficient access to the Premises to allow Tenant to construct the Tenant Improvements on a timely basis.

5.2 Determination of a Commencement Date Delay. If Tenant contends that a Commencement Date Delay has occurred, Tenant shall notify Landlord in writing (the “Delay Notice”) of the event that constitutes such Commencement Date Delay. If such actions, inaction or circumstance described in the Delay Notice are not cured by Landlord within one (1) business day of Landlord’s receipt of the Delay Notice and if such action, inaction or circumstance otherwise qualify as a Commencement Date Delay, then a Commencement Date Delay shall be deemed to have occurred commencing as of the date of Landlord’s receipt of the Delay Notice and ending as of the date such delay ends.

5.3 Definition of Substantial Completion of the Tenant Improvements. For purposes of this Section 5, “Substantial Completion of the Tenant Improvements” shall mean completion of construction of the Tenant Improvements in the Premises pursuant to the Approved Working Drawings, with the exception of any punch list items.

SECTION 6

MISCELLANEOUS

6.1 Tenant’s Representative. Tenant has designated Ms. Karen Sherwood as its sole representative with respect to the matters set forth in this Tenant Work Letter, who shall have full authority and responsibility to act on behalf of the Tenant as required in this Tenant Work Letter.

6.2 Landlord’s Representative. Landlord has designated Mr. Charlie Foushee as its sole representative with respect to the matters set forth in this Tenant Work Letter, who, until further notice to Tenant, shall have full authority and responsibility to act on behalf of the Landlord as required in this Tenant Work Letter.

6.3 Time of the Essence in This Tenant Work Letter. Unless otherwise indicated, all references herein to a “number of days” shall mean and refer to calendar days. If any item requiring Landlord’s approval is timely disapproved by Landlord, the procedure for revision of the item and approval thereof shall be repeated until the item is approved by Landlord.

6.4 Tenant’s Lease Default. Notwithstanding any provision to the contrary contained in the Lease, if an Event of Default by Tenant as described in Section 17 of the Lease or any default by Tenant under this Tenant Work Letter has occurred at any time on or before the Substantial Completion of the Tenant Improvements, then (i) in addition to all other rights and remedies granted to Landlord pursuant to the Lease, at law and/or in equity, Landlord shall have the right to withhold payment of all or any portion of the Tenant Improvement Allowance and/or Landlord may cause Contractor to cease the construction of the Premises (in which case, Tenant

 

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shall be responsible for any delay in the Substantial Completion of the Tenant Improvements caused by such work stoppage), and (ii) all other obligations of Landlord under the terms of this Tenant Work Letter shall be forgiven until such time as such default is cured pursuant to the terms of the Lease (in which case, Tenant shall be responsible for any delay in the Substantial Completion of the Tenant Improvements caused by such inaction by Landlord). If the Lease is terminated prior to the Commencement Date, for any reason due to an Event of Default by Tenant as described in Section 17 of the Lease or any default by Tenant under this Tenant Work Letter, then so long as Landlord’s recovery is not duplication of amounts recovered by Landlord pursuant to other remedies available to Landlord under the Lease, at law and/or in equity, Tenant shall pay to Landlord, as additional Rent under the Lease, within five (5) days of receipt of a statement therefor, any and all costs (if any) incurred by Landlord (including any portion of the Tenant Improvement Allowance disbursed by Landlord) and not reimbursed or otherwise paid by Tenant through the date of such termination in connection with the Tenant Improvements to the extent planned, installed and/or constructed as of such date of termination, including, but not limited to, any costs related to the removal of all or any portion of the Tenant Improvements and restoration costs related thereto.

 

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Second & Spring

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SCHEDULE 1 TO EXHIBIT D

LANDLORD WORK

Second & Spring

Landlord’s Shell & Core Improvements – Floor 1

 

  1. Tenant Rentable Area Improvements:

 

  i. Demo all walls within the premises. Tenant to be left with open floor plan as per plan.

 

  ii. All plumbing, including cooling loops to be cut and capped in concealed location flush with surface.

 

  iii. All columns to remain in as-Is condition.

 

  iv. Exposed open ceiling structure: Existing ceiling structure to remain in as is condition.

 

  v. Demo all existing suspended ACT ceiling within the premise and return ceiling condition to exposed open ceiling.

 

  vi. Fire alarm: To be in good working condition, but otherwise left in as-is condition. Panel to be operational with adequate capacity for standard office equipment.

 

  vii. Electrical distribution panel to be located in a mutually agreeable location. Tenant to be allocated 6 watts/sf for plug load and lights.

 

  viii. HVAC system to be provided to support standard office use. Assumes 1 PC per offices and/or 1 PC per workstation. All conference rooms with a seating capacity of 8 or more shall have their own dedicated thermostat zone. Assume 1,200 sf maximum interior zone and 800 sf maximum exterior zone. All areas shall have heat and air conditioning. All conditioning to be provided by VAV boxes. All medium pressure loop ducting to be provided and installed by Landlord from conditioning source to VAV boxes. Tenant responsible for location and installation of low pressure ducting from VAV boxes to diffusers. Landlord to provide Tenant with VAV boxes. Tenant shall identify the location for all VAV boxes. New DDC control system including main interface, head end controls and high rise controls backbone.

 

  ix. Demo all flooring in premise. In area of existing/partially existing stone flooring (approx. 9,600 SF), Landlord to provide finished concrete micro-topping floor / non-tinted. At Tenant’s election, Landlord to alternately provide approx. 9,600SF stone/former stone floor area in “as is” condition, plus lump sum $76,800 finishing allowance ($8/SF x 9,600SF). All raised floor attachment hardware and adhesive to be removed and floors to be left in broom swept condition.

 

  x. Remaining chandelier lighting to be left in as is condition. Landlord to provide an allowance of $58,635 for lighting, in addition to the base tenant allowance.

 

  xi. No fire sprinklers shall be provided within premise per code. In the event that fire sprinklers are required as of the Must-Take Commencement Date per code, then provided that the 1st floor portion of the Premises is used solely for general office use, the same shall be installed per code at Landlord’s cost. Existing sprinklers shall be capped in concealed location flush with surface.

 

   EXHIBIT D   
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  xii. All walls ready to receive paint.

 

  xiii. Landlord, during landlord’s work of delivering an open plan per numeral i, shall remove or encapsulate any existing lead based paint, asbestos or other hazardous materials as determined by Landlord’s work. Landlord to provide survey of hazardous materials.

 

  xiv. Building standard manual roll up Mecho shades or mutually agreed to equivalent roller shades to be located on all exterior windows.

 

  2. Common Area Improvements:

 

  i. Finished restrooms

 

  ii. Common lobby/corridor fire sprinklers per code. Landlord to refurbish 1st floor lobby/corridor with new building standard finishes.

Second & Spring

Landlord’s Shell & Core Improvements – Floor 3

 

1. BUILDING SYSTEMS UPGRADES

 

  A. Mechanical Systems:

 

  i. New DDC control system including main interface, head end controls and high rise controls backbone (Flrs 3-5)

 

  ii. New hydronic heat source loop on each floor plate (flrs 3-5)

 

  iii. Main air handlers w/ relief installed on each floor (flrs 3-5) including medium pressure ducting HVAC system to be provided to support standard office use. Assumes 1 PC per offices and/or 1 PC per workstation. All conference rooms with a seating capacity of 8 or more shall have their own dedicated thermostat zone. Assume 1,200 sf maximum interior zone and 800 sf maximum exterior zone. All areas shall have heat and air conditioning. All conditioning to be provided by VAV boxes. All medium pressure loop ducting to be provided and installed by Landlord from conditioning source to VAV boxes. Tenant responsible for location and installation of low pressure ducting from VAV boxes to diffusers. Landlord to provide Tenant with VAV boxes. Tenant shall identify the location for all VAV boxes. South main air handler to be raised to 8’-6” minimum.

 

  B. Electrical Systems:

 

  i. Main electrical bus riser and distribution to each floor main electrical panel (Floors 3-5) to deliver tenant plug load minimum average 6 watts/sf

 

  ii. Lighting: OPEN CEILINGS: Landlord to provide $121,314 lump sum lighting allowance in addition to base tenant allowance.

 

  C. Fire Sprinklers (Floors 3-5):

 

  i. Fire sprinklers – quick response up-turned heads at code minimum distribution per NFPA13

 

  ii. Fire panel – full replacement.

 

   EXHIBIT D   
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Avalara, Inc.


  D. Building standard manual roll up Mecho shades or mutually agreed to equivalent roller shades to be located on all exterior windows.

 

2. BUILDING AESTHETIC UPGRADES

 

  A. Exterior Upgrades:

 

  i. Terra cotta façade repairs

 

  ii. Repair / repaint exterior window & decorative trim throughout, on both floors 1 and 3.

 

  iii. East façade repaint & window replacement, New East entry portal from Plaza

 

  B. Passenger Elevator Cars:

 

  i. New passenger car interior cab finish package including (3 ea) sidewalls & rail packages, flooring, ceiling & lighting per plan.

 

  ii. Repaint elevator door fronts & surrounds per plan.

 

  C. Lobby Upgrades:

 

  i. Floor 3:

 

  1. New east portal entry lobby (if leasing required)

 

  2. New finishes throughout including flooring, paint, ceilings, lighting, Suite entries per plan

 

  3. New common lobby furnishings & artwork

 

  4. Building tenant directories on floors 1 & 3

 

  D. Restrooms (Floor 3)

 

  xv. Existing finishes demoed, plumbing capped. Landlord to provide lump sum $90,000 allowance to tenant for restroom fixtures & finishes.

 

  E. Tenant Rentable Area Improvements (Floor 3):

 

  xvi. Demo all existing improvements to warm shell condition including interior partitions, ceilings, lighting, flooring

 

  xvii. Exposed open ceiling structure. All abandoned hangers, joists, etc removed. All fireproofing to be patched and delivered per code.

 

  xviii. Perimeter & core walls patched, ready to receive paint

 

  xix. Building standard suite entry (2 ea locations)

 

   EXHIBIT D   
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Second & Spring

Avalara, Inc.


EXHIBIT E

CONFIRMATION OF COMMENCEMENT DATE

                                     , 20            

Avalara, Inc.

1100 2nd Avenue, Suite 300
Seattle,  Washington 98101
Attention:                                     

 

  Re: Lease Agreement (the “Lease”)                     dated             , 2014, between W2007 SEATTLE OFFICE SECOND AND SPRING BUILDING REALTY, LLC, a Delaware limited liability company (“Landlord”), and AVALARA, INC., a WASHINGTON CORPORATION (“Tenant”). Capitalized terms used herein but not defined shall be given the meanings assigned to them in the Lease.

Ladies and Gentlemen:

Landlord and Tenant agree as follows:

1. Condition of Premises. Tenant has accepted possession of the Premises pursuant to the Lease. Any improvements required by the terms of the Lease to be made by Landlord have been completed to the full and complete satisfaction of Tenant in all respects except for the punch-list items described on Exhibit A hereto (the “Punch-list Items”), and except for such Punch-list Items, Landlord has fulfilled all of its duties under the Lease with respect to such initial tenant improvements. Furthermore, Tenant acknowledges that the Premises are suitable for the Permitted Use.

2. Commencement Date. The Commencement Date of the Lease is                     , 20        .

3. Expiration Date. The Term is scheduled to expire on the last day of the th full calendar month of the Term, which date is                    , 20        .

4. Contact Person. Tenant’s contact person in the Premises is:

 

 

 

 

Attention:                                                                             
Telephone:             -            -            

 

   EXHIBIT E   
   1   

Second & Spring

Avalara, Inc.


5. Ratification. Tenant hereby ratifies and confirms its obligations under the Lease, and represents and warrants to Landlord that it has no defenses thereto. Additionally, Tenant further confirms and ratifies that, as of the date hereof, (a) the Lease is and remains in good standing and in full force and effect, and (b) Tenant has no claims, counterclaims, setoffs or defenses against Landlord arising out of the Lease or in any way relating thereto or arising out of any other transaction between Landlord and Tenant.

6. Binding Effect; Governing Law. Except as modified hereby, the Lease shall remain in full effect and this letter shall be binding upon Landlord and Tenant and their respective successors and assigns. If any inconsistency exists or arises between the terms of this letter and the terms of the Lease, the terms of this letter shall prevail. This letter shall be governed by the laws of the State of Washington.

 

   EXHIBIT E   
   2   

Second & Spring

Avalara, Inc.


Please indicate your agreement to the above matters by signing this letter in the space indicated below and returning an executed original to us.

Sincerely,

W2007 SEATTLE OFFICE SECOND AND SPRING BUILDING REALTY, LLC,

a Delaware limited liability company

 

By:   

Walton Seattle Mezz Holdings VI-A, L.L.C.,

a Delaware limited liability company,

its Sole Member

   By:   

Walton Seattle Mezz JV VI, L.L.C.,

a Delaware limited liability company,

its Sole Member

      By:   

Walton Seattle Mezz Investors VI, L.L.C.,

a Delaware limited liability company,

its Managing Member

         By:   

Walton Acquisition REOC Master VI, L.L.C.,

a Delaware limited liability company,

its Sole Member

            By:   

Walton Street Real Estate Fund VI-Q, L.P.,

a Delaware limited partnership,

its Managing Member

               By:   

Walton Street Managers VI, L.P.,

a Delaware limited partnership,

its General Partner

                  By:   

WSC Managers VI, Inc.,

a Delaware corporation,

its General Partner

                     By:                                                             
                     Name:                                                             
                     Title:                                                                 

 

Agreed and accepted:

AVALARA, INC.,

a Washington corporation

By:                                                                 
Name:                                                             
Title:                                                             

 

   EXHIBIT E   
   3   

Second & Spring

Avalara, Inc.


EXHIBIT A TO EXHIBIT E

PUNCH-LIST ITEMS

Please insert any punch-list items that remain to be performed by Landlord. If no items are listed below by Tenant, none shall be deemed to exist.

 

   EXHIBIT E   
   4   

Second & Spring

Avalara, Inc.


EXHIBIT F

FORM OF TENANT ESTOPPEL CERTIFICATE

The undersigned is the Tenant under the Lease (as defined below) between W2007 Seattle Office Second and Spring Building Realty, LLC, a Delaware limited liability company, as Landlord, and the undersigned as Tenant, for the Premises on the [                     ]floor of the office building located at 1100 2nd Avenue, Seattle, Washington and commonly known as Second & Spring, and hereby certifies to the actual knowledge of Tenant as follows:

1. The Lease consists of the original Lease Agreement dated as of                     , 20         between Tenant and Landlord [‘s predecessor-in-interest] and the following amendments or modifications thereto (if none, please state “none”):

 

 

 

 

 

 

The documents listed above are herein collectively referred to as the Lease and represent the entire agreement between the parties with respect to the Premises. All capitalized terms used herein but not defined shall be given the meaning assigned to them in the Lease.

2. The Lease is in full force and effect and has not been modified, supplemented or amended in any way except as provided in Section 1 above.

3. The Term commenced on                     , 20         and the Term expires, excluding any renewal options, on                     , 20        , and Tenant has no option, right of first refusal or other right to purchase all or any part of the Premises or the Project or interest therein, or any option to terminate or cancel the Lease, except as expressly set forth in the Lease.

4. Tenant currently occupies the Premises described in the Lease and Tenant has not transferred, assigned, or sublet any portion of the Premises nor entered into any license or concession agreements with respect thereto except as follows (if none, please state “none”):

5. All monthly installments of Basic Rent, all Additional Rent and all monthly installments of estimated Additional Rent have been paid when due through                        . The current monthly installment of Basic Rent is $                    .

6. All conditions of the Lease to be performed by Landlord necessary to the enforceability of the Lease have been satisfied and Landlord is not in default thereunder. In addition, Tenant has not delivered any notice to Landlord regarding a default by Landlord thereunder.

 

  

EXHIBIT F

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Second & Spring

Avalara, Inc.


7. As of the date hereof, there are no existing defenses or offsets, or, to the undersigned’s knowledge, claims or any basis for a claim, that Tenant has against Landlord and no event has occurred and no condition exists, which, with the giving of notice or the passage of time, or both, will constitute a default under the Lease.

8. No rental has been paid more than thirty (30) days in advance and no security deposit has been delivered to Landlord except as provided in the Lease.

9. If Tenant is a corporation, partnership or other business entity, each individual executing this Estoppel Certificate on behalf of Tenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in the state in which the Premises are located if required by law and that Tenant has full right and authority to execute and deliver this Tenant Estoppel Certificate and that each person signing on behalf of Tenant is authorized to do so.

10. There are no actions pending against Tenant under any bankruptcy or similar laws of the United States or any state.

11. Other than in compliance with all applicable laws and incidental to the ordinary course of the use of the Premises, Tenant has not used, stored, or released any hazardous substances in the Premises.

12. All tenant improvement work and other improvement work to be performed by Landlord under the Lease has been completed in accordance with the Lease and has been accepted by the undersigned and all reimbursements and allowances due to the undersigned under the Lease in connection with any tenant improvement work have been paid in full.

13. Tenant’s current address for receipt of notices, elections, demands or other communications is                                         .

Tenant acknowledges that this Tenant Estoppel Certificate may be delivered to Landlord’s current and prospective mortgagees, trust deed holders, ground lessors and/or investors, or prospective purchasers, or investors or any of their respective lenders, and acknowledges that it recognizes that if so delivered, in addition to Landlord, said mortgagees, trust deed holders, ground lessors, investors or purchasers, and their respective lenders, successors and assigns will be relying upon the statements contained herein in disbursing loan advances or making a new loan or investing in or acquiring the property of which the Premises are a part, and/or in accepting an assignment, of the Lease documents as collateral security, and that receipt by it of this Tenant Estoppel Certificate is a condition of making of the loan, disbursing loan proceeds, or investing in, or acquiring, such property. Tenant hereby agrees to execute such other and further estoppel certificates as any of Landlord’s current or prospective mortgagees, trust deed holders, ground lessors, investors, purchasers or any of their respective lenders, successors or assigns may require.

 

  

EXHIBIT F

2

  

Second & Spring

Avalara, Inc.


TENANT:

AVALARA, INC.,

a Washington corporation

 

By:

 

 

Name:

 

 

Title:

 

 

 

  

EXHIBIT F

3

  

Second & Spring

Avalara, Inc.


EXHIBIT G

PARKING

(1) Tenant Parking Passes. Tenant shall have the option, at Tenant’s sole election, to license from Landlord throughout the Term of the Lease a total of one (1) parking pass for each 2,000 rentable square feet of the Premises, which pass shall be for parking in non-exclusive, unreserved, first-come first-served parking spaces (collectively, “Tenant Parking Passes”) in the Project’s parking facilities (the “Parking Facility”), subject to such terms, conditions and regulations as are from time to time applicable to patrons of the Parking Facility. Nothing herein shall require Tenant to purchase any Tenant Parking Passes. The rate payable by Tenant for Tenant Parking Passes shall be the rate charged from time to time to patrons of the Parking Facility for other non-exclusive, unreserved, first-come, first-served parking spaces (plus all applicable taxes), which as of the date of this Lease is $334.00 per pass per month.

(2) Conditions on Use. The use by Tenant, its employees, suppliers, shippers or customers and invitees, of the Parking Facility shall be on the terms and conditions reasonably established by Landlord (or Landlord’s agent), and shall be subject to such other agreement between Landlord and Tenant as may hereinafter be established. Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant or Tenant’s employees, suppliers, shippers, customers or invitees to be loaded, unloaded or parked in areas other than those designated for such activities by Landlord. Tenant shall not store or permit its employees to store any automobiles in the Parking Facility, without the prior written consent of Landlord. Except for emergency repairs, Tenant and its employees shall not perform any work on any automobiles while located in the Parking Facility or on the Property. If it is necessary for Tenant or its employees to leave an automobile in the Parking Facility, overnight, Tenant shall provide Landlord with prior notice thereof designating the license plate number and model of such automobile. If Tenant permits or allows any of the prohibited activities, then Landlord shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the reasonable cost to Tenant, which cost shall be payable within thirty (30) days of Tenant’s receipt of an invoice from Landlord, together with reasonable supporting evidence. Tenant shall have no right to assign or sublicense any of its rights in the Tenant Parking Passes, except as part of a permitted assignment of this Lease or a sublease of the Premises. Landlord shall have the right to terminate Tenant’s rights hereunder (including termination of any parking agreement related thereto) with respect to any of the Tenant Parking Passes that Tenant desires to sublicense or assign except as part of a permitted assignment of this Lease or a sublease of the Premises. Landlord may, in its discretion, allocate and assign parking spaces in the Parking Facility among Tenant and other tenants and occupants in the Project so long as Tenant’s right to the Tenant Parking Passes remains unaffected. Landlord shall also have the right from time to time to promulgate reasonable rules and regulations regarding the Parking Facility, the Tenant Parking Passes and the use thereof, including rules and regulations controlling the flow of traffic to and from various areas of the Parking Facility, the angle and direction of parking and the like. Tenant shall comply with and cause its employees to comply with all such rules and regulations, all reasonable additions and amendments thereto, and the terms and provisions hereof. Landlord may elect to provide parking cards or keys to control access to the Parking Facility. In such event, Landlord shall provide Tenant with one (1) card or key for each of the Tenant Parking Passes, provided that

 

  

EXHIBIT G

1

  

Second & Spring

Avalara, Inc.


Landlord shall have the right to require Tenant or its employees to place a deposit on such access cards or keys and to pay a fee for any lost or damaged cards or keys. Tenant’s use of the Parking Facility shall be at Tenant’s sole risk, and Landlord shall have no liability for any personal injury or damage or theft of any vehicles or other property occurring in the Parking Facility, regardless of whether such loss or theft occurs when the Parking Facility or other areas therein are locked or otherwise secured. Except as caused by the negligence or willful misconduct of Landlord and without limiting the terms of the preceding sentence, Landlord shall not be liable for any loss, injury or damage to persons using the Parking Facility, or automobiles or other property therein, it being agreed that, to the fullest extent permitted by law, the use of the parking spaces in the Parking Facility shall be at the sole risk of Tenant and its employees. Landlord specifically reserves the right to change the size, configuration, design, layout, location and all other aspects of the Parking Facility and Tenant acknowledges and agrees that Landlord may, without incurring any liability to Tenant and without any abatement of Rent under this Lease, from time to time, close off or restrict access to the Parking Facility or relocate Tenant’s parking to other parking structures and/or surface parking areas within a reasonable distance of the Project, for purposes of permitting or facilitating construction, repair, maintenance, alteration or improvements with respect to the Parking Facility, or to accommodate or facilitate renovation, alteration, construction or other modification of other improvements or structures located at the Project or at the location of the Parking Facility, as the case may be, or if required as a result of any Force Majeure events. If, for any reason, Landlord is unable to provide Tenant with the use all or any portion of the Tenant Parking Passes for a period in excess of three (3) consecutive Business Days, then Tenant’s obligation to pay for such Tenant Parking Passes shall be abated commencing on the expiration of such three (3) business-day period and continuing until Tenant’s use thereof is restored, which abatement shall be in full settlement of all claims that Tenant might otherwise have against Landlord because of Landlord’s failure or inability to provide Tenant with such parking spaces. Except as provided in the immediately preceding sentence, no deductions or allowances shall be made for any days when Tenant and/or any of its employees does not utilize the Parking Facility or any of the Tenant Parking Passes. Landlord may delegate its responsibilities hereunder to a parking operator, in which case such parking operator shall have all the rights of control attributed hereby to Landlord. If requested by Landlord, Tenant shall execute and deliver to Landlord or the parking operator, as applicable, the standard parking agreement used by Landlord or the parking operator for the Parking Facility. Landlord shall have no liability for claims arising through acts or omissions of any such parking operator, except as otherwise provided in this Lease.

 

  

EXHIBIT G

2

  

Second & Spring

Avalara, Inc.


EXHIBIT H

RENT ABATEMENT PROVISION

The Basic Rent with respect to the Initial Premises shall be conditionally abated during the period commencing on January 1, 2015 and ending on June 30, 2015. The total amount of such abatement with respect to the Initial Premises shall be $405,009.00 (i.e., $67,501.50 per month). In addition, the Basic Rent with respect to the Must-Take Premises shall be conditionally abated for the first five (5) full months of the Term following the Must-Take Commencement Date. The total amount of such abatement with respect to the Must-Take Premises shall be $163,267.50 (i.e., $32,653.50 per month). As provided in this Lease, Tenant shall, concurrently with its execution of this Lease, pay to Landlord Basic Rent for the seventh (7th) month of the Term; thereafter, Tenant shall make Basic Rent payments as otherwise provided in this Lease. Notwithstanding such abatement of Basic Rent (a) all other sums due under this Lease, including Additional Rent, shall be payable as provided in this Lease, and (b) any increases in Basic Rent set forth in this Lease shall occur on the dates scheduled therefor. The amount of Basic Rent conditionally abated pursuant to this Exhibit H shall be referred to herein as the “Abated Rent”.

The Abated Rent provided for in this Exhibit H is conditioned upon Tenant’s full and timely performance of all of its obligations under this Lease. If at any time during the Term an Event of Default by Tenant occurs and this Lease is terminated as a result thereof, then the abatement of Basic Rent provided for in this Exhibit H shall immediately become void, and Tenant shall promptly pay to Landlord, in addition to all other amounts due to Landlord under this Lease, the full amount of the Abated Rent.

Tenant acknowledges and agrees that if Tenant elects to utilize the Additional Improvement Allowance provided in Section 2.1.1 of Exhibit B, the abatement of Basic Rent provided for herein shall not apply to Tenant’s obligation to pay Additional Monthly Basic Rent, and that Tenant shall be required to commence making monthly payments of Additional Monthly Basic Rent on the later to occur of (i) the Commencement Date and (ii) the date upon which Tenant exercises its right to utilize such Additional Improvement Allowance.

At any time prior to the expiration of the periods to which such Abated Rent shall apply, Landlord shall have the right, but not the obligation (the Rent Credit Option”), in lieu of all or any portion of the Abated Rent, to elect by notice to Tenant (the “Rent Credit Election Notice”) to disburse to Tenant an amount equal to the sum of (i) the Basic Rent that would have otherwise been abated pursuant to this Lease during the period specified in the Rent Credit Election Notice (the “Abated Base Rent Payment Amount”), and (ii) the Abated Base Rent Income Tax Amount, as that term is defined below, if any, either in a lump sum on or before the first day of the first calendar month of the period specified in the Rent Credit Notice or in monthly installments in an amount equal to the Basic Rent due for each calendar month during the period specified in the Rent Credit Notice on or before the first day of each such calendar month. Within ten (10) business days following Tenant’s receipt of the notice that Landlord has elected to exercise the Rent Credit Option, Tenant shall deliver to Landlord a written opinion from Tenant’s tax department to Landlord (which opinion shall be certified as true and correct on behalf of Tenant by Tenant’s chief financial officer) setting forth with reasonably particularity

 

  

EXHIBIT H

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Second & Spring

Avalara, Inc.


the income tax liability, if any, that Tenant would incur strictly as a result of receiving the payment of the Abated Base Rent Payment Amount (the “Abated Base Rent Income Tax Amount”) together with Tenant’s corresponding obligation to pay Basic Rent for the Premises, and Tenant’s failure to provide such written opinion with the foregoing ten (10) business day period shall result in Landlord having no obligation to pay the Abated Base Rent Income Tax Amount. If Landlord exercises the Rent Credit Option, and so long as Landlord disburses said amount(s) as set forth hereinabove, then during the period specified in the Rent Credit Election Notice (a) the abatement of Basic Rent set forth herein shall be of no force or effect and (b) Tenant shall pay all of the Basic Rent due under this Lease at the time and in the manner set forth in the Basic Lease Information of this Lease, without regard to any Abated Rent. Tenant shall reasonably cooperate with Landlord, including reasonable amendments to this Lease, to permit Landlord to exercise the Rent Credit Option in a manner reasonably required by Landlord or any Landlord’s Mortgagee.

 

  

EXHIBIT H

2

  

Second & Spring

Avalara, Inc.


EXHIBIT I

EXTENSION OPTION

(1) Option Term. Subject to the terms and conditions set forth below, Tenant shall have one (1) option (an “Extension Option”) to extend the Term for a period of five (5) years (the “Option Term”). If Tenant properly exercises the Extension Option, all of the terms, covenants and conditions of this Lease shall continue in full force and effect during the Option Term, including provisions regarding payment of Rent, which shall remain payable on the terms herein set forth, except that (a) the Basic Rent payable by Tenant during the Option Term shall be as calculated in accordance with Section 3 and Section 4 below, (b) Tenant shall continue to possess and occupy the Premises in their existing condition, “as is” as of the commencement of such Option Term, and Landlord shall have no obligation to repair, remodel, improve or alter the Premises, to perform any other construction or other work of improvement upon the Premises or the Project (other than as set forth in this Lease), and (c) Tenant shall have no further rights to extend the Term of this Lease after the expiration of the Option Term.

(2) Exercise. To exercise the Extension Option, Tenant must deliver an irrevocable, unconditional binding notice to Landlord (“Exercise Notice”) not sooner than fifteen (15) months, nor later than nine (9) months, prior to the Expiration Date, the time of such exercise being of the essence. If Tenant fails to timely give its notice of exercise with respect to the Extension Option, Tenant will be deemed to have waived the Extension Option.

(3) Market Rate Calculation. The Basic Rent payable by Tenant for the Premises during the Option Term shall be the Market Rate (as defined below) for the Premises, valued as of the commencement of the Option Term, determined in the manner hereinafter provided. As used in this Exhibit I, the term “Market Rate” shall mean the annual amount of Basic Rent at which tenants, as of the commencement of the Option Term, are leasing non-sublease, non-encumbered, non-equity space under then-prevailing ordinary rental market practices (e.g., not pursuant to extraordinary rental, promotional deals or other concessions to tenants that deviate from what is the then-prevailing ordinary practice), at arm’s length, that is comparable to the Premises within the Building or in Comparison Buildings, based upon binding lease transactions for tenants in the Comparison Buildings that, where possible, commence or are to commence within six (6) months prior to or within six (6) months after the commencement of the Option Term (the “Comparison Leases”). Rental rates payable under Comparison Leases shall be adjusted to account for variations between this Lease and the Comparison Leases with respect to: (a) the length of the Option Term compared to the renewal or extension term of the Comparison Leases; (b) rental structure, including, rental rates per rentable square foot (including type, gross or net, and if gross, adjusting for base year or expense stop), additional rental, annual rent adjustments, escalation provisions, all other payments and escalations; (c) the size of the Premises compared to the size of the premises of the Comparison Leases; (d) free rent, moving expenses and other cash payments, allowances or other monetary concessions affecting the rental rate; (e) the age and quality of construction of the buildings; and (f) leasehold improvements and/or allowances, taking into account the value of existing leasehold improvements to the existing tenant.

 

  

EXHIBIT I

1

  

Second & Spring

Avalara, Inc.


(4) Basic Rent Determination. The Basic Rent payable by Tenant for the Premises during the Option Term shall be determined as follows:

(a) If Tenant provides Landlord with its Exercise Notice, then, prior to the commencement of the Option Term, Landlord shall deliver to Tenant a good faith written proposal of the Market Rate. Within twenty-one (21) days after receipt of Landlord’s proposal, Tenant shall notify Landlord in writing (1) that Tenant accepts Landlord’s proposal or (2) that Tenant elects to submit the determination of Market Rate to arbitration in accordance with Section 4(b) below. If Tenant does not give Landlord a timely notice in response to Landlord’s proposal, Landlord’s proposal of Market Rate shall be binding upon Tenant.

(b) In the event Tenant elects to submit the determination of Market Rate to arbitration, Landlord and Tenant shall attempt to agree upon the Market Rate using reasonable good-faith efforts. If Landlord and Tenant fail to reach agreement within thirty (30) days following Tenant’s objection to Landlord’s Market Rate (the “Outside Agreement Date”), then each party shall make a separate determination of the Market Rate within five (5) business days after the Outside Agreement Date, and such determinations shall be submitted to arbitration in accordance with Sections (4)(b)(i) through (4)(b)(vii) below.

(i) Landlord and Tenant shall each appoint one arbitrator who shall by profession be a real estate broker, appraiser or attorney who shall have been active over the five (5) year period ending on the date of such appointment in the leasing (or appraisal, as the case may be) of the Comparison Buildings. The determination of the arbitrators shall be limited solely to the issue of whether Landlord’s or Tenant’s submitted Market Rate, is the closest to the actual Market Rate as determined by the arbitrators, taking into account the requirements of Section (3), above. Each such arbitrator shall be appointed within fifteen (15) days after the Outside Agreement Date. Landlord and Tenant may consult with their selected arbitrators prior to appointment and may select an arbitrator who is favorable to their respective positions. The arbitrators so selected by Landlord and Tenant shall be deemed the “Advocate Arbitrators”.

(ii) The two Advocate Arbitrators so appointed shall be specifically required pursuant to an engagement letter within ten (10) days of the date of the appointment of the last appointed Advocate Arbitrator agree upon and appoint a third arbitrator (“Neutral Arbitrator”) who shall be qualified under the same criteria set forth hereinabove for qualification of the two Advocate Arbitrators except that neither the Landlord or Tenant or either party’s Advocate Arbitrator may, directly or indirectly, consult with the Neutral Arbitrator prior to subsequent to his or her appearance. The Neutral Arbitrator shall be retained via an engagement letter jointly prepared by Landlord’s counsel and Tenant’s counsel.

(iii) The three arbitrators shall within thirty (30) days of the appointment of the Neutral Arbitrator reach a decision as to Market Rate and determine whether the Landlord’s or Tenant’s determination of Market Rate as submitted pursuant Section 4(b), above, is closest to Market Rate as determined by the arbitrators and simultaneously publish a ruling (“Award”) indicating whether Landlord’s or Tenant’s submitted Market Rate is closest to the Market Rate as determined by the arbitrators. Following notification of the Award, the Landlord’s or Tenant’s submitted Market Rate determination, whichever is selected by the arbitrators as being closest to Market rent shall become the then applicable Market Rate.

 

  

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(iv) The Award issued by the majority of the three arbitrators shall be binding upon Landlord and Tenant.

(v) If either Landlord or Tenant fail to appoint an Advocate Arbitrator within fifteen (15) days after the Outside Agreement Date, either party may petition the presiding judge of the Superior Court of King County to appoint such Advocate Arbitrator subject to the criteria in Section (4)(b)(4)(i), above, or if he or she refuses to act, either party may petition any judge having jurisdiction over the parties to appoint such Advocate Arbitrator.

(vi) If the two Advocate Arbitrators fail to agree upon and appoint the Neutral Arbitrator, then either party may petition the presiding judge of the Superior Court of King County to appoint the Neutral Arbitrator, subject to criteria in Section (4)(b)(4)(i) above, or if he or she refuses to act, either party may petition any judge having jurisdiction over the parties to appoint such arbitrator.

(vii) The cost of arbitration shall be paid by Landlord and Tenant equally.

(c) Until the matter is resolved by agreement between the parties or a decision is rendered in any arbitration commenced pursuant to this Exhibit I, Tenant’s monthly payments of Basic Rent shall be in an amount equal to Landlord’s determination of the Market Rate. Within ten (10) Business Days following the resolution of such dispute by the parties or the decision of the arbitrator, as applicable, Tenant shall pay to Landlord, or Landlord shall pay to Tenant, the amount of any deficiency or excess, as the case may be, in the Basic Rent theretofore paid.

(5) Rights Personal to Tenant. The Extension Option is personal to, may be exercised only by, the Original Tenant or by a Permitted Transferee to whom Original Tenant’s entire interest in this Lease or the Premises has been transferred in a Permitted Transfer under the terms of Section 10(h) of this Lease, shall not be assigned or otherwise transferred, voluntarily or involuntarily to, or exercised by, any person other than the Original Tenant or such Permitted Transferee, and shall only be exercisable if the Original Tenant or such Permitted Transferee occupies not less than seventy-five percent (75%) of the Premises at the time Landlord or such Permitted Transferee receives the Exercise Notice and at the commencement date of the Option Term. If the Original Tenant shall transfer this Lease (or any interest therein), or any portion of the Premises (other than a transfer of its entire interest in this Lease or the Premises to a Permitted Transferee pursuant to a Permitted Transfer), then simultaneously with such transfer Tenant’s Extension Option shall terminate and be of no further force or effect. No transferee of Tenant’s interest in this Lease (or any interest therein) or any portion of the Premises (other than a Permitted Transferee to whom Original Tenant’s entire interest in this Lease or the Premises has been transferred in a Permitted Transfer) shall have any right to extend the Term pursuant to this Exhibit I.

(6) Conditions of Exercise. Notwithstanding anything in this Exhibit I to the contrary, if an Event of Default has occurred (and has not been cured within the applicable notice and cure period) on or prior to the date Tenant’s Exercise Notice is received by Landlord or at any time thereafter until the commencement of the Option Term, Landlord shall have the right,

 

  

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in addition to all of its other rights and remedies under this Lease (but not the obligation), to unilaterally revoke Tenant’s exercise of the Extension Option, in which case this Lease shall expire on the Expiration Date, unless earlier terminated pursuant to the terms hereof, and Tenant shall have no further rights under this Lease to renew or extend the Term.

 

  

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EXHIBIT J

EARLY TERMINATION OPTION

(1) Generally. Subject to the terms and conditions set forth in this Exhibit J, and provided that Tenant has not exercised the Right of First Offer set forth in Exhibit K of this Lease at any time on or after April 30, 2018, Tenant shall have the one-time right (the “Early Termination Option”) to terminate this Lease with respect to the entire Premises in accordance with the provisions of this Exhibit J. The “Termination Date” shall mean April 30, 2020. Tenant shall have the right to cause the Early Termination Option to apply to only a portion of the Premises, in accordance with the terms set forth below. In the event that Tenant does exercise its rights under Exhibit K of this Lease to lease any First Offer Space at any time on or after April 30, 2018, then this Exhibit J shall automatically terminate and be of no further force or effect.

(2) Exercise of Termination Option. Tenant may exercise the Early Termination Option only by (i) delivering to Landlord an irrevocable notice of such exercise (the “Termination Notice”) no later than April 30, 2019, and (ii) paying to Landlord the Termination Payment (as that term is defined below). For purposes hereof, the “Termination Payment” shall be an amount equal to the sum of (A) the unamortized amount as of the Termination Date of the Tenant Improvement Allowance (including, without limitation, any Additional Improvement Allowance), (B) the unamortized amount as of the Termination Date of the Abated Rent provided to Tenant as set forth in Exhibit H attached hereto, (C) the unamortized amount as of the Termination Date of the leasing commissions paid by Landlord in connection with this Lease, (D) interest on the amounts in items (A), (B) and (C) above, computed based on an eight percent (8%) annual interest rate, and (E) an amount equal to two (2) months of the Basic Rent that would have otherwise been applicable to the Premises immediately following the Termination Date.

In addition, in the event that Tenant has exercised the Right of First Offer prior to April 30, 2018, then with respect to the First Offer Space leased pursuant to any such exercise, the Termination Payment shall also include an amount equal to the sum of (I) the unamortized amount as of the Termination Date of any improvement allowance provided by Landlord to Tenant in connection with the First Offer Space, (II) the unamortized amount as of the Termination Date of any abated rent (if any) provided to Tenant in connection with the First Offer Space, (III) the unamortized amount as of the Termination Date of the leasing commissions paid by Landlord in connection with the First Offer Space, (IV) interest on the amounts in items (I), (II) and (III) above, computed based on an eight percent (8%) annual interest rate, and (V) an amount equal to two (2) months of the Basic Rent that would have otherwise been applicable to the First Offer Space immediately following the Termination Date.

The Termination Payment shall be payable to Landlord no later than twenty (20) days following Landlord’s receipt of the Termination Notice. The amounts in (A), (B) and (C), above, with respect to the Initial Premises, shall be amortized on a straight-line basis over the period commencing on the first day of the seventh (7th) full calendar month of the initial Term and ending on the last day of the initial Term, and the amounts in (A), (B) and (C), above, with respect to the Must-Take Premises, shall be amortized on a straight-line basis over the period

 

  

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commencing on the first day of the sixth (6th) full calendar month following the Must-Take Commencement Date and ending on the last day of the initial Term. The amounts in (I), (II) and (III), above, with respect to any First Offer Space, shall be amortized on a straight-line basis over the period commencing on the first day of the Term of the First Offer Space and ending on the last day of the initial Term.

The Termination Payment shall be payable to Landlord no later than twenty (20) days following Landlord’s receipt of the Termination Notice. The amounts in (A), (B) and (C), above, with respect to the Initial Premises, shall be amortized on a straight-line basis over the period commencing on the first day of the seventh (7th) full calendar month of the initial Term and ending on the last day of the initial Term, and the amounts in (A), (B) and (C), above, with respect to the Must-Take Premises, shall be amortized on a straight-line basis over the period commencing on the first day of the sixth (6th) full calendar month following the Must-Take Commencement Date and ending on the last day of the initial Term.

(3) Effectiveness of Termination. If Tenant timely exercises the Termination Option and timely pays the Termination Payment, then effective as of the Termination Date, the Lease with respect to the entire Premises shall end and expire, and Tenant’s estate in and possession of the entire Premises shall terminate and be wholly extinguished with the same force and effect as if such date were initially set forth in the Lease as the Expiration Date. On the Termination Date, Tenant shall surrender and deliver vacant possession of the entire Premises to Landlord in the condition required by the Lease as if such date were the Expiration Date. If Tenant fails to surrender, vacate and deliver to Landlord possession of the entire Premises in such condition on the Termination Date, then Tenant shall be deemed to be a holdover in the entire Premises and Landlord shall have the right to exercise any of its rights and remedies at law and in equity (including, without limitation, its rights and remedies under Section 22 of this Lease). In the event that Tenant exercises such Termination Option, then effective as of the date of Tenant’s Termination Notice, Tenant’s rights under Exhibit K (Right of First Offer) shall automatically terminate, and Exhibit K of this Lease shall automatically terminate and be of no further force or effect.

(4) Rights Personal to Tenant. The Early Termination Option is personal to, may be exercised only by, the Original Tenant or by a Permitted Transferee to whom Original Tenant’s entire interest in this Lease or the Premises has been transferred in a Permitted Transfer under the terms of Section 10(h) of this Lease, shall not be assigned or otherwise transferred, voluntarily or involuntarily to, or exercised by, any person other than the Original Tenant or such Permitted Transferee. If the Original Tenant shall transfer this Lease (or any interest therein), or any portion of the Premises (other than a transfer of its entire interest in this Lease or the Premises to a Permitted Transferee pursuant to a Permitted Transfer), then simultaneously with such transfer Tenant’s Extension Option shall terminate and be of no further force or effect. No transferee of Tenant’s interest in this Lease (or any interest therein) or any portion of the Premises (other than a Permitted Transferee to whom Original Tenant’s entire interest in this Lease or the Premises has been transferred in a Permitted Transfer) shall have any right to terminate the Term pursuant to this Exhibit J.

 

  

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EXHIBIT K

RIGHT OF FIRST OFFER

(1) Right of First Offer. So long as there is at least two (2) years remaining on the Term, as may be extended by Tenant (the “First Offer Period”), Tenant shall have an on-going right of first offer (“Right of First Offer”) to lease any space located on the first (1st) floor of the Building shown on the demising plans in Schedule 1 attached hereto (each such space a “First Offer Space”), in accordance with, and subject to, the terms and conditions set forth in this Exhibit K in the event that the First Offer Space becomes “available for lease to third parties” (as defined below) and Landlord receives a request for proposal, a letter of intent, or a similar offer for the leasing of such space from a qualified third party (a “Third Party Offer”). For purposes hereof, a First Offer Space shall become “available for lease to third parties” if (a) Landlord is free to lease the space to the general public unencumbered by any renewal rights, extension rights, expansion rights, rights of first offer, rights of first refusal or other similar rights in favor of other tenants in the Project, whether or not the renewal or extension of the existing tenant’s lease is pursuant to an express written provision in such tenant’s lease, and without regard to whether such renewal or extension is characterized by the parties thereto as a “renewal”, “extension” or “new lease”; and (b) Landlord intends to market the space to the general public (i.e., the space will not be occupied by Landlord, any of its Affiliates or successors, or by an existing tenant of the space (all of the foregoing described in clauses (a) and

(b) being herein collectively referred to as “Superior Rights”).

(2) First Offer Notice. Landlord shall give Tenant notice (a “First Offer Notice”) at such time as (i) First Offer Space will or has become available to third parties (as such availability is determined by Landlord), and/or (ii) Landlord receives a Third Party Offer for such First Offer Space. Pursuant to such First Offer Notice, Landlord shall offer to lease to Tenant the applicable First Offer Space. A First Offer Notice may be conditioned on the failure of a holder of Superior Rights to lease all or any portion of the First Offer Space identified in such First Offer Notice. The First Offer Notice shall set forth the material economic terms upon which Landlord would be prepared to lease such First Offer Space to Tenant for the remainder of the Term (the “Economic Terms”), including, without limitation (a) the anticipated date upon which possession of such First Offer Space will be available (the “Anticipated Delivery Date”), (b) the tenant improvements, if any, Landlord proposes to install, and/or tenant improvements allowance Landlord proposes to pay, if any, for such First Offer Space, if any, (c) a good faith proposal of the First Offer Rent (as defined below) for such First Offer Space, and (d) any other material economic conditions or provisions relating to the leasing of such First Offer Space that vary from the provisions of this Lease. The term of the lease for the First Offer Space shall terminate concurrently with the Term of this Lease.

(3) First Offer Rent. The Basic Rent payable by Tenant for the First Offer Space (the “First Offer Rent”) during the First Offer Term (as defined below) shall be the Market Rate (as defined below) for the First Offer Space, valued as of the commencement of the First Offer Term, determined in the manner hereinafter provided. As used in this Exhibit K, the term “Market Rate” shall mean the annual amount of Basic Rent at which tenants, as of the commencement of the First Offer Term, are leasing non-sublease, non-encumbered, non-equity space under then-prevailing ordinary rental market practices (e.g., not pursuant to extraordinary

 

  

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rental, promotional deals or other concessions to tenants that deviate from what is the then-prevailing ordinary practice), at arm’s length, that is comparable to the First Offer Space within the Building or in Comparison Buildings, based upon binding lease transactions for tenants in the Comparison Buildings that, where possible, commence or are to commence within six (6) months prior to or within six (6) months after the commencement of the First Offer Term (as used in this Exhibit K, the “Comparison Leases”). Rental rates payable under Comparison Leases shall be adjusted to account for variations between this Lease and the Comparison Leases with respect to: (a) the length of the First Offer Term compared to the renewal or extension term of the Comparison Leases; (b) rental structure, including, rental rates per rentable square foot (including type, gross or net, and if gross, adjusting for base year or expense stop), additional rental, annual rent adjustments, escalation provisions, all other payments and escalations; (c) the size of the First Offer Space compared to the size of the premises of the Comparison Leases; (d) free rent, moving expenses and other cash payments, allowances or other monetary concessions affecting the rental rate; (e) the age and quality of construction of the buildings; and (f) leasehold improvements and/or allowances, taking into account the value of existing leasehold improvements to the existing tenant.

(4) Procedure for Acceptance. On or before the date that is five (5) Business Days after Tenant’s receipt of a First Offer Notice (the Election Date”), Tenant may, at its option, deliver an irrevocable, unqualified, unconditional notice to Landlord electing to lease the First Offer Space identified in such First Offer Notice upon the terms set forth in the First Offer Notice (“Tenant’s Election Notice”), which Tenant’s Election Notice shall affirmatively state that Tenant is either (A) accepting Landlord’s Market Rate determination (as set forth in the First Offer Notice) as the First Offer Rent, or (B) rejecting Landlord’s Market Rate determination (as set forth in the First Offer Notice) as the First Offer Rent, and if Tenant rejects Landlord’s Market Rate determination (as set forth in the First Offer Notice), then the parties shall follow the procedure set forth in Section 9 below, and the Market Rate shall be determined in accordance with the terms of Section 9 below. Tenant may exercise its Right of First Offer only with respect to all of the First Offer Space identified in such First Offer Notice and only upon the terms set forth in the First Offer Notice. If Tenant does not deliver Tenant’s Election Notice to Landlord on or before the Election Date, then Tenant shall have no further rights hereunder to lease the First Offer Space identified in a First Offer Notice. Time is of the essence of this provision and Tenant acknowledges and agrees that Landlord will have no obligation to lease to Tenant any First Offer Space identified in a First Offer Notice if Tenant does not deliver Tenant’s Election Notice to Landlord on or before the Election Date. Any qualified or conditional acceptance by Tenant of a First Offer Notice shall be deemed to be a counter-offer to, and a rejection of, such First Offer Notice. If Tenant’s Election Notice is not a written, unqualified, unconditional, irrevocable acceptance of the First Offer Notice, or is not delivered on or before 5:00 p.m. on the Election Date, then Tenant shall be deemed to have rejected the First Offer Notice. If Tenant rejects or is deemed to have rejected a First Offer Notice for any reason, the Right of First Offer shall automatically terminate and be of no further force or effect with respect to the First Offer Space identified therein and Landlord shall thereafter have the right to lease all or any portion of such First Offer Space to any person on any terms and conditions Landlord desires (including terms and conditions more favorable than the terms and conditions set forth in such First Offer Notice); provided, however, in the event that Landlord fails to enter into a lease with a third-party for all or any portion of such First Offer Space within six (6) months following the date on which Tenant rejects (or is deemed to have rejected) a First

 

  

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Offer Notice, then Tenant’s Right of First Offer with respect to such First Offer Space shall automatically renew and Landlord shall again be obligated to provide Tenant with a First Offer Notice for such First Offer Space in the event that such First Offer Space becomes available for lease to third parties and Landlord has received a Third Party Offer for such First Offer Space.

(5) Amendment to Lease. If Tenant delivers a Tenant’s Election Notice prior to the Election Date, Landlord shall prepare and Tenant shall promptly execute an amendment to this Lease to add the First Offer Space upon the terms set forth in the First Offer Notice, and to modify the applicable provisions of this Lease to reflect the changes in the Rent, area of the Premises, Tenant’s Proportionate Share and other appropriate terms.

(6) Additional Conditions of Exercise. Notwithstanding any provision of this Exhibit K to the contrary, if an Event of Default has occurred either at the time a First Offer Notice would otherwise be required to be sent under this Exhibit K, or any other time following Tenant’s exercise of its right to lease First Offer Space and prior to the date upon which possession of such First Offer Space is to be delivered to Tenant, Landlord shall have, in addition to all of Landlord’s other rights and remedies provided in this Lease, the right to terminate Tenant’s rights under this Exhibit K, and in such event Landlord shall not be required to deliver the First Offer Notice or to deliver possession of such First Offer Space to Tenant. If not earlier terminated, the rights of Tenant pursuant to this Exhibit K shall automatically terminate on the Expiration Date. Nothing contained in this Exhibit K shall be deemed to impose any obligation on Landlord to refrain from negotiating with the existing tenant of the First Offer Space, to withhold the First Offer Space from the market, or to take any other action or omit to take any other action in order to make the First Offer Space available to Tenant.

(7) Additional Security. In the event that Tenant elects to exercise its Right of First Offer, Landlord shall have the right to review Tenant’s audited financial statements (as provided in Section 26(q) of this Lease), and thereafter, Landlord shall have the right to require that Tenant provide Landlord with additional financial security, such as a letter of credit or guaranty, for Tenant’s rent obligations with respect to the First Offer Space. Such determination to be made by reviewing the extent of financial security then generally being imposed in comparable transactions in the Comparison Building upon tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant, with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants. In the event that Landlord requires such additional financial security, then Tenant shall deliver such additional financial security to Landlord on or before the date on which Landlord delivers the First Offer Space to Tenant.

(8) Rights Personal to Tenant. The Right of First Offer is personal to, may be exercised only by, the Original Tenant or by a Permitted Transferee to whom Original Tenant’s entire interest in this Lease or the Premises has been transferred in a Permitted Transfer under the terms of Section 10(h) of this Lease, shall not be assigned or otherwise transferred, voluntarily or involuntarily to, or exercised by, any person other than the Original Tenant or such Permitted Transferee, and shall only be exercisable if the Original Tenant or such Permitted Transferee occupies not less than seventy-five percent (75%) of the Premises at the time of such exercise and at the time the First Offer Space identified therein is to be added to the Premises as provided in this Exhibit K. If the Original Tenant shall transfer this Lease (or any interest therein), or any

 

  

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portion of the Premises (other than a transfer of its entire interest in this Lease or the Premises to a Permitted Transferee pursuant to a Permitted Transfer), then simultaneously with such transfer Tenant’s Right of First Offer shall terminate and be of no further force or effect. No transferee of Tenant’s interest in this Lease (or any interest therein) or any portion of the Premises (other than a Permitted Transferee to whom Original Tenant’s entire interest in this Lease or the Premises has been transferred in a Permitted Transfer) shall have any right to lease First Offer Space pursuant to this Exhibit K.

(9) Determination of First Offer Rent. In the event that Tenant exercises the Right of First Offer, but the Tenant’s Election Notice contains Tenant’s rejection of Landlord’s Market Rate determination (as set forth in the First Offer Notice), then the Market Rate for purposes of this Exhibit K shall be determined as follows:

(a) Landlord and Tenant shall attempt to agree upon the Market Rate using reasonable good-faith efforts. If Landlord and Tenant fail to reach agreement within thirty (30) days following Tenant’s objection to Landlord’s Market Rate determination (the “Outside Agreement Date”), then each party shall make a separate determination of the Market Rate for the First Offer Space within five (5) business days after the Outside Agreement Date, and such determinations shall be submitted to arbitration in accordance with Sections 9(b) through 9(h) below.

(b) Landlord and Tenant shall each appoint one arbitrator who shall by profession be a real estate broker, appraiser or attorney who shall have been active over the five (5) year period ending on the date of such appointment in the leasing (or appraisal, as the case may be) of the Comparison Buildings. The determination of the arbitrators shall be limited solely to the issue of whether Landlord’s or Tenant’s submitted Market Rate, is the closest to the actual Market Rate for the First Offer Space as determined by the arbitrators, taking into account the requirements of Section (3), above. Each such arbitrator shall be appointed within fifteen (15) days after the Outside Agreement Date. Landlord and Tenant may consult with their selected arbitrators prior to appointment and may select an arbitrator who is favorable to their respective positions. The arbitrators so selected by Landlord and Tenant shall be deemed the Advocate Arbitrators”.

(c) The two Advocate Arbitrators so appointed shall be specifically required pursuant to an engagement letter within ten (10) days of the date of the appointment of the last appointed Advocate Arbitrator agree upon and appoint a third arbitrator (“Neutral Arbitrator”) who shall be qualified under the same criteria set forth hereinabove for qualification of the two Advocate Arbitrators except that neither the Landlord or Tenant or either party’s Advocate Arbitrator may, directly or indirectly, consult with the Neutral Arbitrator prior to subsequent to his or her appearance. The Neutral Arbitrator shall be retained via an engagement letter jointly prepared by Landlord’s counsel and Tenant’s counsel.

(d) The three arbitrators shall within thirty (30) days of the appointment of the Neutral Arbitrator reach a decision as to Market Rate and determine whether the Landlord’s or Tenant’s determination of Market Rate as submitted pursuant Section 9(a), above, is closest to Market Rate as determined by the arbitrators and simultaneously publish a ruling (“Award”) indicating whether Landlord’s or Tenant’s submitted Market Rate is closest to the Market Rate as

 

  

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determined by the arbitrators. Following notification of the Award, the Landlord’s or Tenant’s submitted Market Rate determination, whichever is selected by the arbitrators as being closest to Market rent shall become the then applicable Market Rate.

(e) The Award issued by the majority of the three arbitrators shall be binding upon Landlord and Tenant.

(f) If either Landlord or Tenant fail to appoint an Advocate Arbitrator within fifteen (15) days after the Outside Agreement Date, either party may petition the presiding judge of the Superior Court of King County to appoint such Advocate Arbitrator subject to the criteria in Section (9)(b), above, or if he or she refuses to act, either party may petition any judge having jurisdiction over the parties to appoint such Advocate Arbitrator.

(g) If the two Advocate Arbitrators fail to agree upon and appoint the Neutral Arbitrator, then either party may petition the presiding judge of the Superior Court of King County to appoint the Neutral Arbitrator, subject to criteria in Section (9)(b) above, or if he or she refuses to act, either party may petition any judge having jurisdiction over the parties to appoint such arbitrator.

(vii) The cost of arbitration shall be paid by Landlord and Tenant equally.

 

  

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SCHEDULE 1

TO

EXHIBIT K

FIRST OFFER SPACE DEMISING PLANS

 

LOGO

 

  

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EXHIBIT L

FORM OF LETTER OF CREDIT

(Letterhead of a money center bank

acceptable to the Landlord)

 

FAX NO. [(          )      -          ]    [Insert Bank Name And Address]
SWIFT: [Insert No., if any]   
   DATE OF ISSUE:                                                          
BENEFICIARY:    APPLICANT:
[Insert Beneficiary Name And Address]    [Insert Applicant Name And Address]
   LETTER OF CREDIT NO.                     
EXPIRATION DATE:    AMOUNT AVAILABLE:
                     AT OUR COUNTERS    USD[Insert Dollar Amount]
   (U.S. DOLLARS [Insert Dollar Amount])

LADIES AND GENTLEMEN:

WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO.                                      IN YOUR FAVOR FOR THE ACCOUNT OF [Insert Tenant’s Name], A [Insert Entity Type], UP TO THE AGGREGATE AMOUNT OF USD [Insert Dollar Amount] ([Insert Dollar Amount] U.S. DOLLARS) EFFECTIVE IMMEDIATELY AND EXPIRING ON (Expiration Date) AVAILABLE BY PAYMENT UPON PRESENTATION OF YOUR DRAFT AT SIGHT DRAWN ON [Insert Bank Name] WHEN ACCOMPANIED BY THE FOLLOWING DOCUMENT(S):

1. THE ORIGINAL OF THIS IRREVOCABLE STANDBY LETTER OF CREDIT AND AMENDMENT(S), IF ANY.

2. BENEFICIARY’S SIGNED STATEMENT PURPORTEDLY SIGNED BY AN AUTHORIZED REPRESENTATIVE OF [Insert Landlord’s Name], A [Insert Entity Type] (“LANDLORD”) STATING THE FOLLOWING:

“THE UNDERSIGNED HEREBY CERTIFIES THAT THE LANDLORD, EITHER (A) UNDER THE LEASE (DEFINED BELOW), OR (B) AS A RESULT OF THE TERMINATION OF SUCH LEASE, HAS THE RIGHT TO DRAW DOWN THE AMOUNT OF USD                 IN ACCORDANCE WITH THE TERMS OF THAT CERTAIN OFFICE LEASE DATED [Insert Lease Date], AS AMENDED (COLLECTIVELY, THE “LEASE”), OR SUCH AMOUNT CONSTITUTES DAMAGES OWING BY THE TENANT TO BENEFICIARY RESULTING FROM THE BREACH OF SUCH LEASE BY THE TENANT THEREUNDER, OR THE TERMINATION OF SUCH LEASE, AND SUCH AMOUNT REMAINS UNPAID AT THE TIME OF THIS DRAWING.”

 

  

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OR

“THE UNDERSIGNED HEREBY CERTIFIES THAT WE HAVE RECEIVED A WRITTEN NOTICE OF [Insert Bank Name]’S ELECTION NOT TO EXTEND ITS STANDBY LETTER OF CREDIT NO.                  AND HAVE NOT RECEIVED A REPLACEMENT LETTER OF CREDIT WITHIN AT LEAST SIXTY (60) DAYS PRIOR TO THE PRESENT EXPIRATION DATE.”

OR

“THE UNDERSIGNED HEREBY CERTIFIES THAT BENEFICIARY IS ENTITLED TO DRAW DOWN THE FULL AMOUNT OF LETTER OF CREDIT NO.                  AS THE RESULT OF THE FILING OF A VOLUNTARY PETITION UNDER THE U.S. BANKRUPTCY CODE OR A STATE BANKRUPTCY CODE BY THE TENANT UNDER THAT CERTAIN OFFICE LEASE DATED [Insert Lease Date], AS AMENDED (COLLECTIVELY, THE “LEASE”), WHICH FILING HAS NOT BEEN DISMISSED AT THE TIME OF THIS DRAWING.”

OR

“THE UNDERSIGNED HEREBY CERTIFIES THAT BENEFICIARY IS ENTITLED TO DRAW DOWN THE FULL AMOUNT OF LETTER OF CREDIT NO.                  AS THE RESULT OF AN INVOLUNTARY PETITION HAVING BEEN FILED UNDER THE U.S. BANKRUPTCY CODE OR A STATE BANKRUPTCY CODE AGAINST THE TENANT UNDER THAT CERTAIN OFFICE LEASE DATED [Insert Lease Date], AS AMENDED (COLLECTIVELY, THE “LEASE”), WHICH FILING HAS NOT BEEN DISMISSED AT THE TIME OF THIS DRAWING.”

OR

“THE UNDERSIGNED HEREBY CERTIFIES THAT BENEFICIARY IS ENTITLED TO DRAW DOWN THE FULL AMOUNT OF LETTER OF CREDIT NO.                  AS THE RESULT OF THE REJECTION, OR DEEMED REJECTION, OF THAT CERTAIN OFFICE LEASE DATED [Insert Lease Date], AS AMENDED, UNDER SECTION 365 OF THE U.S. BANKRUPTCY CODE.”

 

  

EXHIBIT L

2

  

Second & Spring

Avalara, Inc.


SPECIAL CONDITIONS:

PARTIAL DRAWINGS AND MULTIPLE PRESENTATIONS MAY BE MADE UNDER THIS STANDBY LETTER OF CREDIT, PROVIDED, HOWEVER, THAT EACH SUCH DEMAND THAT IS PAID BY US SHALL REDUCE THE AMOUNT AVAILABLE UNDER THIS STANDBY LETTER OF CREDIT.

ALL INFORMATION REQUIRED WHETHER INDICATED BY BLANKS, BRACKETS OR OTHERWISE, MUST BE COMPLETED AT THE TIME OF DRAWING. [Please Provide The Required Forms For Review, And Attach As Schedules To The Letter Of Credit.]

ALL SIGNATURES MUST BE MANUALLY EXECUTED IN ORIGINALS.

ALL BANKING CHARGES ARE FOR THE APPLICANT’S ACCOUNT.

IT IS A CONDITION OF THIS STANDBY LETTER OF CREDIT THAT IT SHALL BE DEEMED AUTOMATICALLY EXTENDED WITHOUT AMENDMENT FOR A PERIOD OF ONE YEAR FROM THE PRESENT OR ANY FUTURE EXPIRATION DATE, UNLESS AT LEAST SIXTY (60) DAYS PRIOR TO THE EXPIRATION DATE WE SEND YOU NOTICE BY NATIONALLY RECOGNIZED OVERNIGHT COURIER SERVICE THAT WE ELECT NOT TO EXTEND THIS LETTER OF CREDIT FOR ANY SUCH ADDITIONAL PERIOD. SAID NOTICE WILL BE SENT TO THE ADDRESS INDICATED ABOVE, UNLESS A CHANGE OF ADDRESS IS OTHERWISE NOTIFIED BY YOU TO US IN WRITING BY RECEIPTED MAIL OR COURIER. ANY NOTICE TO US WILL BE DEEMED EFFECTIVE ONLY UPON ACTUAL RECEIPT BY US AT OUR DESIGNATED OFFICE. IN NO EVENT, AND WITHOUT FURTHER NOTICE FROM OURSELVES, SHALL THE EXPIRATION DATE BE EXTENDED BEYOND A FINAL EXPIRATION DATE OF              , 20         [i.e., the date that is ninety (90) days from the Final LC Expiration Date under the Lease].

THIS LETTER OF CREDIT MAY BE TRANSFERRED SUCCESSIVELY IN WHOLE OR IN PART ONLY UP TO THE THEN AVAILABLE AMOUNT IN FAVOR OF A NOMINATED TRANSFEREE (“TRANSFEREE”), ASSUMING SUCH TRANSFER TO SUCH TRANSFEREE IS IN COMPLIANCE WITH ALL APPLICABLE U.S. LAWS AND REGULATIONS. AT THE TIME OF TRANSFER, THE ORIGINAL LETTER OF CREDIT AND ORIGINAL AMENDMENT(S) IF ANY, MUST BE SURRENDERED TO US TOGETHER WITH OUR TRANSFER FORM (AVAILABLE UPON REQUEST) AND PAYMENT OF OUR CUSTOMARY TRANSFER FEES, 1/4 of 1% MIN. $250.00 WHICH FEES SHALL BE PAYABLE BY APPLICANT. IN CASE OF ANY TRANSFER UNDER THIS LETTER OF CREDIT, THE DRAFT AND ANY REQUIRED STATEMENT MUST BE EXECUTED BY THE TRANSFEREE AND WHERE THE BENEFICIARY’S NAME APPEARS WITHIN THIS STANDBY LETTER OF CREDIT, THE TRANSFEREE’S NAME IS AUTOMATICALLY SUBSTITUTED THEREFOR.

ALL DRAFTS REQUIRED UNDER THIS STANDBY LETTER OF CREDIT MUST BE MARKED: “DRAWN UNDER [Insert Bank Name] STANDBY LETTER OF CREDIT NO.                     .”

WE HEREBY AGREE WITH YOU THAT IF DRAFTS ARE PRESENTED TO [Insert Bank Name] UNDER THIS LETTER OF CREDIT AT OR PRIOR TO [Insert Time – (e.g., 11:00 AM)], ON A BUSINESS DAY, AND PROVIDED THAT SUCH DRAFTS PRESENTED

 

  

EXHIBIT L

3

  

Second & Spring

Avalara, Inc.


CONFORM TO THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT, PAYMENT SHALL BE INITIATED BY US IN IMMEDIATELY AVAILABLE FUNDS BY OUR CLOSE OF BUSINESS ON THE SECOND SUCCEEDING BUSINESS DAY. IF DRAFTS ARE PRESENTED TO [Insert Bank Name] UNDER THIS LETTER OF CREDIT AFTER [Insert Time – (e.g., 11:00 AM)], ON A BUSINESS DAY, AND PROVIDED THAT SUCH DRAFTS CONFORM WITH THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT, PAYMENT SHALL BE INITIATED BY US IN IMMEDIATELY AVAILABLE FUNDS BY OUR CLOSE OF BUSINESS ON THE THIRD SUCCEEDING BUSINESS DAY. AS USED IN THIS LETTER OF CREDIT, “BUSINESS DAY” SHALL MEAN ANY DAY OTHER THAN A SATURDAY, SUNDAY OR A DAY ON WHICH BANKING INSTITUTIONS IN THE STATE OF WASHINGTON ARE AUTHORIZED OR REQUIRED BY LAW TO CLOSE. IF THE EXPIRATION DATE FOR THIS LETTER OF CREDIT SHALL EVER FALL ON A DAY WHICH IS NOT A BUSINESS DAY THEN SUCH EXPIRATION DATE SHALL AUTOMATICALLY BE EXTENDED TO THE DATE WHICH IS THE NEXT BUSINESS DAY.

PRESENTATION OF A DRAWING UNDER THIS LETTER OF CREDIT MAY BE MADE ON OR PRIOR TO THE THEN CURRENT EXPIRATION DATE HEREOF BY HAND DELIVERY, COURIER SERVICE, OVERNIGHT MAIL, OR FACSIMILE. PRESENTATION BY FACSIMILE TRANSMISSION SHALL BE BY TRANSMISSION OF THE ABOVE REQUIRED SIGHT DRAFT DRAWN ON US TOGETHER WITH THIS LETTER OF CREDIT TO OUR FACSIMILE NUMBER, [Insert Fax Number - (      )          -          ], ATTENTION: [Insert Appropriate Recipient], WITH TELEPHONIC CONFIRMATION OF OUR RECEIPT OF SUCH FACSIMILE TRANSMISSION AT OUR TELEPHONE NUMBER [Insert Telephone Number – (     )            -            ] OR TO SUCH OTHER FACSIMILE OR TELEPHONE NUMBERS, AS TO WHICH YOU HAVE RECEIVED WRITTEN NOTICE FROM US AS BEING THE APPLICABLE SUCH NUMBER. WE AGREE TO NOTIFY YOU IN WRITING, BY NATIONALLY RECOGNIZED OVERNIGHT COURIER SERVICE, OF ANY CHANGE IN SUCH DIRECTION. ANY FACSIMILE PRESENTATION PURSUANT TO THIS PARAGRAPH SHALL ALSO STATE THEREON THAT THE ORIGINAL OF SUCH SIGHT DRAFT AND LETTER OF CREDIT ARE BEING REMITTED, FOR DELIVERY ON THE NEXT BUSINESS DAY, TO [Insert Bank Name] AT THE APPLICABLE ADDRESS FOR PRESENTMENT PURSUANT TO THE PARAGRAPH FOLLOWING THIS ONE.

WE HEREBY ENGAGE WITH YOU THAT ALL DOCUMENT(S) DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS STANDBY LETTER OF CREDIT WILL BE DULY HONORED IF DRAWN AND PRESENTED FOR PAYMENT AT OUR OFFICE LOCATED AT [Insert Bank Name], [Insert Bank Address], ATTN: [Insert Appropriate Recipient], ON OR BEFORE THE EXPIRATION DATE OF THIS CREDIT, (Expiration Date).

IN THE EVENT THAT THE ORIGINAL OF THIS STANDBY LETTER OF CREDIT IS LOST, STOLEN, MUTILATED, OR OTHERWISE DESTROYED, WE HEREBY AGREE TO ISSUE A CERTIFIED TRUE COPY OF THE ORIGINAL HEREOF UPON RECEIPT OF A WRITTEN REQUEST FROM YOU AND A CERTIFICATION BY YOU (PURPORTEDLY SIGNED BY YOUR AUTHORIZED REPRESENTATIVE) OF THE LOSS, THEFT, MUTILATION, OR OTHER DESTRUCTION OF THE ORIGINAL HEREOF IN THE FORM OF EXHIBIT “C” ATTACHED.

 

  

EXHIBIT L

4

  

Second & Spring

Avalara, Inc.


IF ANY INSTRUCTIONS ACCOMPANYING A DRAWING UNDER THIS LETTER OF CREDIT REQUEST THAT PAYMENT IS TO BE MADE BY TRANSFER TO YOUR ACCOUNT WITH ANOTHER BANK, WE WILL ONLY EFFECT SUCH PAYMENT BY RED WIRE TO A U.S. REGULATED BANK, AND WE AND/OR SUCH OTHER BANK MAY ONLY RELY ON AN ACCOUNT NUMBER SPECIFIED IN SUCH INSTRUCTIONS EVEN IF THE NUMBER IDENTIFIES A PERSON OR ENTITY DIFFERENT FROM THE INTENDED PAYEE.

EXCEPT SO FAR AS OTHERWISE EXPRESSLY STATED HEREIN, THIS STANDBY LETTER OF CREDIT IS SUBJECT TO THE “INTERNATIONAL STANDBY PRACTICES” (ISP 98) INTERNATIONAL CHAMBER OF COMMERCE (PUBLICATION NO. 590).

 

Very truly yours,
(Name of Issuing Bank)
By:  

 

 

  

EXHIBIT L

5

  

Second & Spring

Avalara, Inc.


Exhibit C

            , 20        

Silicon Valley Bank

3003 Tasman Drive

Santa Clara, CA 95054

Attn: Standby Letters of Credit Department

 

Re: Irrevocable Standby Letter of Credit No. SVBSF

Ladies and Gentlemen:

The undersigned (“Beneficiary”) is the beneficiary under Irrevocable Standby Letter of Credit No. SVBSF              issued by Silicon Valley Bank (“Bank”) upon the request of                          (together with all amendments issued to such letter of credit, the “Standby L/C”). Beneficiary cannot locate the executed original of the Standby L/C (the “Original Standby L/C”) and has requested that Bank issue a certified true copy of the Standby L/C (“Certified True Copy”) to replace the Original Standby L/C. Beneficiary understands that Bank is willing to grant Beneficiary’s request to issue the Certified True Copy so long as Beneficiary agrees to execute this letter agreement for Bank’s benefit.

In consideration of Bank’s willingness to issue the Certified True Copy, Beneficiary agrees as follows:

 

1. If Beneficiary locates the Original Standby L/C, it will not draw any draft(s) or make any demand(s) upon Bank thereunder, but will promptly deliver to Bank the Original Standby L/C, marked “CANCELED”, and signed and dated by its duly authorized representative, for disposition by Bank.

 

2. Beneficiary represents and warrants that it has not encumbered, assigned, or otherwise transferred its interest in the Standby L/C or delivered the Original Standby L/C to any other person or entity.

 

3. Beneficiary will indemnify and save Bank harmless from and against any and all claims, judgments, demands, losses, damages, actions, liabilities, costs and expenses, including, without limitation, attorneys’ fees, which Bank at any time may suffer, sustain or incur in connection with the missing Original Standby L/C (collectively, “Claims”), including, without limitation, any presentation for payment of any draft(s) or demand(s) drawn under the Original Standby L/C by a holder in due course or a bonafide purchaser for value of the Original Standby L/C, or any other draw requests, presentments or any other claims made on the Original Standby L/C regardless of the party making such draw requests, presentments or any other claims made (including Beneficiary and/or any of its agents, successors and assigns). This indemnity shall include, without limitation, the face amount of the Original Standby L/C if Bank is required by law to pay same to a holder in due course or a bonafide purchaser for value of the Original Standby L/C and/or any presentation thereunder or proceeds thereof. Beneficiary will pay, within thirty (30) days of receipt of written request from Bank, all sums requested by Bank as indemnity for Bank’s Claims.

 

  

EXHIBIT L

6

  

Second & Spring

Avalara, Inc.


4. Upon the effectiveness of this letter agreement, Beneficiary irrevocably releases Bank from any obligation to it under the Original Standby L/C.

Beneficiary has executed this letter agreement by its duly authorized representative on the date hereof and this letter agreement shall be deemed to be effective as of such date.

Yours truly,

 

 

(Beneficiary)

Authorized Signature:                                                       

Name & Title:                                                                      

 

SIGNATURE AUTHENTICATED
The signature of Beneficiary conforms to that on file with us and is authorized for the execution of such instrument.

 

(Name of bank)

 

By:  

 

(Authorized Signature) **

 

(Title)

 

(Telephone Number)

 

(Address of bank)

 

** VERIFICATION OF BENEFICIARY’S SIGNATURE(S) BY A NOTARY PUBLIC IS UNACCEPTABLE

 

  

EXHIBIT L

7

  

Second & Spring

Avalara, Inc.


RIGHT OF FIRST OFFER TO LEASE

THIS RIGHT OF FIRST OFFER TO LEASE (this “Agreement”) is made and entered into as of August 14, 2014 (the “Effective Date”), by and between W2007 SEATTLE OFFICE 1111 THIRD AVENUE REALTY, LLC, a Delaware limited liability company (“Owner”), and AVALARA, INC., a Washington corporation (“Avalara”).

A. Owner is the owner of that certain office building commonly known as 1111 Third Avenue (the 1111 3rd Building”) and located at 1111 3rd Avenue, Seattle, Washington 98101. The 1111 3rd Building and the land upon which such office building is located are referred to herein as the “Property”. The Property is legally described on Exhibit A attached hereto and incorporated herein by this reference.

B. An affiliate of owner, W2007 Seattle Office Second and Spring Building Realty, LLC, a Delaware limited liability company (“Owner Affiliate”), and Avalara have entered into that certain Lease Agreement dated concurrently herewith (the “Second & Spring Lease”) with respect to Owner Affiliate’s leasing to Avalara, and Avalara’s leasing from Owner Affiliate, of a total of approximately 36,420 rentable square feet of space (the “Second & Spring Premises”), located in the office building commonly known as “Second & Spring” (together with the land, which is improved with landscaping, parking facilities and other improvements upon which such office building is located, the Second & Spring Property”), and whose street address is 1100 2nd Avenue, Seattle, Washington 98101, which Second & Spring Premises is more particularly described in the Second & Spring Lease.

C. In connection with Avalara’s lease of the Second & Spring Premises pursuant to the Second & Spring Lease, Owner desires to grant Avalara a right of first offer to lease certain space in the 1111 3rd Building on, and subject to the terms and conditions set forth in herein.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Owner and Avalara hereby agree as follows:

1. Right of First Offer.

1.1 First Offer Space. So long as there are at least two (2) years remaining in the Term under the Second & Spring Lease, Owner hereby grants to Avalara an on-going right of first offer (the “Right of First Offer”) with respect to available space located on the sixth (6th) and seventh (7th) floors of the 1111 3rd Building. Such right of first offer shall be subject to the terms and conditions set forth in this Agreement in the event that the First Offer Space becomes “available for lease to third parties” (as defined below) and Owner receives a request for proposal, a letter of intent, or a similar offer for the leasing of such space from a qualified third party (a “Third Party Offer”). For purposes hereof, a First Offer Space shall become “available for lease to third parties” if (a) Owner is free to lease the space to the general public unencumbered by any renewal rights, extension rights, expansion rights, rights of first offer (granted prior to the date hereof), rights of first refusal (granted prior to the date hereof) or other similar rights (granted prior to the date hereof) in favor of other tenants in the Project, whether or not the renewal or extension of the existing tenant’s lease is pursuant to an express written provision in such tenant’s lease, and without regard to whether

 

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such renewal or extension is characterized by the parties thereto as a “renewal”, “extension” or “new lease”; and (b) Owner intends to market the space to the general public (i.e., the space will not be occupied by Owner, any of its affiliates or successors, or by an existing tenant of the space) (all of the foregoing described in clauses (a) and (b) being herein collectively referred to as Superior Rights”).

1.2 First Offer Notice. Owner shall give Avalara notice (a “First Offer Notice”) at such time as a First Offer Space will or has become available to third parties (as such availability is determined by Owner) pursuant to the terms of Avalara’s Right of First Offer, as set forth in this Agreement. A First Offer Notice may be conditioned on the failure of a holder of Superior Rights to lease all or any portion of the First Offer Space identified in such First Offer Notice. The First Offer Notice shall set forth the material economic terms upon which Owner would be prepared to lease such First Offer Space to Avalara for the remainder of the Term (the Economic Terms”), including, without limitation (a) the anticipated date upon which possession of such First Offer Space will be available (the “Anticipated Delivery Date”), (b) the tenant improvements, if any, Owner proposes to install, and/or tenant improvements allowance Owner proposes to pay, if any, for such First Offer Space, if any, (c) a good faith proposal of the First Offer Rent (as defined below) for such First Offer Space, and (d) any other material economic conditions or provisions relating to the leasing of such First Offer Space that vary from the provisions of this Agreement. The term of the lease for the First Offer Space shall terminate on the date provided for such termination in the First Offer Notice.

1.3 First Offer Rent. The basic rent (“Basic Rent”) payable by Avalara for the First Offer Space (the “First Offer Rent”) during the First Offer Term (as defined below) shall be the Market Rate (as defined below) for the First Offer Space, valued as of the commencement of the First Offer Term, determined in the manner hereinafter provided. As used in this Agreement, the term “Market Rate” shall mean the annual amount of basic rent at which tenants, as of the commencement of the First Offer Term, are leasing non-sublease, non-encumbered, non-equity space under then-prevailing ordinary rental market practices (e.g., not pursuant to extraordinary rental, promotional deals or other concessions to tenants that deviate from what is the then-prevailing ordinary practice), at arm’s length, that is comparable to the First Offer Space within the Building or in other, first class office buildings in the Seattle, Washington central business district area (“Comparison Buildings”), based upon binding lease transactions for tenants in the Comparison Buildings that, where possible, commence or are to commence within six (6) months prior to or within six (6) months after the commencement of the First Offer Term (as used in this Agreement, the “Comparison Leases”). Rental rates payable under Comparison Leases shall be adjusted to account for variations between this Agreement and the Comparison Leases with respect to: (a) the length of the First Offer Term compared to the term of the Comparison Leases; (b) rental structure, including, rental rates per rentable square foot (including type, gross or net, and if gross, adjusting for base year or expense stop), additional rental, annual rent adjustments, escalation provisions, all other payments and escalations; (c) the size of the First Offer Space compared to the size of the premises of the Comparison Leases; (d) free rent, moving expenses and other cash payments, allowances or other monetary concessions affecting the rental rate; (e) the age and quality of construction of the buildings; and (f) leasehold improvements and/or allowances, taking into account the value of existing leasehold improvements to the existing tenant.

 

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1.4 Procedure for Acceptance. On or before the date that is five (5) business days after Avalara’s receipt of a First Offer Notice (the Election Date”), Avalara may, at its option, deliver an irrevocable, unqualified, unconditional notice to Owner electing to lease the First Offer Space identified in such First Offer Notice upon the terms set forth in the First Offer Notice (“Avalara’s Election Notice”), and Avalara’s Election Notice shall affirmatively state that Avalara is either (A) accepting Owner’s Market Rate determination (as set forth in the First Offer Notice) as the First Offer Rent, or (B) rejecting Owner’s Market Rate determination (as set forth in the First Offer Notice) as the First Offer Rent, and if Avalara rejects Owner’s Market Rate determination (as set forth in the First Offer Notice), then the parties shall follow the procedure set forth in Section 1.10 below, and the Market Rate shall be determined in accordance with the terms of Section 1.10 below. Avalara may exercise its Right of First Offer only with respect to all of the First Offer Space identified in the First Offer Notice and only upon the terms set forth in the First Offer Notice. If Avalara does not deliver Avalara’s Election Notice to Owner on or before the Election Date, then Avalara shall have no further rights hereunder to lease the First Offer Space identified in the First Offer Notice. Time is of the essence of this provision and Avalara acknowledges and agrees that Owner will have no obligation to lease to Avalara any First Offer Space identified in a First Offer Notice if Avalara does not deliver Avalara’s Election Notice to Owner on or before the Election Date. Any qualified or conditional acceptance by Avalara of a First Offer Notice shall be deemed to be a counter-offer to, and a rejection of, such First Offer Notice. If Avalara’s Election Notice is not a written, unqualified, unconditional, irrevocable acceptance of the First Offer Notice, or is not delivered on or before 5:00 p.m. on the Election Date, then Avalara shall be deemed to have rejected the First Offer Notice. If Avalara rejects or is deemed to have rejected a First Offer Notice for any reason, the Right of First Offer shall automatically terminate and be of no further force or effect with respect to the First Offer Space identified therein and Owner shall thereafter have the right to lease all or any portion of such First Offer Space to any person on any terms and conditions Owner desires (including terms and conditions more favorable than the terms and conditions set forth in such First Offer Notice); provided, however, in the event that Owner fails to enter into a lease with a third-party for all or any portion of such First Offer Space within six (6) months following the date on which Avalara rejects (or is deemed to have rejected) a First Offer Notice, then Avalara’s Right of First Offer with respect to such First Offer Space shall automatically renew and Owner shall again be obligated to provide Avalara with a First Offer Notice in the event that such First Offer Space becomes available for lease to third parties and Owner has received a Third Party Offer for such First Offer Space.

1.5 New Lease. If Avalara timely exercises Avalara’s right of first offer to lease the First Offer Space as set forth herein, Owner and Avalara shall within thirty (30) days thereafter execute a new lease (the “First Offer Space Lease”) for such First Offer Space, which First Offer Space Lease shall be in substantially the same form as the Second & Spring Lease (with appropriate modifications thereto as reasonably determined by Owner to reflect the particulars of the First Offer Space and the 1111 3rd Building, as compared to the Second & Spring Premises and the Second & Spring Property, and the Right of First Offer and the Early Termination Option, as defined in the Second & Spring Lease, shall not be included in the First Offer Space Lease). Notwithstanding the foregoing, an otherwise valid exercise of Avalara’s Right of First Offer shall be of full force and effect irrespective of whether the First Offer Space Lease is timely signed by Owner and Avalara. Avalara’s lease of such First Offer Space shall be upon the express terms set forth in the First Offer Notice, but otherwise upon the terms and conditions set forth in the First Offer Space Lease, and this Agreement. Avalara shall commence payment of rent for such First Offer Space, and the term of such First Offer Space (the First Offer Term”) shall commence, upon the date of delivery of such First Offer Space to Avalara (the “First Offer Commencement Date”) and terminate on the date provided for such termination in the First Offer Notice.

 

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1.6 Additional Conditions of Exercise. Notwithstanding any provision of this Agreement to the contrary, if an “Event of Default” (as defined in the Second & Spring Lease) under the terms of the Second & Spring Lease has occurred either at the time a First Offer Notice would otherwise be required to be sent under this Agreement, or any other time following Avalara’s exercise of its right to lease First Offer Space and prior to the date upon which possession of such First Offer Space is to be delivered to Avalara, and such Event of Default has not been cured by Avalara within the applicable notice and cure period, Owner shall have, in addition to all of Owner’s other rights and remedies provided in this Agreement, the right to terminate Avalara’s rights under this Agreement, and in such event Owner shall not be required to deliver the First Offer Notice or to deliver possession of such First Offer Space to Avalara. If not earlier terminated, the rights of Avalara pursuant to this Agreement shall automatically terminate on the date that is two (2) years prior to the “Expiration Date” of the Second & Spring Lease. Nothing contained in this Agreement shall be deemed to impose any obligation on Owner to refrain from negotiating with any existing tenant of the First Offer Space, to withhold the First Offer Space from the market, or to take any other action or omit to take any other action in order to make the First Offer Space available to Avalara.

1.7 Lease Security. In the event that Avalara elects to exercise its Right of First Offer, Owner shall have the right to review Avalara’s audited financial statements (as provided in Section 26(q) of the Second & Spring Lease), and thereafter, Owner shall have the right to require that Avalara provide Owner with financial security, such as a letter of credit or guaranty, for Avalara’s rent obligations with respect to the First Offer Space. Such determination to be made by reviewing the extent of financial security then generally being imposed in comparable transactions in the Comparison Building upon tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Avalara, with appropriate adjustments to account for differences in the then-existing financial condition of Avalara and such other tenants. In the event that Owner requires such financial security, then Avalara shall deliver such additional financial security to Owner concurrently with Avalara’s execution of the First Offer Space Lease.

1.8 Rights Personal to Avalara. The Right of First Offer (i) is personal to, and may only be exercised by, Avalara or by a “Permitted Transferee” (as that term is defined in the Second & Spring Lease) to whom Avalara’s entire interest in the Second & Spring Lease has been transferred in a “Permitted Transfer” under the terms of Section 10(h) of the Second & Spring Lease, (ii) is not assignable separate and apart from an assignment of Avalara’s (or a Permitted Transferee’s) entire interest in the Second & Spring Lease in a Permitted Transfer, (iii) shall not be assigned or otherwise transferred, voluntarily or involuntarily to, or exercised by, any person other than Avalara or such Permitted Transferee, and (iv) shall only be exercisable if Avalara or such Permitted Transferee occupies one hundred percent (100%) of the Second & Spring Premises at the time of such exercise.

 

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1.9 Termination of Right of First Offer. The Right of First Offer shall only apply to the extent the Property continues to be owned by W2007 Seattle Office 1111 Third Avenue Realty, LLC (or by an affiliate of W2007 Seattle Office 1111 Third Avenue Realty, LLC or by an affiliate of the landlord under the Second & Spring Lease), and in the event that the Property is no longer owned by W2007 Seattle Office 1111 Third Avenue Realty, LLC (or by an affiliate of W2007 Seattle Office 1111 Third Avenue Realty, LLC or by an affiliate of the landlord under the Second & Spring Lease) (including, without limitation, in connection with a foreclosure, deed in lieu thereof or similar proceeding, by any Owner’s lender or other mortgagee, or any nominee or designee of Owner’s lender or other mortgagee or their respective successors and assigns), then this Agreement shall automatically terminate and be of no further force and effect. In addition, in the event that (i) the Second & Spring Lease shall terminate for any reason, or (ii) Avalara delivers to Owner’s Affiliate a “Termination Notice” in connection with the “Early Termination Option” (as both of those terms are defined in the Second & Spring Lease), then this Agreement shall automatically terminate concurrently therewith. As used in this Section 1.9, “affiliate” means an entity which is controlled by, controls or is under common control with the entity in question.

1.10 Determination of First Offer Rent. In the event that Avalara exercises the Right of First Offer, but Avalara’s Election Notice contains Avalara’s rejection of Owner’s Market Rate determination (as set forth in the First Offer Notice), then the Market Rate for purposes of this Agreement shall be determined as follows:

1.10.1 Owner and Avalara shall attempt to agree upon the Market Rate using reasonable good-faith efforts. If Owner and Avalara fail to reach agreement within thirty (30) days following Avalara’s objection to Owner’s Market Rate determination (the “Outside Agreement Date”), then each party shall make a separate determination of the Market Rate for the First Offer Space within five (5) business days after the Outside Agreement Date, and such determinations shall be submitted to arbitration in accordance with Sections 1.10.2 through 1.10.8 below.

1.10.2 Owner and Avalara shall each appoint one arbitrator who shall by profession be a real estate broker, appraiser or attorney who shall have been active over the five (5) year period ending on the date of such appointment in the leasing (or appraisal, as the case may be) of space in the Comparison Buildings. The determination of the arbitrators shall be limited solely to the issue of whether Owner’s or Avalara’s submitted Market Rate is the closest to the actual Market Rate for the First Offer Space as determined by the arbitrators, taking into account the requirements of Section 1.3, above. Each such arbitrator shall be appointed within fifteen (15) days after the Outside Agreement Date. Owner and Avalara may consult with their selected arbitrators prior to appointment and may select an arbitrator who is favorable to their respective positions. The arbitrators so selected by Owner and Avalara shall be deemed the “Advocate Arbitrators”.

1.10.3 The two Advocate Arbitrators so appointed shall be specifically required pursuant to an engagement letter within ten (10) days of the date of the appointment of the last appointed Advocate Arbitrator agree upon and appoint a third arbitrator (“Neutral Arbitrator”) who shall be qualified under the same criteria set forth hereinabove for qualification of the two Advocate Arbitrators except that neither the Owner or Avalara or either party’s Advocate Arbitrator may, directly or indirectly, consult with the Neutral Arbitrator prior to subsequent to his or her appearance. The Neutral Arbitrator shall be retained via an engagement letter jointly prepared by Owner’s counsel and Avalara’s counsel.

 

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1.10.4 The three arbitrators shall within thirty (30) days of the appointment of the Neutral Arbitrator reach a decision as to Market Rate and determine whether the Owner’s or Avalara’s determination of Market Rate as submitted pursuant Section 1.10.1, above, is closest to Market Rate as determined by the arbitrators and simultaneously publish a ruling (“Award”) indicating whether Owner’s or Avalara’s submitted Market Rate is closest to the Market Rate as determined by the arbitrators. Following notification of the Award, the Owner’s or Avalara’s submitted Market Rate determination, whichever is selected by the arbitrators as being closest to Market Rate, shall become the then applicable Market Rate.

1.10.5 The Award issued by the majority of the three arbitrators shall be binding upon Owner and Avalara.

1.10.6 If either Owner or Avalara fail to appoint an Advocate Arbitrator within fifteen (15) days after the Outside Agreement Date, either party may petition the presiding judge of the Superior Court of King County to appoint such Advocate Arbitrator subject to the criteria in Section 1.10.2, above, or if he or she refuses to act, either party may petition any judge having jurisdiction over the parties to appoint such Advocate Arbitrator.

1.10.7 If the two Advocate Arbitrators fail to agree upon and appoint the Neutral Arbitrator, then either party may petition the presiding judge of the Superior Court of King County to appoint the Neutral Arbitrator, subject to criteria in Section 1.10.2 above, or if he or she refuses to act, either party may petition any judge having jurisdiction over the parties to appoint such arbitrator.

1.10.8 The cost of arbitration shall be paid by Owner and Avalara equally.

In the event that the Market Rate has not been determined as of the First Offer Commencement Date, Avalara shall pay monthly Basic Rent for the First Offer Space at the rate set forth in the First Offer Notice until such time as the Market Rate has been determined pursuant to this Section 1.10. Upon such determination, the Basic Rent for the First Offer Space shall be retroactively adjusted to the First Offer Commencement Date. If such adjustment results in an underpayment of Basic Rent by Avalara, Avalara shall pay Owner the amount of such underpayment within thirty (30) days after the determination thereof. If such adjustment results in an overpayment of Basic Rent by Avalara, Owner shall credit such overpayment against the next installment of Basic Rent due under the First Offer Space Lease and, to the extent necessary, any subsequent installments, until the entire amount of such overpayment has been credited against Basic Rent otherwise attributable to the First Offer Space.

2. Independent Consideration. Avalara shall deliver independent consideration to Owner in the form of a check from Avalara in the amount of Ten and No/100 U.S. Dollars ($10.00) (the “Independent Consideration”). Owner and Avalara hereby mutually acknowledge and agree that said sum represents adequate bargained for consideration for Owner’s execution and delivery of this Agreement and Avalara’s Right of First Offer as provided herein. Said sum is in addition to and independent of any other consideration or payment provided for in this Agreement, and is nonrefundable to Avalara in all events. The obligation of Avalara to pay the Independent Consideration to Owner is unconditional and shall survive any termination of this Agreement.

 

   6   


3. Defaults. Each of the following events shall constitute an event of default by the applicable party and shall permit the non-defaulting party, as its sole remedy, to terminate this Agreement:

3.1 The failure by any party hereto to perform any of the terms, agreements or conditions set forth in this Agreement, where such failure continues for thirty (30) days, after receipt of written notice of such failure from the other party; or

3.2 A party files for bankruptcy or has an involuntary petition in bankruptcy or a request for the appointment of a receiver filed against it, where such involuntary petition or request is not dismissed within ninety (90) days after filing.

4. Miscellaneous.

4.1 Brokerage. Neither Owner nor Avalara has dealt with any broker or agent in connection with the negotiation or execution of this Agreement, other than Colliers International (representing Avalara) and Urbis Partners, LLC (representing Owner), whose commissions (if any) shall be paid by Owner pursuant to separate written agreements. Each party acknowledges receipt of a copy of the pamphlet described in RCW 18.86.030(f) entitled “The Law of Real Estate Agency,” as required by Washington Law. Avalara and Owner shall each indemnify the other against all costs, expenses, attorneys’ fees, liens and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party.

4.2 Notices. Notwithstanding anything to the contrary contained in the Lease, as of the date of this Agreement, any notices to Owner or Avalara must be sent, transmitted, or delivered, as the case may be, to the following addresses:

 

If to Owner:

  

Talon Portfolio Services, LLC

  

1800 Ninth Avenue, Suite 1600

  

Seattle, Washington 98101

  

Attention: Lease Administration

  

With a copy to:

  

W2007 Seattle Office 1111 Third Avenue Realty, LLC

  

c/o Walton Street Capital, L.L.C.

  

900 North Michigan Avenue, Suite 1900

  

Chicago, Illinois 60611

  

Attention: Mr. Jim Odenbach

                            Mr. Douglas Welker
                            Angela Lang, Esq.

 

   7   


   With a copy to:
   Pircher, Nichols & Meeks
   1925 Century Park East, Suite 1700
   Los Angeles, California 90067-2512
   Attention: Real Estate Notices (SCS)
If to Avalara:    Avalara, Inc.
   100 Ravine Lane
   Bainbridge Island, Washington 98110
   Attention: General Counsel

4.3 Separability. If any clause or provision of this Agreement is illegal, invalid, or unenforceable under present or future laws, then the remainder of this Agreement shall not be affected thereby and in lieu of such clause or provision, there shall be added as a part of this Agreement a clause or provision as similar in terms to such illegal, invalid, or unenforceable clause or provision as may be possible, which clause or provision shall be legal, valid, and enforceable.

4.4 Amendment. This Agreement may not be amended or altered except by an instrument in writing executed by the parties.

4.5 Entire Agreement. This Agreement (including its exhibits) contains the entire agreement between Owner and Avalara relative to the subject matter hereof, and shall supersede any prior agreement or understanding, if any, whether written or oral, which Avalara may have had relating to the subject matter hereof with Owner.

4.6 Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OWNER AND AVALARA EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LITIGATION OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE ARISING OUT OF OR WITH RESPECT TO THIS LEASE OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO.

4.7 Governing Law. This Lease shall be governed by and construed in accordance with the Laws of the State of Washington.

4.8 Recording. Avalara shall not record this Agreement or any memorandum of this Agreement without the prior consent of Owner, which consent may be withheld or denied in the sole and absolute discretion of Owner, and any recordation by Avalara shall be a material breach of this Agreement that cannot be cured. Avalara grants to Owner a power of attorney to execute and record a release releasing any such recorded instrument of record that was recorded without the prior consent of Owner.

 

8


4.9 Confidentiality. Each party acknowledges that the terms and conditions of this Agreement are to remain confidential and may not be disclosed to anyone, by any manner or means, directly or indirectly, without the other’s prior consent; however, each party may disclose the terms and conditions of this Agreement if required by Law or court order, and to its attorneys, accountants, employees and existing or prospective financial partners and to existing or prospective lenders and prospective purchasers of all or any portion of the Property provided same are advised of the confidential nature of such terms and conditions and agree to maintain the confidentiality thereof (in each case, prior to disclosure). Avalara shall be liable for any disclosures made in violation of this Section by Avalara or by any entity or individual to whom the terms and conditions of this Agreement were disclosed or made available by Avalara. The consent by a party to any disclosures shall not be deemed to be a waiver on the part of such party of any prohibition against any future disclosure.

4.10 Authority. Avalara hereby represents and warrants to Owner that Avalara is a duly formed and existing entity qualified to do business in the State of Washington, that Avalara has full right and authority to execute and deliver this Agreement, and that each person signing on behalf of Avalara is authorized to do so. Owner hereby represents and warrants to Avalara that Owner has full right and authority to execute and deliver this Agreement, and that each person signing on behalf of Owner is authorized to do so.

4.11 OFAC/FCPA Representation. Neither Avalara nor any of its affiliates, nor to the best of Avalara’s knowledge any of their respective brokers or other agents acting in any capacity in connection with the transactions contemplated by this Agreement, is or will be (a) conducting any business or engaging in any transaction or dealing with any person appearing on the U.S. Treasury Department’s OFAC list of prohibited countries, territories, “specifically designated nationals” (“SDNs”) or “blocked person” (each a “Prohibited Person”) (which lists can be accessed at the following web address: http://www.ustreas.gov/offices/enforcement/ofac/), including the making or receiving of any contribution of funds, goods or services to or for the benefit of any such Prohibited Person; (b) engaging in certain dealings with countries and organizations designated under Section 311 of the USA PATRIOT Act as warranting special measures due to money laundering concerns; (c) dealing in, or otherwise engaging in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224 dated September 24, 2001, relating to “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism”; (d) a foreign shell bank or any person that a financial institution would be prohibited from transacting with under the USA PATRIOT Act; or (e) engaging in or conspiring to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempting to violate, any of the prohibitions set forth in (i) any U.S. anti-money laundering law, (ii) the Foreign Corrupt Practices Act, (iii) the U.S. mail and wire fraud statutes, (iv) the Travel Act, (v) any similar or successor statutes or (vi) any regulations promulgated under the foregoing statutes. If at any time this representation becomes false, then it shall be considered an Event of Default under this Agreement as to which there shall be no right to notice or an opportunity to cure, notwithstanding anything contained in this Agreement to the contrary, and Owner shall have the right to exercise all of the remedies set forth in this Agreement including, without limitation, immediate termination of this Agreement. To the best of Owner’s knowledge Owner is not a person or entity with whom Avalara is restricted from doing business with under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including, but not limited to, those named on OFAC’s Specially Designated and Blocked Persons list) or under any related statute, Executive Order (including, but not limited to, the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other similar governmental action.

 

9


4.12 Headings. Headings at the beginning of each section are solely for the convenience of the parties and are not a part of (and shall not be used to interpret) this Agreement. The singular form shall include the plural, and vice versa, and each gender shall include the others. Nothing in this Agreement shall be deemed or construed to create a relationship of principal and agent or of partnership or joint venture between Owner and Avalara. Unless otherwise indicated, all references to sections are to sections of this Agreement. In this Agreement, the term “including” shall mean “including, but not limited to”.

5. Contingency. Notwithstanding the full execution and delivery of this Agreement between Owner and Avalara, this Agreement is expressly contingent upon the full execution and delivery of the Second & Spring Lease, and in the event that the Second & Spring Lease is not fully executed and delivered by Owner Affiliate and Avalara by August 31, 2014, this Agreement shall automatically terminate and be of no further force or effect.

[signatures on the following page]

 

10


IN WITNESS WHEREOF, Owner and Avalara have caused this Agreement to be executed the day and date first above written.

W2007 SEATTLE OFFICE 1111 THIRD AVENUE REALTY, LLC,

a Delaware limited liability company

 

By:   

Walton Seattle Mezz Holdings VI-A, L.L.C.,

a Delaware limited liability company,

its Sole Member

   By:   

Walton Seattle Mezz JV VI, L.L.C.,

a Delaware limited liability company,

its Sole Member

      By:   

Walton Seattle Mezz Investors VI, L.L.C.,

a Delaware limited liability company,

its Managing Member

         By:   

Walton Acquisition REOC Master VI, L.L.C.,

a Delaware limited liability company,

its Sole Member

            By:   

Walton Street Real Estate Fund VI-Q, L.P.,

a Delaware limited partnership,

its Managing Member

               By:   

Walton Street Managers VI, L.P.,

a Delaware limited partnership,

its General Partner

                  By:  

WSC Managers VI, Inc.,

a Delaware corporation,

its General Partner

                    By:   

/s/ James Odenbach

                    Name:    James Odenbach
                    Title:    Vice President
                    Date:    8/28/14

[Signatures Continue on the Following Page]

 

11


THE FOREGOING IS ACKNOWLEDGED

AND AGREED:

AVALARA, INC.,

a Washington corporation

By:  

/s/ Kevin P Riegelsberger

Name:   Kevin P Riegelsberger
Title:   Chief Strategic Initiatives Officer

 

Date:   8-22-14
By:  

/s/ Alesia Pinney

Name:   Alesia Pinney
Title:   EVP & General Counsel
Date:   8/22/2014

 

12


OWNER ACKNOWLEDGMENT

 

STATE OF ILLINOIS   

)

  
   )   
COUNTY OF COOK    )   

I, the undersigned, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY THAT James Odenbach, as Vice President of WSC Managers VI, Inc., a Delaware corporation, personally known to me or proved to me on the basis of satisfactory evidence to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that          he signed and delivered said instrument as                  free and voluntary act, and as a free and voluntary act of said company, for the uses and purposes therein set forth.

Given under my hand and Notarial seal this 28 day of August, 2014.

 

  

/s/ Michelle Meywes

   LOGO
Print Name: Michelle Meywes   
Notary Public                                                      
Commission Expiration: 11/24/17   
  
  

 

13


AVALARA ACKNOWLEDGMENT

STATE OF WASHINGTON}

                                                } ss.

COUNTY OF KING              }

On this 22 day of August, 2014, before me, a Notary Public in and for the State of Washington, personally appeared Kevin Riegelsberger, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed this instrument; on oath stated that said individual was authorized to execute the instrument, and acknowledged it as the Chief Strategic Initiatives Officer of AVALARA, INC., a Washington corporation, to be the free and voluntary act and deed of said corporation for the uses and purposes mentioned in the instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written.

 

 

/s/ Paul Andre Barrera

  (Print Name) Paul Andre Barrera
  NOTARY PUBLIC in and for the State of Washington,
  residing at SEATTLE, WASHINGTON
  My appointment expires: 1/11/2016

STATE OF WASHINGTON}

                                               } ss.

COUNTY OF KING             }

On this 22 day of August, 2014, before me, a Notary Public in and for the State of Washington, personally appeared Alesia Pinney, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed this instrument; on oath stated that said individual was authorized to execute the instrument, and acknowledged it as the EVP & General Counsel of AVALARA, INC., a Washington corporation, to be the free and voluntary act and deed of said corporation for the uses and purposes mentioned in the instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written.

 

 

/s/ Paul Andre Barrera

  (Print Name) Paul Andre Barrera
  NOTARY PUBLIC in and for the State of Washington,
  residing at SEATTLE, WASHINGTON
  My appointment expires: 1/11/2016

 

14


EXHIBIT A

DESCRIPTION OF THE LAND

The following described real property in the City of Seattle, County of King, State of Washington:

PARCEL A:

LOTS 2, 3, 6 AND 7 IN BLOCK 14 OF ADDITION TO THE TOWN OF SEATTLE, AS LAID OUT ON THE CLAIMS OF C.D. BOREN, A.A. DENNY AND H.L. YESLER (COMMONLY KNOWN AS C.D. BOREN’S ADDITION TO THE CITY OF SEATTLE), AS PER PLAT RECORDED IN VOLUME 1 OF PLATS, PAGE 25, RECORDS OF KING COUNTY, WASHINGTON;

EXCEPT THE NORTHEASTERLY 9 FEET OF SAID LOTS CONDEMNED FOR STREET PURPOSES IN KING COUNTY SUPERIOR COURT CAUSE NO. 54135, AS PROVIDED BY ORDINANCE NO. 14345 OF THE CITY OF SEATTLE;

TOGETHER WITH THE NORTHEASTERLY HALF OF THE ALLEY ADJOINING SAID PREMISES VACATED BY ORDINANCE NO. 107147 OF THE CITY OF SEATTLE WHICH ATTACHED BY OPERATION OF LAW.

PARCEL B:

AN EASEMENT, AS ESTABLISHED UNDER SECTION 1(B) OF THE MEMORANDUM OF DEVELOPMENT RIGHTS AGREEMENT, RECORDED MARCH 8, 1978, UNDER RECORDING NO. 7803080729, AS SAID SECTION WAS AMENDED BY SECTION 6(F) OF THE SUBORDINATION AND RECOGNITION AGREEMENT, RECORDED SEPTEMBER 27, 1978, UNDER RECORDING NO. 7809270979, AS ASSIGNED BY THOSE CERTAIN ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT RIGHTS AGREEMENTS, EACH DATED AS OF DECEMBER 16, 1997 AND RECORDED DECEMBER 19, 1997 UNDER RECORDING NOS. 9712190957, 9712190958 AND 9712190959, FOR LIGHT AND AIR ABOVE THE ROOF LINE HEIGHT OF NOT MORE THAN 163 FEET ABOVE CITY OF SEATTLE DATUM OF THE IMPROVEMENTS ON THE FOLLOWING DESCRIBED PROPERTY:

LOTS 1, 4, 5 AND 8 IN BLOCK 14 OF ADDITION TO THE TOWN OF SEATTLE, AS LAID OUT ON THE CLAIMS OF C.D. BOREN, A.A. DENNY, AND H.L. YESLER (COMMONLY KNOWN AS C.D. BOREN’S ADDITION TO THE CITY OF SEATTLE), AS PER PLAT RECORDED IN VOLUME 1 OF PLATS, PAGE 25, RECORDS OF KING COUNTY, WASHINGTON;

EXCEPT THE SOUTHWESTERLY 12 FEET THEREOF CONDEMNED FOR STREET PURPOSES IN DISTRICT COURT CAUSE NO. 7079 AS PROVIDED BY ORDINANCE NO. 1107 OF THE CITY OF SEATTLE;

 

Exhibit A - 1


TOGETHER WITH THAT PORTION OF THE ALLEY ADJOINING SAID PREMISES VACATED BY ORDINANCE NO. 107147 OF THE CITY OF SEATTLE WHICH ATTACHED BY OPERATION OF LAW.

 

Exhibit A - 2

EX-10.17 22 d317509dex1017.htm OFFICE BUILDING LEASE OFFICE BUILDING LEASE

Exhibit 10.17

OFFICE BUILDING LEASE

255 SOUTH KING STREET LIMITED PARTNERSHIP

AVALARA, INC.

TABLE OF CONTENTS

 

1.

  LEASE OF PREMISES      3  

2.

  BASIC LEASE TERMS      3  

3.

  EXHIBITS AND ADDENDUMS      8  

4.

  DELIVERY OF POSSESSION      9  

5.

  RENT      11  

6.

  INTEREST AND LATE CHARGES      15  

7.

  SECURITY DEPOSIT      15  

8.

  TENANT’S USE OF THE PREMISES      16  

9.

  SERVICES AND UTILITIES      17  

10.

  CONDITION OF THE PREMISES      20  

11.

  CONSTRUCTION, REPAIRS AND MAINTENANCE      20  

12.

  ALTERATIONS AND ADDITIONS      22  

13.

  TENANT IMPROVEMENTS; TENANT’S PROPERTY      24  

14.

  RULES AND REGULATIONS      24  

15.

  CERTAIN RIGHTS RESERVED BY LANDLORD      25  

16.

  ASSIGNMENT AND SUBLETTING      26  

17.

  HOLDING OVER      27  

18.

  SURRENDER OF PREMISES      28  

19.

  DESTRUCTION OR DAMAGE      28  

20.

  EMINENT DOMAIN      29  

21.

  INDEMNIFICATION      30  


Office Lease – Table of Contents (cont.)

 

22.

  INSURANCE      31  

23.

  WAIVER OF SUBROGATION      33  

24.

  SUBORDINATION AND ATTORNMENT      33  

25.

  ESTOPPEL CERTIFICATES      33  

26.

  TRANSFER OF LANDLORD’S INTEREST      34  

27.

  DEFAULT      34  

28.

  BROKERAGE FEES      37  

29.

  NOTICES      37  

30.

  GOVERNMENT ENERGY OR UTILITY CONTROLS      38  

31.

  RELOCATION OF PREMISES      38  

32.

  QUIET ENJOYMENT      38  

33.

  OBSERVANCE OF LAW      38  

34.

  FORCE MAJEURE      39  

35.

  CURING TENANT’S DEFAULTS      39  

36.

  SIGNAGE      39  

37.

  HAZARDOUS WASTE      40  

38.

  EMPLOYER INFORMATION FORM — IMMIGRANT INVESTOR PROGRAM.      42  

39.

  MISCELLANEOUS      48  

40.

  OPTION TO EXTEND TERM      42  

 


OFFICE BUILDING LEASE

This Office Building Lease by and between 255 South King Street Limited Partnership, a Washington limited partnership (“Landlord”) and Avalara, Inc., a Washington corporation (“Tenant”) is dated this 9th day of June, 2016 (“Effective Date”).

 

1. LEASE OF PREMISES

In consideration of the Rent (as defined in Section 5.1), and the provisions of this Lease, Landlord leases to Tenant and Tenant leases from Landlord the Premises (as defined in Section 2.10) which is located on a portion of the real property legally described on Exhibit A attached hereto and incorporated herein (the “Property”). The Premises are located within the Building (as defined in Section 2.3) and is or will be part of the Condominium (as defined in Section 2.11). Tenant shall have the non-exclusive right (unless otherwise provided herein) in common with Landlord, other tenants, subtenants and invitees to use the Building Common Areas (as defined in Section 2.5). The terms “Property” and “Condominium” are used interchangeably in this Lease.

 

2. BASIC LEASE TERMS

2.1 Base Rent: See Section 2.8

2.2 Brokers: The Landlord is represented by Dwight Newell and Scotta Ashcraft of CBRE, Inc. The Tenant is represented by Tony Ford and Bill Cooper of Colliers International WA LLC.

2.3 Building: The improvements on the Property known as Hawk Tower with a current street address of 255 S. King Street, Seattle, Washington and, once subject to the condominium regime, will be known as of the “Office Unit” of the Condominium. The terms “Building” and “Office Unit” are used interchangeably throughout the Lease.

2.4 Commencement Date: Three (3) days after Tenant notifies Landlord of the Substantial Completion of the Tenant Improvements (as defined in Exhibit D hereof), which Landlord and Tenant estimate will occur on December 1, 2017 (the “Estimated Commencement Date”). The parties shall mutually confirm the Commencement Date and Expiration Date by written notice. Notwithstanding the forgoing, if Substantial Completion of the Tenant Improvements occurs prior to December 1, 2017, then the Commencement Date shall not be earlier than December 1, 2017 unless Tenant elects to occupy and conduct business on one or more floors of the Premises prior to December 1, 2017.

2.5 Building Common Areas: The shared lobby for the Office Unit and Hotel Unit of the Condominium, common corridors and hallways, conference rooms, restrooms, parking areas, stairways, elevators and other areas of the Office Unit for use by Tenant in common with other tenants shall collectively constitute the “Building Common Areas”. Landlord shall have the right to adopt reasonable rules and regulations for the use of the Building Common Areas;

 

Page 3 of 91


provided, however, that such rules and restrictions shall not be enforced in a discriminatory manner. Further, the rules and regulations may not materially enlarge Tenant’s obligations under the Lease or materially limit Tenant’s rights and remedies under the Lease, including (without limitation) Tenant’s use of the Premises or the Common Areas (including, by way of illustration only, parking areas, if applicable). The Lease provisions shall control and supersede any contradictory or inconsistent provisions contained in the rules and regulations. Landlord shall provide reasonable advance notice of any modifications or additions to the rules and regulations. The current rules and regulations are attached hereto as Exhibit C.

2.6 Expiration Date: The Term of this Lease shall expire on the last day of the calendar month in which the One Hundred and Twenty (120) month anniversary of the Commencement Date occurs.

2.7 Landlords Mailing Address:

255 South King Street Limited Partnership

270 South Hanford Street, Suite 100

Seattle, Washington 98134

Attention: Don Ayres

Tenant’s Mailing Address:

Avalara, Inc.

c/o 1100 2nd Avenue, Suite 300

Seattle, WA 98101

Attention: Real Estate

With a copy of any default notice to the Attn: Legal Dept.

 

Page 4 of 91


2.8 Installments of Base Rent: The monthly base rent rate shall be as follows (“Base Rent”):

 

Period    Floor 12      Floor 13
through 15
Base Rent per
Month
     Floor 16
through Floor
18 Base Rent
per Month
(Excluding
18th Floor
Deck)
     18th Floor
Deck Only
     Total Base
Rent
 

Months 1 - 10

      $ 57,925.50      $ 163,851.42      $ 9,647.33      $ 231,424.25  

Months 11 - 12

(Add Floor 14)

      $ 115,851.00      $ 163,848.33      $ 9,647.33      $ 289,346.67  

Months 13 - 22

      $ 118,747.28      $ 167,944.54      $ 9,888.52      $ 296,580.33  

Months 23 - 24

(Add Floor 13)

      $ 178,120.91      $ 167,944.54      $ 9,888.52      $ 355,953.97  

Months 25 - 36

      $ 182,573.94      $ 172,143.16      $ 10,135.73      $ 364,852.82  

Months 37 - 48

   $ 62,384.97      $ 187,138.28      $ 176,446.73      $ 10,389.12      $ 436,359.11  

Months 49 - 60

   $ 63,944.59      $ 191,816.74      $ 180,857.90      $ 10,648.85      $ 447,268.09  

Months 61 - 72

   $ 65,543.21      $ 196,612.16      $ 185,379.35      $ 10,915.07      $ 458,449.79  

Months 73 - 84

   $ 67,181.79      $ 201,527.46      $ 190,013.83      $ 11,187.95      $ 469,911.04  

Months 85 - 96

   $ 68,861.33      $ 206,565.65      $ 194,764.18      $ 11,467.65      $ 481,658.81  

Months 97 - 108

   $ 70,582.87      $ 211,729.79      $ 199,633.28      $ 11,754.34      $ 493,700.28  

Months 109 - 120

   $ 72,347.44      $ 217,023.04      $ 204,624.12      $ 12,048.20      $ 506,042.79  

The initial rate per Rentable Square Foot per floor is shown in the chart directly below:

 

Floor 18

   Floor 17    Floor 16    Floor 15    Floor 14    Floor 13
$37.00/NNN    $37.00/NNN    $37.00/NNN    $36.50/NNN    $36.50/NNN    $36.50/NNN

The Base Rent is due the first day of each calendar month during the Term.

Base Rent for the Floor 18 deck space consisting of 3,992 rentable square feet shall be discounted to $29.00 gross per rentable square feet.

Floors 13 and 14 shall be “space-pocketed” for Tenant (at no cost to Tenant). Tenant shall begin paying Base Rent for Floor 14 (and Additional Rent with respect thereto) commencing in month 11 of the Lease (estimated to be October 1, 2018). Tenant shall begin paying Base Rent for

 

Page 5 of 91


Floor 13 (and Additional Rent with respect thereto) commencing in month 23 of the Lease (estimated to be October 1, 2019).

2.9 Parking: Tenant and/or its employees shall have the right, but not the obligation, to license from Landlord up to 1.5 unreserved parking spaces (“Unreserved Spaces”) per 1,000 square feet of Rentable Area leased under the Lease (the “Parking Permits”) in the parking garage of the Building. When the commencement date for the Expansion Space occurs, Tenant shall be entitled to Parking Permits in the same ratio as well. The Parking Permits shall provide access to the parking garage 24 hours per day, 7 days a week. For the first full year of the Lease Term, the monthly parking rate for the Parking Permits shall be $250.00 plus tax. Landlord shall charge its normal and customary monthly parking rates thereafter which shall not exceed the fair market rates charged by comparable properties in the area of Seattle commonly known as Pioneer Square and South Seattle CBD but in no event shall parking rates increase by more than five percent (5%) per calendar year. Landlord’s parking management company shall invoice and collect parking fees from Tenant for the Parking Permits. Notwithstanding the foregoing, (i) Landlord may license any vacant Unreserved Space on an hourly basis for event parking for events at any of the nearby stadiums, and (ii) following the fifth month after the Commencement Date, Landlord may license any Parking Permit not used by Tenant in the prior month. If Tenant does not use a Parking Permit, Tenant shall have the right to reacquire use of such Parking Permit as of the first day of the calendar month following the date that is thirty (30) days after Tenant’s delivery of written notice to Landlord requesting use of such Parking Permit. With respect to Landlord’s right to license any vacant Unreserved Space on an hourly basis for event parking for events at any of the nearby stadiums, Landlord covenants that Tenant’s Unreserved Spaces shall be available for its use at all times. See Section 42.1 of this Lease for further provisions regarding Tenant’s parking rights.

2.10 Premises: That portion of the Building consisting of approximately 114,264 square feet of Rentable Area (as defined in Section 2.12) of office space, as shown on Exhibit B (the “Premises”), located on Floors 13 through 18 (19,044 RSF per floor) and 3,992 RSF of deck space. Landlord represents that the entire Building is approximately 209,476 square feet of Rentable Area. Provided, however, that the exact amount of Rentable Area in the Premises shall be determined following completion of the Building and preliminary space plans to be prepared by Tenant’s architect. Promptly after Landlord approves the preliminary space plans, Landlord shall submit to Tenant, for Tenant’s reasonable approval, a written certification made by Landlord’s architect of the exact amount of Rentable Area contained in the Premises, including a breakdown by floor. Further, Tenant may at any time within one month after the expiration of the Landlord’s remeasurement period in the following paragraph, engage an independent certified architect or surveyor to measure the Rentable Area of the Premises. If such calculation has a different Rentable Area than Landlord’s certification, the parties shall meet in good faith to resolve the discrepancy. After agreement by the parties on the Rentable Area contained the Premises, Landlord and Tenant shall execute a commercially reasonable amendment to this Lease, if necessary, which amendment shall set forth the revised Rent, Tenant’s Pro Rata Share and other modifications to this Lease required by reason of the certified Rentable Area. In no event shall the actual Rentable Area of the Premises be greater than 3% over the sizes set forth herein. The Premises shall include all items installed or constructed therein, or affixed to the Building therein, including but not limited to, doors, partitions, ceilings, built-in cabinets, electrical fixtures, fixtures, outlets, switches, telephone outlets, floor

 

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coverings, window coverings, HVAC equipment within and exclusively serving the Premises, and fire and life safety equipment within and exclusively serving the Premises.

Notwithstanding anything to the contrary in this Lease, but subject to the provision that in no event shall the actual Rentable Area of the Premises be greater than 3% over the sizes set forth herein, Landlord shall have the right within the first six months following the Commencement Date, within its reasonable discretion, to re-measure the Rentable Area in the Building and to make appropriate adjustments in Tenant’s Pro Rata Share of Operating Expenses and Real Property Taxes and other provisions of this Lease which are affected by such re-measurement. Within ten (10) business days after receipt by the Tenant, the Tenant shall execute, acknowledge and deliver to Landlord a commercially reasonable amendment to this Lease as prepared by Landlord, which amendment shall set forth the revised Tenant’s Pro Rata Share and other modifications to this Lease required by reason of the Landlord’s re-measurement of the Building.

2.11 Condominium: As of the date hereof, the Property is not subject to the Washington Condominium Act, but the Landlord will record a declaration against the Property to form a condominium known as 255 South King Street, a condominium, prior to the Commencement Date (“Condominium”). The Condominium will have four units (although the Landlord will reserve the right to create additional units or combine units): the Office Unit, the Hotel Unit, the Garage Unit and the Retail Unit. When the Condominium’s declaration is recorded, the provisions of Article 45 shall spring into effect. The Landlord represents, warrants and covenants that the Condominium’s declaration shall not increase Tenant’s obligations or decrease Tenant’s rights hereunder in a more than de-minimus manner.

2.12 Rentable Area: As to both the Premises and the Building, the respective measurements of floor area as may from time to time be subject to lease by Tenant and all tenants of the Building, respectively, as calculated in accordance with BOMA 2010 standards (ANSI Z65.1-2010) and accompanying guidelines, excepting only deck space, which is not measured under such standards.

2.13 Security Deposit and Letter of Credit (Article 7): Tenant shall provide Landlord with a Letter of Credit in the amount of Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00) on the terms and conditions set forth in Article 7 below.

2.14 State: The State of Washington.

2.15 Tenant’s Pro Rata Share. Shall be a percentage, the numerator of which is the total square feet of Rentable Area for the Premises (minus the 4,433 square feet of Rentable Area of deck space on the 18th floor) and the denominator of which is the total square feet of Rentable Area in the Building (minus the 4,433 square feet of Rentable Area of deck space on the 18th floor), subject to adjustment as set forth in Section 5.2(c).

2.16 Tenant’s Use Clause (Article 8): See Article 8.

2.17 Term: The period commencing on the Commencement Date and expiring at midnight on the Expiration Date shall be the “Initial Term”. The word “Term” shall mean the Initial Term, together with any Option Term (as defined in Article 40).

 

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2.18 Early Termination Option: Tenant shall have the one-time option (“Early Termination Option”) to terminate this Lease in its entirety at the end of the seventh (7th) anniversary of the Commencement Date (“Early Termination Date”). Tenant may exercise its Early Termination Option only if it provides Landlord an early termination notice no less than twelve (12) months prior to the Early Termination Date. If Tenant properly exercises its Early Termination Option and pays the Early Termination Fee, and is not in default, then following the Early Termination Date, Tenant shall be fully and forever released and discharged from any and all obligations, covenants or liabilities of whatsoever kind or nature in law or equity or otherwise arising out of or in connection with this Lease except any obligation or liability accrued before the Early Termination Date including any indemnification obligation of Tenant. If Tenant exercises its Early Termination Option under this Section 2.18, Tenant shall pay to Landlord, no later than ninety (90) days prior to the Early Termination Date, an amount equal to the portion of the unamortized Tenant Improvement Allowance (as defined in Section 12.7 and Exhibit D) and leasing commissions (including Floor 12), plus an amount equal to nine (9) months Base Rent for year eight (8) of the Term (“Early Termination Fee”). For purposes of this Section 2.18, the Tenant Improvement Allowance and leasing commission shall amortize on a straight line basis over the ten (10) year Initial Term at six percent (6%) interest per annum, with the unamortized portion of the Tenant Improvement Allowance and the lease commission being the last 27 months of the Lease Term to take into account the payment of Base Rent through the first nine months of year eight of the Lease.

3. EXHIBITS

The exhibits listed below are incorporated by reference in this Lease, excepting Exhibit H.

 

  

3.1

   Exhibit A    Legal Description of the Property
  

3.2

   Exhibit B    Floor Plan showing the Premises
  

3.3

   Exhibit C    Rules and Regulations
  

3.4

   Exhibit D    Work Letter
  

3.5

   Exhibit E    Employer Affidavit
  

3.6

   Exhibit F    Vendor Work Rules
  

3.7

   Exhibit G    Deleted
  

3.8

   Exhibit H    Deleted
  

3.9

   Exhibit I    Electrical Consumption Charge Calculation
  

3.10

   Exhibit J    Janitorial Specifications
  

3.11

   Exhibit K    Letter of Credit
  

3.14

   Exhibit L    Shell and Core Work Required for Early Delivery

 

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3.17

   Exhibit M    Deleted

 

4. DELIVERY OF POSSESSION

4.1 Tenant shall be entitled to enter the Premises (“Tenant’s Early Occupancy”), at no charge, at any time after Landlord has completed construction of that portion of the Shell and Core Work (as defined in Exhibit D) that will enable Tenant to commence construction of the Tenant Improvements as described in Exhibit L (the “Shell and Core Work Required for Early Delivery”), which such construction is currently scheduled to be completed by May 1, 2017 (the “Early Delivery Date”); provided that Tenant does not thereby unreasonably interfere with Landlord’s construction of the balance of the Shell and Core Work and/or improvements for other tenants in the Building as a result of such occupancy. All provisions of this Lease shall be applicable during Tenant’s Early Occupancy except for Tenant’s maintenance obligation, the payment of Base Rent, and the payment of Additional Rent.

4.2 The Estimated Commencement Date set forth in Section 2.4 of this Lease represents an estimate of the actual Commencement Date. The Commencement Date shall be three (3) days after Tenant delivers written notice to Landlord of the Substantial Completion of the Tenant Improvements (defined in Exhibit D). If the Commencement Date is later than the Estimated Commencement Date specified in Section 2.4 above, this Lease shall not be void or voidable and Landlord and Tenant shall be entitled to the rights and remedies set forth in Sections 4.3 through 4.6. Landlord and Tenant shall confirm the Commencement Date in writing after the actual Commencement Date has been established. Notwithstanding the forgoing, if Substantial Completion of the Tenant Improvements occurs prior to December 1, 2017, then the Commencement Date shall not be earlier than December 1, 2017 unless Tenant elects to occupy and conduct business on one or more floors of the Premises prior to December 1, 2017.

4.3 If the Landlord fails to (i) complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date, or (ii) complete the Shell and Core Work by November 1, 2017 for any reason other than Tenant Delays or Changes (each as defined in Exhibit D), and Landlord’s failure to timely complete either of same is the proximate cause of Tenant’s inability to achieve Substantial Completion of the Tenant Improvements by the Estimated Commencement Date, then Tenant shall be entitled, commencing on December 1, 2017, to one (1) day of free Base Rent for each day of delay of the Commencement Date up through June 1, 2018. If the Commencement Date has not occurred by June 1, 2018, then Tenant may, in its sole discretion, elect to terminate this Lease without penalty. Notwithstanding anything herein to the contrary, such termination date shall not be subject to extensions for any reason whatsoever (including, without limitation, any force majeure delays described in Section 34 of the Lease). Any free Base Rent awarded herein shall be applied against the most immediate calendar months of the Term for which Base Rent is due. Landlord represents and warrants that it has received all applicable building permits for the Shell and Core Work to construct the Building (“Original Shell and Core Permits”), excepting modification to the Original Shell and Core Permits described in Section 4.6 below.

If the Landlord fails to (i) complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date, or (ii) complete the Shell and Core Work by November 1, 2017 due

 

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to Tenant Delays or Changes, then the Commencement Date shall be the Estimated Commencement Date.

4.4 If Tenant’s failure to achieve Substantial Completion of the Tenant Improvements by the Estimated Commencement Date is caused by (i) Landlord’s failure to complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date due to a Landlord Force Majeure Delay, or (ii) Landlord’s failure to complete the Shell and Core Work by September 1, 2017 due to a Landlord Force Majeure Delay, and either of such delay is the proximate cause of Tenant’s inability to achieve timely Substantial Completion, or (iii) a Tenant Force Majeure Delay (defined below), then the Estimated Commencement Date shall be extended by one day for each day of delay so caused. For purposes of this Lease, the term “Landlord Force Majeure Delay” means any actual delay in the timely completion of construction of either the Shell and Core Work Required for Early Delivery or the Core and Shell Work to the extent resulting from any act of God, fire or other casualty.

4.5 If Tenant fails to achieve Substantial Completion of the Tenant Improvements by the Estimated Commencement Date for any reason other than (i) Landlord’s failure to complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date and such failure is not caused by a Landlord Force Majeure Delay, or (ii) Landlord’s failure to complete the Shell and Core Work by September 1, 2017 and such failure is not caused by a Landlord Force Majeure Delay, and either of such delay is the proximate cause of Tenant’s inability to achieve timely Substantial Completion of the Tenant Improvements, or (iii) a Tenant Force Majeure Delay (defined below), then the Commencement Date of the Lease shall be January 1, 2018. For purposes of this Lease, the term “Tenant Force Majeure Delay” means any actual delay in achieving Substantial Completion of the Tenant Improvements to the extent resulting from any of the following (i) any act of God, fire or other casualty, or (ii) the failure of a governmental entity to issue any applicable permit or approval for the construction of the Tenant Improvements by April 15, 2017 (excepting Tenant Related Shell and Core Permit Delays described in Section 4.6 below), provided Tenant submits application for such permits and approvals on or before October 1, 2016 and uses commercially reasonable efforts to timely obtain such permits and approvals.

4.6 Notwithstanding anything to the contrary in this Article 4, if Tenant’s failure to achieve Substantial Completion of the Tenant Improvements by the Estimated Commencement Date is caused by (i) any delay arising out of a modification to the Original Shell and Core Permits required to incorporate any aspect of the Tenant Improvements, such as the relocation of the interstitial stairs or (ii) any delay arising out of Pioneer Square Preservation Board approvals of any aspect of the Tenant Improvements (collectively, a “Tenant Related Shell and Core Shell Permit Delay”) then: (i) the Commencement Date shall be tolled for up to 90 days, that is from December 1, 2017 to March 1, 2018 (until the date that Tenant actually obtains its certificate of occupancy for the Premises), and (ii) after March 1, 2018, if Tenant has not yet obtained such certificate of occupancy, then the Commencement Date shall occur, but Tenant shall pay 50% of the Base Rent and Additional Rent (but excluding all variable costs incurred due to occupancy) hereunder until the date that Tenant actually obtains its certificate of occupancy for the entire Premises.

Tenant understands and acknowledges that relocation of the interstitial stairs will require a modification to the Original Shell and Core Permits, and further understands and acknowledges

 

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that any changes to the exterior skin of the Building, deck re-design, or change in use of the 18th floor from retail to office must be approved by the Pioneer Square Preservation Board. Landlord and Tenant shall use commercially reasonable efforts to obtain approval of the modifications described in this Section 4.6.

4.7 Except for Tenant’s Early Occupancy, Landlord shall deliver possession of the Premises on the Commencement Date. Except with respect to latent defects in the Building (including the Premises), such matters as to which Tenant gave Landlord notice on or before the date that is 30 days after the Commencement Date, and except as otherwise expressly provided in this Lease, Tenant hereby agrees that by taking possession of the Premises, it shall have (i) accepted the Premises in its “as-is” condition and (ii) agreed that the Premises may be used for its intended purpose.

 

5. RENT

5.1 Definition and Payment of Rent. Tenant shall pay Landlord without notice the Base Rent, Tenant’s Pro Rata Share of Real Property Taxes and Operating Expenses, the Parking Fee, and any other amounts then due under this Lease from and after the Commencement Date, without deduction or offset, except as otherwise expressly provided in this Lease, in lawful money of the United States of America in advance on or before the first day of each month (or at other dates specified in this Lease) during the Term at Landlord’s Notice Address set forth Section 2.7, or to such other party or at such other place as Landlord may hereafter from time to time designate in writing. Tenant shall have the right to elect to make any such payment by ACH transfer to an account designated by Landlord. Rent for any partial month at the beginning or end of the Term shall be prorated. The term “Additional Rent” means Tenant’s Pro Rata Share of Real Property Taxes, Operating Expenses, the Parking Fee, and any other amounts due under this Lease. Tenant shall pay Landlord the first month’s Base Rent within six (6) months prior to the Estimated Commencement Date. Base Rent and Additional Rent are sometimes herein referred to collectively as “Rent” and all remedies applicable to the nonpayment of Rent shall be applicable thereto.

5.2 Additional Rent.

(a) Real Property Taxes. Tenant shall pay Landlord, as Additional Rent in the manner described below, an amount equal to Tenant’s Pro Rata Share of Real Property Taxes payable by Landlord for the Office Unit in any full or partial calendar year. “Real Property Taxes” shall mean real and personal property taxes, assessments, including omit tax, and other governmental impositions and charges of every kind and nature, now or hereafter imposed, including surcharges with respect thereto and interest thereon, if Landlord, at its sole option, elects to amortize assessments over a period exceeding one year, which may during the Term of this Lease be levied, assessed, imposed, or otherwise become due and payable with respect to the Office Unit, including the tenant improvements, and the Office Unit and all improvements, fixtures, and equipment thereon, or the use, occupancy or possession thereof; taxes on property of Tenant which have not been paid by Tenant directly to the taxing authority; any taxes levied or assessed upon or measured by the Condominium, the Premises, or the Office Unit, or any amounts received by Landlord in connection therewith or hereunder, but not including any federal or state net income, estate, or inheritance tax imposed upon the Landlord, all determined with respect to

 

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the period for which such taxes are (or would have been if timely levied) due and payable; and any taxes levied or assessed in lieu of, or as a substitute for, the foregoing in whole or part. Notwithstanding the foregoing, Real Property Taxes shall not include: (a) any inheritance, estate, succession, transfer, gift, franchise, or capital stock tax; (b) any gross or net income taxes; (c) any excise taxes imposed upon Landlord based upon gross or net rentals or other income received by it; or (d) Real Property Taxes assessed against the Property for periods of time prior to the Commencement Date. Landlord shall provide a copy of the tax bill to Tenant upon request. All special assessments shall be deemed paid by Landlord over the maximum payment period allowed by applicable law and Tenant shall be liable for its pro rata share of the minimum annual payment thereon. If, after Tenant shall have made a payment of real estate taxes, Landlord shall have received a refund of any portion of the real estate taxes, Landlord shall credit to Tenant an amount equal to Tenant’s proportionate share of the net refund, after deducting Tenant’s proportionate share of all reasonable expenses incurred in obtaining such refund. Notwithstanding the foregoing, if the Office Unit is sold within three years of the Commencement Date, and such sale causes an increase in real estate taxes, then real estate tax increases shall be capped at five percent (5) annually for the two years following such sale.

(b) Operating Expenses and Cap.

(1) Operating Expenses. Tenant shall pay Landlord as Additional Rent in the manner described below an amount equal to Tenant’s Pro Rata Share of the Building’s Operating Expenses payable by Landlord in any full or partial calendar year. “Operating Expenses” shall mean all reasonable expenses of Landlord for maintaining, operating and repairing (including replacement of systems due to wear and tear, but subject to the limits set forth herein) the Building, the property on which it is located and the personal property, if any, used in connection therewith, including, by way of illustration only, insurance premiums, utilities, costs to repair and maintain lighting, customary management fees and other expenses which, in accordance with generally accepted accounting and management practices, would be considered an expense of maintaining, operating or repairing the Building, the Office Unit’s allocable share of the Condominium’s common expenses under the Condominium’s Declaration, expenses of the Condominium directly allocated to the Office Unit under the Condominium’s declaration; excluding, however: (i) the cost of any special services rendered to individual tenants for which a separate charge is collected; (ii) leasing commissions and other leasing expenses; and (iii) costs of repairs, replacements or improvements that are required to be capitalized in accordance with GAAP, except that Operating Expenses shall include amortization over the useful life of such capital repairs, replacements or improvements made subsequent to the Commencement Date that are required by any law enacted after the Commencement Date, or that are designed with a reasonable probability of improving operating efficiency of the Building in a manner benefiting the tenants thereof; provided further, however, that in such later case, such amortization shall not exceed the reasonably expected savings in Operating Expenses.

Further, notwithstanding anything contained herein to the contrary, Operating Expenses shall not include (1) the initial costs of equipment properly chargeable to the capital account consisting of items of real estate in nature and the original costs of constructing the Common Areas; (2) attorneys’ fees, accounting fees and expenditures incurred in connection with negotiations, disputes and claims of other tenants or occupants of the Building; (3) expenses for

 

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which Landlord is reimbursed by another source (excluding tenant reimbursement for Operating Expenses) including repair or replacement of any item covered by warranty; (4) costs incurred to benefit (or as a result of) a specific tenant or items and services selectively supplied to any specific tenant; (5) expenses for the defense of the Landlord’s title to the Premises or the Building;(6) depreciation and amortization of the Building financing costs, including interest and principal amortization of debts; (7) charitable or political contributions; (8) any duplicate expenses or costs; (9) Costs incurred to investigate and remediate Hazardous Material (as defined in Section 37.1) contamination, exposure or release (including any Hazardous Material in the ground water or soil), provided such Hazardous Material was not stored, used or disposed of by Tenant; (10) costs to correct defects in the original design and construction of the Premises or the Building, or any latent defects therein for the five year period following the Commencement Date; (11) expenses paid directly by Tenant for any reason (such as excessive utility use); (12) any repair, rebuilding or other work necessitated by condemnation, fire, windstorm or other insured casualty or hazard; (13) any other amounts as a result of Landlord’s violation or failure to comply with any governmental regulations and rules or any court order, decree or judgment; (14) advertising expenses and other costs incurred in leasing or procuring new tenants; (15) rental on ground leases or other underlying leases; and (16) any employee salaries and other compensation and/or health benefits or other such benefits for the personnel of Landlord above the level of building manager or allocable to other projects.

Except as excluded above, and except as otherwise expressly provided in this Lease, the intent of the parties is to make Rent payable by Tenant and other tenants in the Building, if any, absolutely net to Landlord. If the Building is less than one hundred percent (100%) occupied during any year, Operating Expenses that vary in direct relation to occupancy shall be proportionately adjusted to reflect those costs which Landlord reasonably estimates would have been incurred, had the Building been one hundred percent (100%) occupied during such year (“Grossed-Up”). This “Grossed-Up” provision allows the Landlord to recover all Operating Expenses from the existing tenants in the Building, but in no event more than the actual Operating Expenses.

(2) Operating Expense Cap. Beginning in the year following the first year in which the Building is at least 90% occupied, Tenant’s Pro Rata Share of the Building’s Operating Expenses consisting of “Controllable Operating Expenses” (as hereinafter defined) shall not increase from one (1) calendar year to the next by more than five percent (5%) of the prior year’s Operating Expenses. The base year shall be the year in which 90% Building occupancy has been achieved and the Controllable Operating Expenses shall be annualized and Grossed-Up (based upon 100% occupancy). “Controllable Operating Expenses” shall mean all Operating Expenses, except for insurance premiums, utilities, all taxes including, without limitation, real estate taxes, personal property taxes and other governmental assessments and impositions, snow removal and non-recurring costs not within Landlord’s reasonable control that are not otherwise excluded from the definition of Operating Expenses. In no event shall there be any annual limit on increases to Tenant’s Proportionate Share of Operating Expenses which are not Controllable Operating Expenses.

(c) Equitable Adjustment to Tenant’s Pro Rata Share of Operating Expenses. In the event Tenant’s consumption of utilities exceeds building standard consumption (as applied

 

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uniformly to all similar tenants), Tenant’s Pro Rata Share of such utility, such as electricity or water, may be equitably adjusted.

(d) Manner of Payment. Tenant’s Pro Rata Share of Real Property Taxes and Operating Expenses, sometimes collectively referred to herein as “Additional Rent”:

(1) Landlord may reasonably estimate in advance the amounts Tenant shall owe for Additional Rent for any full or partial calendar year of the Term. Tenant shall pay such estimated amounts of Additional Rent, on a monthly basis, on or before the first day of each such calendar month, but no earlier than thirty (30) days after Tenant receives Landlord’s written estimate. Such estimate may be reasonably adjusted from time to time by Landlord, but no more frequently than twice each calendar year. The estimate for calendar year 2017 is approximately $13.11 per rentable square foot per year.

(2) Within ninety (90) days after the end of each calendar year, or as soon thereafter as practicable, but in no event later than one hundred twenty (120) days after the end of each calendar year, Landlord shall provide a statement (the “Statement”) to Tenant showing: (a) the amount of actual Additional Rent for such calendar year, with a listing of amounts for major categories of Operating Expenses, (b) any amount paid by Tenant toward such Additional Rent during such calendar year on an estimated basis and (c) any revised estimate of Tenant’s obligations for Additional Rent for the current calendar year.

(3) If the Statement shows that Tenant’s estimated payments were less than Tenant’s actual obligations for Additional Rent for such year, Tenant shall pay the difference. If the Statement shows an increase in Tenant’s estimated payments for the current calendar year, Tenant shall pay the difference between the new and former estimates, for the period from January 1 of the current calendar year through the month in which the Statement is sent. Tenant shall make any payments required by this Section 5.2(d)(3) within thirty (30) days after Landlord sends the Statement.

(4) If the Statement shows that Tenant’s estimated payments exceeded Tenant’s actual obligations for Additional Rent, Tenant shall receive a credit for the difference against payments of Rent next due. If the Term shall have expired and no further Rent shall be due, Tenant shall receive a refund of such difference, within thirty (30) days after Landlord sends the Statement.

(5) So long as Tenant’s obligations hereunder are not materially adversely affected thereby, Landlord reserves the right to reasonably change, from time to time, the manner or timing of the foregoing payments. In lieu of providing one (1) Statement covering Real Property Taxes and Operating Expenses, Landlord may provide separate statements, at the same or different times. No delay by Landlord in providing the Statement, or separate statements, shall be deemed a default by Landlord or a waiver of Landlord’s right to require payment of Tenant’s obligations for actual or estimated Real Property Taxes or Operating Expenses.

(e) Proration. If the Term commences other than on January 1, or ends other than on December 31, Tenant’s obligations to pay estimated and actual amounts towards Additional Rent for such first or final calendar year shall be prorated to reflect the portion of such

 

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years included in the Term. Such proration shall be made by multiplying the total estimated or actual, as the case may be, Additional Rent, for such calendar years by a fraction, the numerator of which shall be the number of days of the Term during such calendar year, and the denominator of which shall be 365. Other amounts payable or to be expended pursuant to this Lease on an annual or quarterly basis shall be similarly prorated.

(f) Landlord’s Records. The determination of Additional Rent shall be reasonably made by Landlord. Landlord or its agents shall keep records in reasonable detail showing all expenditures made or items enumerated above for a period of 3 years following each year of expenses, which records shall be available for inspection and copying by Tenant at its cost at any reasonable time on reasonable notice. Tenant shall have the right to audit Landlord’s books and records of Operating Expenses once each calendar year. If any such audit reveals that Landlord has overstated Operating Expenses by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable cost of the audit.

 

6. INTEREST AND LATE CHARGES

If Tenant fails to pay when due Rent or other amounts or charges which Tenant is obligated to pay under the terms of this Lease, the unpaid amounts shall bear interest at 12% per annum (“Interest Rate”), but not to exceed the maximum rate then allowed by law. Tenant acknowledges that the late payment of any Rent will cause Landlord to lose the use of that money and incur costs and expenses not contemplated under this Lease, including without limitation, administrative and collection costs and processing and accounting expenses, the exact amount of which is extremely difficult to ascertain. Therefore, in addition to interest, if any such installment is not received by Landlord within five (5) days from the date it is due, Tenant shall pay Landlord a late charge equal to three percent (3%) (the “Late Charge”) of such installment. Landlord and Tenant agree that the Late Charge represents a reasonable estimate of such costs and expenses and is fair compensation to Landlord for the loss suffered from such nonpayment by Tenant. Acceptance of the Late Charge or any interest accruing at the Interest Rate shall not constitute a waiver of Tenant’s default with respect to such nonpayment by Tenant nor prevent Landlord from exercising any other rights or remedies available to Landlord under this Lease. Notwithstanding the foregoing, for the first time in any calendar year that Tenant has failed to pay any such monthly installment of Base Rent, Additional Rent, or any other rental hereunder such interest and Late Charge shall not apply unless Tenant has failed to make such payments within ten (10) days of receipt of Landlord’s written notice of such delinquency. Landlord shall not be required to give Tenant such notice more than once in any calendar year prior to assessing such interest and Late Charge.

 

7. SECURITY DEPOSIT

No less than sixty (60) days prior to the Commencement Date, Tenant shall provide Landlord with a Letter of Credit (“LOC”) issued by Silicon Valley Bank in the amount of Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00) in the form of Exhibit K attached hereto and incorporated herein. The LOC must name Landlord as beneficiary to guarantee Tenant’s ability to pay all amounts due under Lease. Landlord may draw on the LOC in whole or in part and use proceeds for the payment of any sum due by Tenant under this Lease, if Tenant defaults in performing any of the terms of this Lease (and the same continues past the applicable notice and cure period). Such LOC shall be irrevocable, transferable without payment

 

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of any fee by the beneficiary and be payable upon presentation of the LOC. If Landlord draws on the LOC, Tenant shall deliver an additional LOC meeting the requirements of this provision. Provided there are then no uncured monetary defaults under the Lease, Tenant shall have the right to reduce the LOC to: (a) Two Million and No/100 Dollars ($2,000,000.00) after month six of the Term; (b) One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00) after month twelve of the Term; and (c) One Million and No/100 Dollars ($1,000,000.00) after month eighteen of the Term. Notwithstanding the foregoing, Landlord agrees to release the LOC requirement upon the first to occur of (i) the fortieth month anniversary of the Commencement Date, or (ii) Tenant’s receipt of at least Eighty Million and No/100 Dollars ($80,000,000.00) through an initial public offering.

As further security, and until such time that Tenant becomes a publicly traded company, Tenant shall provide quarterly financial certifications to Landlord reporting (a) trailing quarterly Adjusted EBITDA and (b) Available Cash Balances signed by Tenant’s Chief Financial Officer. For the purposes of this Lease Adjusted EBITDA shall mean earnings before Interest, taxes, depreciation and amortization, Plus: Stock Based Compensation and Other Non-Operating Income and/or Expense and Available Cash Balances shall mean unrestricted cash plus any unused availability of bank line of credit or term loans.

 

8. TENANTS USE OF THE PREMISES

8.1 Permitted Use. Tenant shall use the Premises solely for general office, and all uses that are ancillary to the foregoing. Tenant shall have access to the Premises 24 hours per day every day throughout the Term.

8.2 Except for the express permitted use hereunder, Tenant shall not use or occupy the Premises in violation of any law, or in violation of the certificate of occupancy issued for the Building or the declaration for the Condominium, and shall, upon notice from Landlord, promptly discontinue any use of the Premises which is declared by any governmental authority having jurisdiction to be a violation of law or of such certificate of occupancy. Tenant, at Tenant’s own cost and expense, shall comply with all laws, ordinances, regulations, rules and/or any directions of any governmental agencies or authorities having jurisdiction which shall, by reason of the particular nature of Tenant’s use or occupancy of the Premises, impose any duty upon Tenant with respect to the Tenant’s particular use of the Premises. A final and non-appealable judgment of any court of competent jurisdiction or the written admission by Tenant in any action or proceeding against Tenant that Tenant has violated any such laws, ordinances, regulations, rules and/or directions in the use of the Premises shall be deemed a conclusive determination of that fact as between Landlord and Tenant. A final and non-appealable judgment of any court of competent jurisdiction or the written admission by Landlord in any action or proceeding against Landlord that Landlord has violated any laws, ordinances, regulations, rules and/or directions in the use of the Building or Property shall be deemed a conclusive determination of that fact as between Landlord and Tenant. Tenant shall not do or permit to be done (except in connection with the express permitted use hereunder) anything which will invalidate or increase the cost of any fire, extended coverage or other insurance policy covering the Building, and shall comply with all rules, orders, regulations, requirements and recommendations of the Insurance Services Office, Inc. or any other nationally recognized organization performing a similar function. Tenant shall promptly upon demand reimburse Landlord for any additional premium charged for such policy by reason of

 

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Tenant’s failure to comply with the provisions of this Article 8. Tenant shall not do or permit anything to be done in or about the Premises or the Building which will materially obstruct or interfere with the rights of other tenants or occupants of the Building or injure them, or use or allow the Premises to be used for any unlawful purpose, nor shall Tenant cause, maintain or permit any nuisance (as defined by applicable law) in, on or about the Premises or the Building. Tenant shall not commit or suffer to be committed any waste (as defined by applicable law) in or upon the Premises or the Building.

 

9. SERVICES AND UTILITIES

9.1 Landlord agrees to furnish to the Premises during the Standard hours and days set forth below, and during such additional hours determined by Landlord in its reasonable discretion, and subject to the Rules and Regulations of the Building, electricity for normal office equipment, and heating, ventilation and air conditioning (“HVAC”) as required in Landlord’s reasonable judgment for the comfortable use and occupancy of the Premises, but in all cases consistent with those of Class A office buildings in downtown Seattle. Standard hours of operation are 7:00 a.m. to 6:00 p.m. Monday thru Friday and 7:00 a.m. to 12:00 p.m. on Saturdays, excluding legal holidays. If Tenant desires HVAC at any other time, Landlord shall use reasonable efforts to furnish such service upon reasonable notice from Tenant of not less than twenty-four (24) hours in advance of the requested usage. Tenant shall pay Landlord’s charges (current charge as of the date of the lease is $30.00 per hour per floor) therefore on demand. Landlord shall also maintain and keep lighted the common stairs, common entries and restrooms in the Building.

9.2 Landlord shall provide electricity to the Premises without additional charge up to the building standard electric load of six (6) watts per square foot of Rentable Area in the Premises, 1 watt for lighting and 5 watts for receptacle loads. In the event Tenant’s electrical load exceeds such building standard, Tenant’s Pro Rata Share of electricity may be equitably adjusted as set forth in Section 5(c). In the event Tenant’s electrical usage consistently exceeds the building standard, then Tenant shall elect to either (i) pay for the costs to install a separate electrical meter and pay all electrical costs above the building standard or (ii) agree to pay for all electricity on a connected load basis, without the installation of a separate meter. The connected load charge will be determined annually by a calculation made by an electrical engineer selected by Landlord and approved by Tenant, which approval shall not be unreasonably withheld, conditioned or delayed, and using the serving utility’s annual average rate per kilowatt-hour. The current consumption charge per 120 volt ampere, per month, of connected load above the building standard is $8.51 and the engineering formula used to calculate this charge, based on the serving utility’s current rates, is shown in Exhibit I attached hereto and incorporated herein.

If Tenant exceeds the building standard electric load of five (5) watts per square foot of Rentable Area in the Premises, or uses heat generating machines or equipment in the Premises which materially affect the temperature otherwise maintained by the HVAC system, Landlord reserves the right to install supplementary air conditioning units in the Premises and the cost thereof, including the cost of installation, operation and maintenance thereof shall be paid by Tenant to Landlord upon demand by Landlord. Tenant shall not connect any apparatus with electric current except through existing electrical outlets in the Premises.

 

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In the event there is Building common emergency power capacity available, and Tenant elects and Landlord consents, for Tenant to connect to the Building’s common emergency power system, Tenant shall pay Landlord a monthly charge at the rate of $0.0281 per watt per month of Tenant’s electrical load connected to the Building’s emergency power system (“Emergency Generator Access Charge”). The Emergency Generator Access Charge shall be invoiced to and payable by Tenant as Additional Rent and shall be fixed at the above rate/watt for the Initial Term of this Lease.

9.3 Tenant shall not consume water in excess of that typically consumed by an average office tenant. In the event Tenant’s water consumption materially exceeds such standard consumption, Tenant’s Pro Rata Share of water may be equitable adjusted as set forth in Section 5(c). In the event Tenant’s water usage consistently and materially exceeds that consumed by an average office tenant, then Tenant shall pay for the costs to install a separate water sub-meter and shall pay for Tenant’s water consumption costs as billed by Landlord at the serving utility rates, plus Landlord’s reasonable administrative charge (not to exceed 5% of the applicable cost) to cover the costs of reading the Tenant’s sub-meter and billing.

9.4 In the event a utility is separately metered pursuant to a Landlord provided sub-meter (as opposed to a sub-meter provided directly by a utility), nothing contained in this Article 9 shall restrict the Landlord’s right to equitably adjust charges captured by such sub-meter so that such charges are consistent with the prime meter for the Building for such utility. It is understood and acknowledged by both Landlord and Tenant that sub-metering technologies available may not be 100% accurate.

9.5 Nothing contained in this Article 9 shall restrict Landlord’s right to require at any time separate metering of utilities furnished to the Premises. In the event utilities are separately measured, Tenant shall pay promptly upon demand for all utilities consumed at utility rates charged by the local public utility plus any additional expense incurred by Landlord in keeping account of the utilities so consumed, not to exceed 5% of the applicable cost. Tenant shall be responsible for the maintenance and repair of any such meters at its sole cost.

9.6 The Building’s supplemental condenser system is currently sized to 100 tons (of which as of the date of this Lease zero (0) tons is currently being utilized). Tenant shall have the right to connect to and use the Building’s supplemental condenser system to the extent of then available capacity pursuant to plans and specifications that are mutually acceptable to Tenant and Landlord, with each party using its reasonable discretion and proceeding in a reasonably prompt manner. The charges for the condenser system are part of a common area maintenance pool that is not included in Operating Expenses. Accordingly, Tenant shall be separately charged for its use of the condenser system based on its actual use relative to other users of the condenser system. Landlord’s current charge is $28.00 per month per ton, and future charges shall only increase by the same percentage basis as any increase in Landlord’s actual cost of providing this service.

9.7 Landlord shall furnish elevator service, lighting replacement for Building standard lights, restroom supplies, window washing and janitor services in a manner that such services are customarily furnished to comparable Class A office buildings in the area and in accordance with the specifications attached hereto as Exhibit J.

 

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9.8 Landlord covenants that throughout the Term, the Building shall be served by (i) a proximity card access control system, (ii) a monitored digital camera network providing full perimeter coverage and coverage of portions of the interior Building Common Areas, (iii) on-site security officers who shall be present in the Building 24 hours per day throughout the Term to monitor system cameras, alarms and site conditions and (iv) elevators with lock-off capability to isolate the floors. Tenant will have the right to install its own security system within the Premises provided it grants Landlord emergency access to the Premises at all times and that such system is compatible with Landlord’s Lenel proximity card access control system.

9.9 Tenant shall have the right to construct new conduits, install cables, equipment and other related telecommunications facilities for Tenant’s network into the Building, in accordance with Exhibit D. As of the date of this Lease, two (2) demark rooms are provided to house telecommunications provider (“Carrier”) service entrances. Tenant’s Carriers will enter into a right of entry agreement with Landlord and install their service entrances to the demark room of their choice on a space available basis. Tenant shall be entitled to connect to any Carrier serving the Building at the demark rooms or, if the Carrier has extended its service access point to a common floor communications room, at the common floor communications room closest to Tenant’s MDF/IDF. Common floor communications rooms are exclusively for Carrier equipment and Tenant’s cross connects to its Carriers. All Tenant equipment, other than cross connect panels, must be located within Tenants MDF/IDF room(s) within Tenant’s Premises. The Landlord anticipates that the following Carriers will have service entrances serving the Building (or near the Building) by the Commencement Date: Comcast, Level 3/Time Warner, Verizon, Century Link, Wave Broadband/Spectrum Networks and Integra/ELI Telecommunications.

9.10 Tenant shall have the right to install a back-up emergency power generator having a capacity of up to 500KW, along with diesel fuel tanks, switchgear, transfer switch, and other appurtenant equipment (“Tenant’s Emergency Power System”) in the Building’s parking garage in a manner and location reasonably approved by Landlord. The costs associated with installation, operation, repair, maintenance, or replacement of Tenant’s Emergency Power System shall be borne solely by Tenant. Tenant shall not be required to pay any Rent for the physical space occupied by Tenant’s Emergency Power System, but Tenant shall be responsible for any and all costs imposed upon or incurred by Landlord as a result of the installation, operation, maintenance, or replacement of Tenant’s Emergency Power System and shall reimburse Landlord for all such costs within thirty (30) days of the date of Landlord’s presentation of a statement of such costs to Tenant. Tenant agrees to defend, indemnify and save Landlord harmless from an against any and all liabilities, losses, damages, costs, expenses, suits, judgments and claims by or on behalf of any person, firm, corporation or governmental authority, for injury or damage to person or property, of any nature and howsoever caused, arising during the Term and out of the use or operation of Tenant’s Emergency Power System, and Tenant shall reimburse and pay to Landlord, as Additional Rent, any and all costs, fees and expenses incurred by Landlord to remedy or repair and damage to the Building or its components or systems arising from or relating to the use of Tenant’s Emergency Power System; provided, however, Tenant’s obligations under this sentence shall not apply to the extent any such liabilities, losses, damages, costs, expenses, suits, judgments or claims arise out of the negligence or intentional misconduct of Landlord, its agents, contractor or employees. Notwithstanding the foregoing, Landlord shall pay for the cost to install a chain link fence around the generator.

 

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9.11 Except where Landlord is negligent or engages in willful misconduct, Landlord shall not be in default hereunder or be liable for any damages directly or indirectly resulting from, nor shall the Rent be abated by reason of (i) the installation, use or interruption of use of any equipment in connection with the furnishing of any of the foregoing services, (ii) failure to furnish or delay in furnishing any such services where such failure or delay is caused by accident or any condition or event beyond the reasonable control of Landlord (but in any such event Landlord shall take reasonable steps to provide for the resumption of such services to the extent the same is within Landlord’s control), or by the making of necessary repairs or improvements to the Premises or Building (but during the making of any such repairs or improvements, Landlord shall take reasonable steps to minimize the disruption), or (iii) the limitation, curtailment or rationing of, or restrictions on, use of water, electricity, gas or any other form of energy serving the Premises or Building that is required by a governmental agency or authority. Landlord shall not be liable under any circumstances for a loss of or injury to property or business, however occurring, through or in connection with or incidental to failure to furnish any such services, except that if any such utility is interrupted due to the negligence or willful misconduct of Landlord for a period longer than three (3) consecutive business days after Tenant gives Landlord written notice thereof, then all rent shall abate for the period commencing on the fourth (4th) consecutive business day after the aforementioned condition is met and ending on the earlier of (x) the date Tenant recommences using the applicable portion of the Premises, or (y) the date on which such utility service is restored.

9.12 Tenant shall have the right, at no additional charge, to install and operate one (1) satellite dish or antenna on the roof of the Building, provided, however, that prior to Tenant installing such dish or antenna, the parties shall enter into a commercially reasonable rooftop license agreement.

 

10. CONDITION OF THE PREMISES

Except as otherwise expressly provided in this Lease, Tenant’s taking possession of the Premises shall be deemed conclusive evidence that, as of the date of taking possession, the Premises are in good order and satisfactory condition, except for latent defects in the Building (including the Premises) and such matters as to which Tenant gave Landlord notice on or before the Commencement Date. No promise of Landlord to alter, remodel, repair or improve the Premises or the Building and no representation, express or implied, respecting any matter or thing relating to the Premises or the Building or this Lease (including, without limitation, the condition of the Premises or the Building) have been made to Tenant by Landlord or its brokers, other than as may be contained in this Lease, including any exhibit or addendum attached hereto.

 

11. CONSTRUCTION, REPAIRS AND MAINTENANCE

11.1 Landlord’s Obligations.

(a) Landlord shall maintain or cause to be maintained in good order, condition, and repair consistent with Class A buildings in the area, the Building and all Building Common Areas of the Condominium not the obligation of Tenant. Such repairs, replacements and maintenance shall include (without limitation): (a) the upkeep of the roof, roof membrane and roof systems (gutters, downspouts and the like), foundation, exterior walls, interior structural walls, and

 

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all structural components of the Premises, and the Building and (b) the maintenance and repair of all parking areas, sidewalks, landscaping and drainage systems on the Property and all utility systems (including mechanical, electrical, and HVAC systems) and plumbing systems which serve the Building as a whole and not a particular tenant’s premises. Landlord shall make all repairs under this Section promptly after Landlord learns of the need for such repairs but in any event within thirty (30) days after Tenant notifies Landlord of the need for such repairs (except when the repairs require more than thirty (30) days for performance and Landlord commences the repair within thirty (30) days and diligently pursues the repair to completion). In the case of a disagreement between the parties with respect to a party’s repair and maintenance obligations hereunder, either party may utilize the alternative dispute resolution procedure set forth in Exhibit D.

(b) Except as caused by the negligence or willful misconduct of Landlord or its agents, contractors, or employees or as otherwise expressly provided in this Lease, Landlord shall have no liability to Tenant nor shall Tenant’s obligations under this Lease be reduced or abated in any manner whatsoever by reason of any inconvenience, annoyance, interruption or injury to business arising from Landlord’s making any reasonable repairs or reasonable changes which Landlord is required or permitted by this Lease or by any other tenant’s lease or required by law to make in or to any portion of the Building or the Premises.

(c) Landlord shall do all acts required to comply with all applicable laws, ordinances, and rules of any public authority relating to Landlord’s maintenance obligations as set forth herein.

11.2 Tenant’s Obligations.

(a) Tenant shall maintain the interior, nonstructural portions of the Premises in good order, condition and repair, including the interior surfaces of the ceilings, walls and floors, all doors, all interior windows, all plumbing, pipes and fixtures, electrical wiring, switches and fixtures, building standard furnishings and special items and equipment installed by or at the expense of Tenant. All vendors performing such services on behalf of Tenant shall comply with the Vendor Work Rules attached hereto and incorporated herein as Exhibit F.

Notwithstanding any provision to the contrary, Tenant’s obligations under this Lease shall not include making: (a) any repair or improvement necessitated by the negligence or willful misconduct of Landlord, its agents, employees or servants; (b) any repair or improvement caused by Landlord’s failure to perform its obligations hereunder; or (c) any structural repairs, improvements or alterations to the Building.

(b) Tenant shall be responsible for all repairs and alterations in and to the Premises, the Building and the facilities and systems thereof, the need for which arises out of (i) Tenant’s use or occupancy of the Premises, (ii) the installation, removal, use or operation of Tenant’s Property in the Premises, (iii) the moving of Tenant’s property into or out of the Building, or (iv) the negligence or intentional misconduct of Tenant, its agents, contractors, employees or invitees.

 

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(c) If Tenant fails to maintain the Premises in the manner required under the Lease, Landlord shall give written notice to Tenant to do such acts as are reasonably required to so maintain the Premises in the manner required under the Lease. If Tenant fails to promptly commence such work within thirty days’ after written notice from Landlord, and thereafter diligently prosecute it to completion, then Landlord shall have the right to do such acts and expend such reasonable funds at the expense of Tenant as are reasonably required to perform such work. Any reasonable amount so expended by Landlord shall be paid by Tenant promptly after demand with interest at the Interest Rate. Landlord shall have no liability to Tenant for any damage, inconvenience, or interference with the use of the Premises by Tenant as a result for performing any such work.

(d) Tenant shall do all acts required to comply with all applicable laws, ordinances, and rules of any public authority relating to Tenant’s maintenance obligations as set forth herein.

(e) Deleted.

(f) Tenant shall not place a load upon any floor of the Premises which exceeds the load per square foot which such floor was designed to carry, as reasonably determined by Landlord or Landlord’s structural engineer. If Tenant has exceeded that load, then the reasonable, actual, out of pocket cost of any such determination made by Landlord’s structural engineer shall be paid for by Tenant upon demand. Tenant shall not install business machines or mechanical equipment which causes noise or vibration to such a degree as to be objectionable to Landlord or other Building tenants.

(g) Tenant shall give Landlord prompt notice of any damage to or defective condition in any part or appurtenance of the Premises’ mechanical, electrical, plumbing, HVAC or other systems serving, located in, or passing through the Premises, to the extent that Tenant actually knows of any such damage or condition.

(h) Upon the expiration or earlier termination of this Lease, Tenant shall return the Premises to Landlord broom clean and in the condition that Tenant is obligated to keep the Premises pursuant to this Lease, except for normal wear and tear and damage caused by casualty. Any damage to the Premises, including any structural damage, resulting from Tenant’s negligence or from the removal of Tenant’s fixtures, furnishings and equipment pursuant to Section 13 shall be repaired by Tenant at Tenant’s expense. Tenant shall, if required by Landlord at that time, remove all interior stairwells and all cabling.

 

12. ALTERATIONS AND ADDITIONS

12.1 Except as set forth herein, Tenant shall not make any additions, alterations or improvements to the Premises without obtaining the prior written consent of Landlord. Landlord’s consent will not be unreasonably withheld, conditioned or delayed. With respect to plans relating to interior, nonstructural alterations that do not affect the structure or any building wide systems, in the event that Landlord shall fail to respond to Tenant’s

 

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plans within 30 days of Landlord’s receipt thereof, such plans shall be deemed approved. With respect to plans which affect the structure or any building wide systems, in the event that Landlord shall fail to respond to Tenant’s plans within 60 days of Landlord’s receipt thereof, such plans shall be deemed approved. Landlord’s consent must contain Landlord’s selection regarding whether it will require Tenant to remove any such additions, alterations or improvements upon the expiration of the Term and to restore the Premises to the same condition as on the date Tenant took possession. If Landlord’s consent does not contain such selection, Tenant shall not be required to remove such additions, alterations or improvements at the expiration of the Term. All work with respect to any addition, alteration or improvement shall: (i) be done in a good and workmanlike manner, (ii) diligently prosecuted to completion, and (iii) paid for in a timely manner.

12.2 Tenant shall pay the costs of any work done on the Premises pursuant to Section 12.1 and shall keep the Premises and Building free and clear of liens of any kind due to Tenant. Tenant shall indemnify, defend against and keep Landlord free and harmless from all liability, loss, damage, costs, attorneys’ fees and any other expense incurred on account of claims by any person performing work or furnishing materials or supplies for Tenant or any person claiming under Tenant.

12.3 Tenant shall keep Tenant’s leasehold interest, and any additions or improvements which are or become the property of Landlord under this Lease, free and clear of all attachment or judgment liens. Before the actual commencement of any work having an estimated cost in excess of $25,000, Tenant shall give Landlord ten (10) business days’ advance notice of the intended commencement date for such work to enable Landlord to post notices of non-responsibility or any other notices which Landlord deems necessary for the proper protection of Landlord’s interest in the Premises, and Landlord shall have the right to enter the Premises upon advance reasonable notice and post such notices at any reasonable time.

12.4 Landlord may require, at Landlord’s sole option, that Tenant provide to Landlord, at Tenant’s expense, a lien and completion bond or other security reasonably acceptable to Landlord in an amount equal to at least one and one-half (1  12) times the total estimated cost of any additions, alterations or improvements to be made in or to the Premises, to protect Landlord against any liability for mechanic’s and material men’s liens and to insure timely completion of the work. Nothing contained in this Section 12.2 shall relieve Tenant of its obligation under Section 12.1 to keep the Premises, Building and Project free of all liens.

12.5 Notwithstanding anything to the contrary contained in this Article 12, Tenant shall be entitled, from time to time throughout the Term, without being required to obtain Landlord’s consent (i) to make any cosmetic alternations to the Premises (such as painting and carpeting) and (ii) upon prior notice to Landlord, to make any alterations, additions or improvements to the Premises that do not affect the structure of the Building or Building systems, do not have a material adverse impact on other tenants of the Building, and cost less than $25,000 per project.

12.6 Unless their removal is required by Landlord as provided in Section 12.1, all additions, alterations and improvements made to the Premises shall become the property of Landlord and be surrendered with the Premises upon the expiration of the Term; provided, however, Tenant’s equipment, machinery and trade fixtures shall remain the property of Tenant and may be removed, subject to the provisions of Section 13.2, provided that Tenant repairs any damage resulting therefrom.

 

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12.7 With respect to the initial Tenant Improvements (Work Letter Exhibit D), Landlord shall provide to Tenant CAD drawings of the Premises and has funded $9,000 to Tenant as a space planning allowance (the “Space Planning Allowance”). In addition to the Space Planning Allowance, in connection with the construction of the Tenant Improvements, Landlord will provide Tenant with a Tenant Improvement Allowance in an amount not to exceed Ninety-Five and No/100 Dollars ($95.00)/RSF for floors 13 through 18 (excluding the 18th floor deck space only, which is 4,443 square feet of deck area) and $100,000 to improve the 18th floor deck space. In addition, the Tenant Improvement Allowance will also include an amount not to exceed $66.50/RSF for the Expansion Space (12th floor). The Tenant Improvement Allowance may be used for the Construction Costs of the Tenant Improvements, moving expenses, design, permits and fees, data and phone cabling, furniture, fixtures and equipment, and signage.

 

13. TENANT’S PROPERTY

13.1 All fixtures, equipment, improvements and appurtenances attached to or built into the Premises at the commencement of or during the Term, whether or not by or at the expense of Tenant, shall be and remain a part of the Premises, shall be the property of Landlord and shall not be removed by Tenant, except as expressly provided in Section 13.2.

13.2 All movable partitions, business and trade fixtures, machinery and equipment, communications equipment and office equipment located in the Premises and acquired by or for the account of Tenant, without expense to Landlord, which can be removed without non-repairable structural damage to the Building, and all furniture, furnishings and other articles of movable personal property owned by Tenant and located in the Premises (collectively “Tenant’s Property”) shall be and shall remain the property of Tenant and may be removed by Tenant at any time during the Term; provided that if any of Tenant’s Property is removed, Tenant shall promptly repair any damage to the Premises or to the Building resulting from such removal. Tenant may also, at its expense, remove from the Premises all items that are indicative of Tenant’s business, and otherwise “de-identify” the Premises, as Tenant reasonably believes necessary or appropriate for the protection of Tenant’s interest in Tenant’s trademarks, trade names, or copyrights, provided Tenant shall repair any damage to the Premises caused by the removal of Tenant’s trade fixtures, furnishings and equipment, which repair shall include the patching and filling of holes. In no event shall Tenant remove, or be required to remove, any restrooms, flooring (excluding raised floors), ceilings, walls, electrical or HVAC systems.

 

14. RULES AND REGULATIONS

Tenant, including, without limitation, its officers, partners, members, agents, employees and independent contractors, shall comply with the rules and regulations attached hereto as Exhibit C and incorporated herein and with such reasonable modifications thereof and additions thereto as Landlord may from time to time make; provided, however, any such modifications and additions shall not materially increase Tenant’s obligations, or materially decrease Tenant’s rights, under this Lease. Landlord shall not be responsible for any violation of said rules and regulations by other tenants or occupants of the Building, but Landlord shall make commercially reasonable efforts to uniformly enforce the same.

 

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15. CERTAIN RIGHTS RESERVED BY LANDLORD

15.1 Landlord reserves the following rights, exercisable without liability to Tenant for (1) damage or injury to property, person or business, (2) causing an actual or constructive eviction from the Premises, or (3) disturbing Tenant’s use or possession of the Premises:

(a) To name the Building and to change the name or street address of the Building; provided, however, Landlord shall promptly reimburse Tenant for any reasonable expenses incurred by Tenant in changing its stationery and business cards, not to exceed $2,000; and provided further, that so long as Tenant leases fifty percent (50%) or more of the Rentable Square Feet of the Building, the name of the Building shall be “Avalara Hawk Tower” and Landlord may not change it;

(b) Except as otherwise provided in Article 36, to install and maintain all signs on the exterior and interior of the Building and Project, but not within the Premises;

(c) To have pass keys to the Premises and all doors within the Premises, excluding Tenant’s vaults and safes;

(d) At any time during the Term, and on 24 hours advance notice to Tenant, (i) to inspect the Premises, (ii) to show the Premises to any prospective purchaser or mortgagee of the Project, or to any assignee of any mortgage on the Project, and (iii) to show the Premises to prospective tenants thereof; and

(e) To enter the Premises at reasonable times and upon 24 hours advance notice (except in the event of emergency) for the purpose of making inspections, repairs, alterations, additions or improvements to the Premises or the Building (including, without limitation, checking, calibrating, adjusting or balancing controls and other parts of the HVAC system), and to take all steps as may be necessary or desirable, in the Landlord’s reasonable discretion, for the safety, protection, maintenance or preservation of the Premises or the Building or Landlord’s interest therein, or as may be necessary or desirable, in the Landlord’s reasonable discretion, for the operation or improvement of the Building or in order to comply with laws, orders or requirements of any governmental authority. When entering or performing any repair or other work in the Premises, Landlord, its agents, employees and/or contractors: (a) shall identify themselves to Tenant’s personnel immediately upon entering the Premises, and (b) shall not, in any material way, affect, interrupt or interfere with Tenant’s use, business or operations on the Premises or obstruct the visibility of, or access to, the Premises.

15.2 Landlord agrees to use its best efforts to minimize any interference with Tenant’s business in the Premises in the course of any entry conducted pursuant to this Lease.

Notwithstanding anything contained herein to the contrary, Landlord’s, its agents’, employees’ or contractors’ entry onto the Premises, or any repair or work performed thereon, shall not in any way materially or unreasonably affect or interrupt with Tenant’s use, business or operations on the Premises or obstruct the ingress and egress to or the visibility of Tenant’s exterior signage.

 

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16. ASSIGNMENT AND SUBLETTING

16.1 No assignment of this Lease or sublease of all or any part of the Premises shall be permitted, except as provided in this Article 16.

16.2 Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, assign or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof, or permit the use of the Premises by any party other than Tenant. Any of the foregoing acts effectuated without such consent shall be void. It shall be reasonable for Landlord to withhold consent if: (i) any proposed subtenant or assignee is, under a commercially reasonable standard, not sufficiently financially responsible to perform its obligations under the proposed assignment or sublease; (ii) the proposed assignee or subtenant is a tenant in the Project or has viewed or negotiated to lease space in the Project during the most recent six (6) month period; or (iii) occupancy by such assignee or subtenant would violate an exclusive agreement entered into by Landlord; provided further, however, that the foregoing are merely examples of reasons for which Landlord may withhold its approval and shall not be deemed exclusive of any permitted reasons for reasonably withholding approval, whether similar or dissimilar to the foregoing examples. This Lease shall not, nor shall any interest of Tenant herein, be assignable by operation of law without the written consent of Landlord.

16.3 If at any time or from time to time during the Term Tenant desires to assign this Lease or sublet all or any part of the Premises, Tenant shall give notice to Landlord setting forth the terms and provisions of the proposed assignment or sublease, and the identity of the proposed assignee or subtenant. Tenant shall promptly supply Landlord with such information concerning the business background and financial condition of such proposed assignee or subtenant as Landlord may reasonably request. Tenant may assign the Lease or sublet such space to such proposed assignee or subtenant on the following further conditions:

(a) Landlord shall have the right to approve such proposed assignee or subtenant, in Landlord’s reasonable discretion;

(b) The assignment or sublease shall be on the same material terms set forth in the notice given to Landlord;

(c) No assignment or sublease shall be valid and no assignee or sublessee shall take possession of the Premises until an executed counterpart of such assignment or sublease has been delivered to Landlord;

(d) No assignee or sublessee shall have a further right to assign or sublet except on the terms herein contained; and

(e) Tenant shall pay to Landlord as Additional Rent under this Lease, without affecting or reducing any other obligations of Tenant hereunder, fifty percent (50%) of any sums or other economic consideration received by Tenant as a result of such assignment or subletting, however denominated under the assignment or sublease, which exceed, in the aggregate, (i) the total sums which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased), plus (ii) any real estate brokerage

 

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commissions or fees, leasehold improvement expenses and reasonable legal fees payable by Tenant in connection with such assignment or subletting, as well as any rental abatements and other economic concessions provided by Tenant in connection therewith, shall be paid to Landlord as Additional Rent under this Lease without affecting or reducing any other obligations of Tenant hereunder.

16.4 Notwithstanding anything to the contrary contained in this Article 16, Tenant may assign this Lease or sublet the Premises or any portion thereof, without Landlord’s consent, to (1) any entity which controls, is controlled by or is under common control with Tenant, or (2) any entity resulting from a merger or consolidation with Tenant, or (3) any person or entity which acquires all or substantially all of Tenant’s equity interests or assets, provided that (i) any assignee assumes, in full, the obligations of Tenant under this Lease, (ii) Tenant remains fully liable under this Lease, and (iii) the use of the Premises under Article 8 remains unchanged. Each of the foregoing (1), (2), and (3) are a “Permitted Transfer.” For the avoidance of doubt, the provisions of Section 16.3 shall not apply to any sublease or assignment effectuated pursuant to this Section 16.4. For avoidance of doubt, for the purpose of this Lease, any sale or transfer of Tenant’s capital stock through any public exchange, or redemption or issuance of additional stock of any class shall not be deemed an assignment, subletting or any other transfer of the Lease or the Premises.

16.5 No subletting or assignment shall release Tenant of Tenant’s obligations under this Lease or alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. The acceptance of Rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default beyond applicable notice and cure periods by an assignee or subtenant of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee, subtenant or successor. Landlord may consent to subsequent assignments of this Lease or sublettings without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and any such actions shall not relieve Tenant of liability under this Lease.

16.6 If Tenant requests the consent of Landlord to any proposed assignment or subletting, then Tenant shall, prior to Landlord’s review, pay Landlord an administrative fee of One Thousand No/100 Dollars ($1,000.00). In addition, Tenant shall pay on demand all reasonable attorneys’ fees incurred by Landlord in connection with such request, up to $2,500.

 

17. HOLDING OVER

If after expiration of the Term, Tenant remains in possession of the Premises with Landlord’s permission (express or implied), Tenant shall become a tenant from month to month only, upon all the provisions of this Lease (except as to Term and Base Rent), but the installments of monthly Base Rent payable by Tenant shall be increased to one hundred twenty-five percent (125%) of the installments of monthly Base Rent payable by Tenant at the expiration of the Term. Such Base Rent shall be payable in advance on or before the first day of each month. If either party desires to terminate such month to month tenancy, it shall give the other party not less than thirty (30) days advance written notice of the date of termination.

 

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18. SURRENDER OF PREMISES

18.1 Tenant shall peaceably surrender the Premises to Landlord upon the expiration or early termination of the Term, in broom-clean condition and in the condition Tenant is required to keep the Premises hereunder, except for (i) reasonable wear and tear, (ii) loss by fire or other casualty and (iii) loss by condemnation. Tenant shall, on Landlord’s request, remove Tenant’s personal property on or before the expiration of the Term and promptly repair all damage to the Project, Building or Premises caused by such removal.

18.2 If Tenant abandons (within the meaning of Section 27.1(a)) or surrenders the Premises, or is dispossessed by process of law, any of Tenant’s Property left on the Premises shall be deemed to be abandoned, and at Landlord’s option, title shall pass to Landlord under this Lease as by a bill of sale. If Landlord elects to remove all or any part of such Tenant’s Property, the reasonable cost of removal, including repairing any damage to the Premises or Building caused by such removal shall be paid by Tenant, excluding any such damage caused by the negligence or intentional misconduct of Landlord, its agents, contractor or employees. Upon the expiration or early termination of the Term, Tenant shall surrender all keys to the Premises.

 

19. DESTRUCTION OR DAMAGE

19.1 If all or any portion of the Premises becomes untenantable by fire or other casualty to the Premises, the Building required for use of the Building (collectively a “Casualty”), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a reasonable written estimate of the amount of time required using standard working methods to substantially complete the repair and restoration of the Premises and any Building Common Areas necessary to provide parking for and/or access to the Premises (“Completion Estimate”). If the Completion Estimate indicates that the Premises or any Building Common Areas necessary to provide parking for and/or access to the Premises cannot be restored within 270 days from the date the repair is started, then either party shall have the right to terminate this Lease upon written notice to the other within 10 days after receipt of the Completion Estimate. In addition, Landlord, by notice to Tenant within 90 days after the date of the Casualty, shall have the right to terminate this Lease if the Premises have been “Materially Damaged” and there is less than 1 year of the Term remaining on the date of the Casualty. As used in this Section 19.1, the term “Materially Damaged” means any damage to the Premises that would cost more than $2,000,000 (in 2017 Dollars) to restore. Further, notwithstanding anything to the contrary contained in this Lease, in the event of damage or destruction to the Premises or the Building, Tenant shall have the right to terminate this Lease under the following conditions: (a) the damage or destruction is caused by a peril not required to be insured against hereunder; or (b) the damage or destruction occurs during the last year of the Term and the cost to either party to repair such damage would cost more than $2,000,000 (in 2017 dollars).

19.2 If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, restore the Premises and Building Common Areas, excluding the Tenant Improvements. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except for modifications required by law.

 

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19.3 Following Landlord’s restoration work, Tenant shall, at its sole expense, restore any Tenant Improvements performed by or for the benefit of Tenant; and Landlord shall assign any right it may have to insurance proceeds for the Tenant Improvements to Tenant. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant’s business resulting in any way from the Casualty or the repair thereof. During any period of time that all or a material portion of the Premises or Common Areas is rendered untenantable as a result of a Casualty, the Rent shall abate for the portion of the Premises or Common Areas that is untenantable and not used by Tenant for the operation of its business.

 

20. EMINENT DOMAIN

20.1 If the whole of the Building is lawfully taken by condemnation or in any other manner for any public or quasi-public purpose, this Lease shall terminate as of the date of such taking, and Rent shall be prorated to such date. If less than the whole of the Building or Premises is so taken, this Lease shall be unaffected by such taking, provided that (i) Tenant shall have the right to terminate this Lease by notice to Landlord given within ninety (90) days after the date of such taking if in Tenant’s reasonable opinion, the remaining area of the Building or Premises is not reasonably sufficient for Tenant to continue the unimpaired operation of its business in a manner similar to that conducted immediately prior to the taking, and (ii) Landlord shall have the right to terminate this Lease by notice to Tenant given within ninety (90) days after the date of such taking if more than 20% of the Building is taken. If either Landlord or Tenant so elects to terminate this Lease, this Lease shall terminate on the thirtieth (30th) day after either such notice. Notwithstanding anything contained herein to the contrary, if the restoration of the Premises, or the Building is not commenced within thirty (30) days of Landlord’s receipt of the condemnation award or is not completed within 365 days from the Condemnation Date, then Tenant may terminate this Lease at any time before Landlord completes the restoration. The Rent shall be prorated to the date of termination and the Base Rent and Tenant’s Pro Rata Share of Additional Rent shall be equitably adjusted according to the remaining Rentable Area of the Premises and Building. If this Lease continues in force upon such partial taking, the Base Rent and Tenant’s Pro Rata Share of Additional Rent shall be equitably adjusted according to the remaining Rentable Area of the Premises and Building.

20.2 In the event of any taking, partial or whole, all of the proceeds of any award, judgment or settlement payable by the condemning authority shall be the exclusive property of Landlord, and Tenant hereby assigns to Landlord all of its right, title and interest in any award, judgment or settlement from the condemning authority. Tenant, however, shall have the right, to the extent that Landlord’s award is not reduced or prejudiced, to claim from the condemning authority (but not from Landlord) such compensation as may be recoverable by Tenant in its own right for relocation expenses and damage to Tenant’s Property.

20.3 In the event of a partial taking of the Premises or Building Common Areas which does not result in a termination of this Lease, Landlord shall restore the remaining portion of the Premises and Building Common Areas as nearly as practicable to their condition prior to the condemnation or taking, including the Tenant Improvements. Tenant shall be responsible at its sole cost and expense for the repair, restoration and replacement of Tenant’s Property.

 

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21. INDEMNIFICATION

21.1 Tenant shall indemnify and hold Landlord harmless against and from liability and claims of any kind for loss or damage to property of Tenant or any other person, or for any injury to or death of any person, to the extent arising out of: (1) Tenant’s use and occupancy of the Premises, or any work, activity or other things allowed or suffered by Tenant to be done in, on or about the Premises; (2) any breach or default by Tenant of any of Tenant’s obligations under this Lease; (3) the negligent use of the Building Common Areas, and other facilities that are in the Building by the Tenant’s agents, employees, independent contractors and invitees, (4) the negligent use of the exercise facilities by the Tenant’s employees, or (5) any negligent or otherwise tortious act or negligent omission of Tenant, its agents, employees, invitees or independent contractors within the Building. Tenant shall at Tenant’s expense, and by counsel reasonably satisfactory to Landlord, defend Landlord in any action or proceeding arising from any such claim and shall indemnify Landlord against all costs, reasonable attorneys’ fees, expert witness fees and any other expenses incurred in such action or proceeding. Notwithstanding any conflicting provision of this Lease, Tenant shall not have any obligation to indemnify Landlord pursuant to the foregoing provisions of this Section 21.1 or any other provision of this Lease to the extent such liability, damage, loss, claim, cost or expense arises from the negligence or otherwise tortious act or omission of Landlord, its employees, agents, invitees or contractors, or from Landlord’s breach of this Lease or violation of applicable law.

21.2 Landlord shall indemnify, defend and hold Tenant harmless from any liability, loss, cost, expense or claim (including reasonable attorneys’ fees) of any nature resulting from any injury to person or damage to property arising from (i) the negligence or willful misconduct of Landlord, its employees, independent contractors, agents, or invitees, (ii) any activities conducted on or about the Premises by anyone other than Tenant, Tenant’s invitees, employees, independent contractors or agents, (iii) any breach of default by Landlord of any of Landlord’s obligations under this Lease, (iv) injuries occurring in the Common Areas or any other portion of the Building outside the Premises; or (v) the failure of any representation or warranty made by Landlord herein to be true when made. Landlord shall at Landlord’s expense, and by counsel reasonably satisfactory to Tenant, defend Tenant in any action or proceeding arising from any such claim and shall indemnify Tenant against all costs, reasonable attorneys’ fees, expert witness fees and any other expenses incurred in such action or proceeding. Notwithstanding any conflicting provision of this Lease, Landlord shall not have any obligation to indemnify Tenant pursuant to the foregoing provisions of this Section 21.2 or any other provision of this Lease to the extent such liability, damage, loss, claim, cost or expense arises from the negligence or otherwise tortious act or omission of Tenant, its employees, invitees, agents, or contractors.

21.3 When the claim is caused by the joint negligence or willful misconduct of Tenant and Landlord or Tenant and a third party unrelated to Tenant (except Tenant’s agents, officers, employees, independent contractors or invitees), Tenant’s duty to indemnify and defend shall be proportionate to Tenant’s allocable share of joint negligence or willful misconduct. When the claim is caused by the joint negligence or willful misconduct of Tenant and Landlord or Landlord and a third party unrelated to Landlord (except Landlord’s agents, officers, employees, independent contractors or invitees), Landlord’s duty to indemnify and defend shall be proportionate to Landlord’s allocable share of joint negligence or willful misconduct.

 

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21.4 In the absence of comparative or concurrent negligence on the part of the party claiming indemnity under this Section 21 or its employees, independent contractors, agents, independent contractors, or invitees, the foregoing indemnity shall also include reasonable costs, expenses and attorney’s fees incurred in successfully establishing the right to indemnity. The indemnifying party shall have the right to assume the defense of any claim subject to this indemnity with counsel reasonably satisfactory to the indemnified party. The indemnified party agrees to cooperate fully with the indemnifying party and its counsel in any matter where the indemnifying party elects to defend, provided the indemnifying party shall promptly reimburse the indemnified party for reasonable costs and expenses incurred in connection with its duty to cooperate.

21.5 Except as otherwise provided in this Lease, and except to the extent caused by the negligence or intentional misconduct of Landlord, its agents, contractors or employees, breach of this Lease, or violation of applicable law, Landlord shall not be liable for injury or damage which may be sustained by the person or property of Tenant, its agents, officers, employees, independent contractors or invitees, or any other person in or about the Premises, caused by or resulting from fire, steam, electricity, gas, water or rain which may leak or flow from or into any part of the Building or Premises, or from the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, whether such damage or injury results from conditions arising upon the Premises or upon other portions of the Building or from other sources. Landlord shall not be liable for any damages arising from any act or omission of any other tenant of the Building.

21.6 The duties and obligations of the Tenant and Landlord to defend and indemnify the other pursuant to this Section 21 shall survive termination or expiration of this Lease.

The indemnification obligations contained in this Lease shall not be limited by any worker’s compensation, benefit or disability laws, and each indemnitor hereby waives any immunity that said indemnitor may have under the Industrial Insurance Act, Title 51 RCW and any similar or successor worker’s compensation, benefit or disability laws. This waiver is for the exclusive benefit of the party to be indemnified hereunder and is not intended, and shall not be construed, to be for the benefit of any employee of any indemnitor hereunder.

 

22. INSURANCE

22.1 All insurance required to be carried by Tenant hereunder shall be issued by responsible insurance companies qualified to do business in the State of Washington. Each commercial general liability policy shall name Landlord, and at Landlord’s request any mortgagee of Landlord, as an additional insured, as their respective interests may appear, which requirement Tenant has satisfied pursuant to Tenant’s blanket additional insured status provision set forth in its “technology Xtend endorsement.” Each policy shall contain (i) a separation of insureds clause, (ii) a provision that such policy and the coverage evidenced thereby shall be primary and non-contributing with respect to any policies carried by Landlord and that any coverage carried by Landlord shall be excess insurance, and (iii) a waiver by the insurer of any right of subrogation against Landlord, its agents, officers, employees, independent contractors or invitees, which arises or might arise by reason of any payment under such policy or by reason of any act or omission of Landlord, its agents, officers, employees, independent contractors or invitees. A certificate of insurance evidencing the existence and amount of each insurance policy required hereunder shall

 

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be delivered to Landlord before the date Tenant is first given the right of possession of the Premises, and thereafter no less than ten (10) days’ after the renewal of any such policy, and Tenant shall immediately furnish Landlord with renewal certificates of insurance. Tenant agrees that if Tenant does not take out and maintain such insurance, and if such failure continues for five (5) business days after Tenant receives written notice of such failure, Landlord may (but shall not be required to) procure said insurance on Tenant’s behalf and charge the Tenant the premiums together with a five percent (5%) handling charge, payable upon demand. Tenant shall have the right to provide such insurance coverage pursuant to blanket policies obtained by the Tenant, provided such blanket policies expressly afford coverage to the Premises, Landlord, Landlord’s mortgagee and Tenant as required by this Lease.

22.2 Beginning on the date Tenant is given access to the Premises for any purpose and continuing until the expiration of the Term, Tenant shall procure, pay for and maintain in effect policies of property insurance covering (i) all Tenant Improvements (including any alterations, additions or improvements as may be made by Tenant pursuant to the provisions of Article 12 hereof), and (ii) trade fixtures, merchandise and other personal property from time to time in, on or about the Premises and owned by Tenant, in the amount not less than one hundred percent (100%) of their estimated replacement cost from time to time, providing protection against peril set forth in ISO form CP 10 30, “Causes of Loss – Special Form.” The Landlord shall be listed as a loss payee. The proceeds of such insurance shall be used for the repair or replacement of the property so insured. Upon termination of this Lease following a casualty as set forth herein, the proceeds under (i) shall be paid to Landlord, and the proceeds under (ii) above shall be paid to Tenant.

22.3 Beginning on the date Tenant is given access to the Premises for any purpose and continuing until the expiration of the Term, Tenant shall procure, pay for and maintain in effect workers’ compensation insurance as required by law and commercial general liability insurance with respect to the construction of improvements on the Premises, the use, operation or condition of the Premises and the operation of Tenant in, on or about the Premises, providing personal injury and broad form property damage coverage for not less than Three Million Dollars ($3,000.000.00) combined single limit for bodily injury, death and property damage liability.

22.4 Tenant shall, from time to time, but no more frequently than once every three (3) years, re-evaluate its insurance limits hereunder, and increase any such limits to the extent reasonably necessary so as to keep Tenant’s insurance limits consistent with similar tenants in Class A office buildings in downtown Seattle.

22.5 Landlord shall procure and maintain at all times during the Term of this Lease a policy or policies of “special form” property insurance covering loss or damage to the Premises and Building, as well as all Landlord owned trade fixtures, merchandise and other personal property from time to time located in, on or about the Building, with extended coverage endorsements, in the amount not less than one hundred percent (100%) of their estimated replacement cost from time to time, providing protection against any peril included within the Cause of Loss – Special Form, together with insurance against wind, flood and earthquake. Such insurance shall cover improvements in the Premises to the extent that the same are customarily insurable as part of realty, but shall not cover the Tenant Improvements or Tenant’s moveable trade fixtures, furniture, furnishings, decorative effects or equipment.

 

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22.6 Landlord shall procure and maintain at all times during the Term of this Lease, a policy of commercial general liability insurance with respect to the use, operation and condition of the Premises and Building, providing coverage for bodily injury and property damage liability, advertising injury and personal injury liability, and contractual liability, with limits of not less than Two Million Dollars ($2,000.000.00) each occurrence.

 

23. WAIVER OF SUBROGATION

Notwithstanding any contrary provision contained in this Lease, Landlord and Tenant each hereby waive all rights of recovery against the other and against the officers, employees, independent contractors, agents and representatives of the other, on account of loss by or damage to the waiving party of its property or the property of others under its control, to the extent that such loss or damage is insured against under any Cause of Loss – Special Form insurance policy which either may have in force, or may be required by this Lease to have in force, whichever is greater, at the time of the loss or damage. Each party shall, upon obtaining the policies of insurance required under this Lease, give notice to its insurance carrier or carriers that the foregoing mutual waiver of subrogation is contained in this Lease, if such notice is required to give effect to such waiver.

 

24. SUBORDINATION AND ATTORNMENT

24.1 Upon written request of Landlord, or any first mortgagee or first deed of trust beneficiary of Landlord, or ground lessor of Landlord, Tenant shall, in a commercially reasonable agreement, subordinate its rights under this Lease to the lien of any first mortgage or first deed of trust, or to the interest of any lease in which Landlord is lessee, and to all advances made or hereafter to be made thereunder. However, as a condition of signing any such subordination agreement, Landlord shall, at its sole expense, provide to Tenant from any lender or lessor requesting such subordination, an agreement in writing providing that, as long as Tenant is not in default hereunder beyond any applicable notice and cure periods, this Lease shall remain in effect for the full Term. The holder of any security interest may, upon written notice to Tenant, elect to have this Lease prior to its security interest regardless of the time of the granting or recording of such security interest.

24.2 In the event of any foreclosure sale, transfer in lieu of foreclosure or termination of the lease in which Landlord is lessee, Tenant shall attorn to the purchaser, transferee or lessor as the case may be, and recognize that party as Landlord under this Lease, provided such party acquires and accepts the Premises subject to this Lease.

 

25. ESTOPPEL CERTIFICATES

Within 30 days after written notice from either party (“Notifying Party”), the other party (“Certifying Party”) shall execute and deliver to the Notifying Party or the Notifying Party’s designee, a written statement certifying (a) that this Lease is unmodified and in full force and effect, or is in full force and effect as modified and stating the modifications; (b) the amount of Base Rent and the date to which Rent has been paid in advance; and (c) that, to the actual knowledge of the Certifying Party, the Notifying Party is not in default hereunder, or if the Notifying Party is claimed to be in default, stating the nature of any claimed default. Any such

 

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statement may be relied upon by a purchaser, assignee, subtenant or lender. All notices sent pursuant to this Article 25 shall be sent in the manner required by Article 29.

 

26. TRANSFER OF LANDLORDS INTEREST

In the event of any sale or transfer by Landlord of the Building, and assignment of this Lease by Landlord, Landlord shall be and is hereby entirely freed and relieved of any and all liability and obligations contained in or derived from this Lease arising out of any act, occurrence or omission relating to the Premises, Building or Lease occurring after the consummation of such sale or transfer, provided the purchaser shall expressly assume all of the covenants and obligations of Landlord under this Lease. If any prepaid Rent has been paid by Tenant, Landlord may transfer the prepaid Rent to Landlord’s successor and upon such transfer, Landlord shall be relieved of any and all further liability with respect thereto.

 

27. DEFAULT

27.1 Tenant’s Default. The occurrence of any one or more of the following events shall constitute a default and breach of this Lease by Tenant:

(a) If Tenant abandons or vacates the Premises; for purposes of this Lease, “abandon” or “vacate” means that Tenant ceases to use the Premises for more than 30 consecutive days (other than any cessations due to casualty, condemnation, remodeling, force majeure, or in connection with an assignment).

(b) If Tenant fails to pay any Rent or any other charges required to be paid by Tenant under this Lease and such failure continues for five (5) business days after written notice of such failure is received by Tenant; or

(c) If Tenant fails to promptly and fully perform any other covenant, condition or agreement contained in this Lease and such failure continues for thirty (30) days after written notice thereof from Landlord to Tenant, or if such default cannot reasonably be cured within thirty (30) days, if Tenant fails to promptly commence and diligently prosecute such cure to completion; or

(d) If a writ of attachment or execution is levied on this Lease or all or substantially all of Tenant’s Property; or

(e) If Tenant makes a general assignment for the benefit of creditors; or

(f) If Tenant files a voluntary petition for relief or if a petition against Tenant in a proceeding under the federal bankruptcy laws or other insolvency laws is filed and not withdrawn or dismissed within sixty (60) days thereafter, or if under the provisions of any law providing for reorganization or winding up of corporations, any court of competent jurisdiction assumes jurisdiction, custody or control of Tenant or any substantial part of its property and such jurisdiction, custody or control remains in force unrelinquished, unstayed or unterminated for a period of sixty (60) days; or

 

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(g) If in any proceeding or action in which Tenant is a party, a trustee, receiver, agent or custodian is appointed to take charge of the Premises or Tenant’s Property (or has the authority to do so) for the purpose of enforcing a lien against the Premises or Tenant’s Property; or

(h) If Tenant is a partnership or consists of more than one (1) person or entity, if any general partner of the partnership or other person or entity is involved in any of the acts or events described in subparagraphs d through g above.

27.2 Remedies.

(a) In the event of Tenant’s default beyond applicable notice and cure periods provided in Section 27.1, then in addition to any other rights or remedies Landlord may have under any law, Landlord shall have the right, at Landlord’s option, without further notice or demand of any kind to do the following:

(1) Terminate this Lease and Tenant’s right to possession of the Premises and re-enter the Premises and take possession thereof by process of law, and Tenant shall have no further claim to the Premises or under this Lease; or

(2) Continue this Lease in effect, re-enter and occupy the Premises by process of law for the account of Tenant, and collect any unpaid Rent or other charges which have or thereafter become due and payable; or

(3) Re-enter the Premises under the provisions of subparagraph 27.2(a)(2), and thereafter elect to terminate this Lease and Tenant’s right to possession of the Premises.

(b) If Landlord re-enters the Premises under the provisions of subparagraphs 27.2(a)(2) or 27.2(a)(3) above, Landlord shall not be deemed to have terminated this Lease or the obligation of Tenant to pay any Rent or other charges thereafter accruing, unless Landlord notifies Tenant in writing of Landlord’s election to terminate this Lease. In the event of any reentry or retaking of possession by Landlord by process of law, Landlord shall have the right, but not the obligation, to remove all or any part of Tenant’s Property in the Premises and to place such property in storage at a public warehouse at the expense and risk of Tenant. If Landlord elects to relet the Premises for the account of Tenant, the rent received by Landlord from such reletting shall be applied as follows: first, to the payment of any indebtedness other than Rent due hereunder from Tenant to Landlord; second, to the payment of any reasonable costs of such reletting; third, to the payment of the reasonable cost of any alterations or repairs to the Premises; fourth, to the payment of Rent due and unpaid hereunder; and the balance, if any, shall be held by Landlord and applied in payment of future Rent as it becomes due. If that portion of rent received from the reletting which is applied against the Rent due hereunder is less than the amount of the Rent due, Tenant shall pay the deficiency to Landlord promptly upon demand by Landlord. Such deficiency shall be calculated and paid monthly. Tenant shall also pay to Landlord, as soon as determined, any reasonable costs and expenses incurred by Landlord in connection with such reletting or in making alterations and repairs to the Premises, which are not covered by the rent received from the reletting.

 

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(c) Should Landlord elect to terminate this Lease under the provisions of subparagraph 27.2(a)(1)or 27.2(a)(3) above, Landlord may recover as damages from Tenant the following:

(1) Past Rent. The worth at the time of the award of any unpaid Rent which had been earned at the time of termination; plus

(2) Rent Prior to Award. The worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that could have been reasonably avoided; plus

(3) Rent After Award. The worth at the time of the award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of the rental loss that could be reasonably avoided; plus

(4) Proximately Caused Damages. Any other reasonable amount necessary to compensate Landlord for all detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including, but not limited to, any costs or expenses (including reasonable attorneys’ fees), incurred by Landlord in (a) retaking possession of the Premises, (b) maintaining the Premises after Tenant’s default, (c) preparing the Premises for reletting to a new tenant, including any repairs or alterations, and (d) reletting the Premises, including broker’s commissions.

(d) “The worth at the time of the award” as used in subparagraphs 27.2(c)(1) through 27.2(c)(3) above, is to be computed by allowing interest at the Interest Rate. “The worth at the time of the award” as used in subparagraph 3 above, is to be computed by discounting the amount at the Interest Rate.

Notwithstanding any other provision hereof, Landlord shall not be entitled to accelerate rental payable under the Lease so long as Tenant is not in monetary default hereunder.

(e) The waiver by either party of any breach of any term, covenant or condition of this Lease shall not be deemed a waiver of such term, covenant or condition or of any subsequent breach of the same or any other term, covenant or condition. Acceptance of Rent by Landlord subsequent to any breach hereof shall not be deemed a waiver of any preceding breach other than the failure to pay the particular Rent so accepted, regardless of Landlord’s knowledge of any breach at the time of such acceptance of Rent. Neither party shall be deemed to have waived any term, covenant or condition unless the waiving party gives the other party written notice of such waiver.

Notwithstanding the foregoing, with respect to any remedy exercised by Landlord, Landlord shall have an affirmative obligation to mitigate its damages.

27.3 Landlord’s Default. If Landlord fails to perform any covenant, condition or agreement contained in this Lease within thirty (30) days after receipt of written notice from Tenant specifying such default, or if such default cannot reasonably be cured within thirty (30)

 

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days, if Landlord (or any first mortgagee or first deed of trust beneficiary of Landlord) fails to commence to cure within that thirty (30) day period and/or thereafter fails to diligently pursue such cure to completion, then in addition to any legal or equitable remedies available, Tenant shall have the right to cure Landlord’s default and to bill Landlord for the cost thereof, together with interest at the Interest Rate, which amount shall be due and payable within thirty (30) days after Landlord receives the applicable bill. It is expressly understood and agreed that if Tenant obtains a money judgment against Landlord resulting from any default or other claim arising under this Lease, that judgment shall be satisfied only out of Landlord’s right, title and interest in the Premises, Building or Project, and no other real, personal or mixed property of Landlord (or of any of the partners which comprise Landlord, if any) wherever situated, shall be subject to levy to satisfy such judgment. Tenant shall provide a copy of any notice given pursuant to this Section 27.3 to any first mortgagee or first deed of trust beneficiary of Landlord whose address has been furnished to Tenant by written notice. Notwithstanding anything to the contrary contained in this Lease, should Landlord fail to make any disbursement of the Tenant Improvement Allowance within thirty (30) days following Landlord’s receipt from Tenant of a request for such disbursement with the required accompanying documentation, and should such failure continue for fifteen (15) days following Landlord’s receipt of written notice of such failure from Tenant, then Tenant shall have the right to offset and reduce the next payments of Base Rent due under this Lease by the amount of the Tenant Improvement Allowance that Landlord failed to disburse. Tenant shall not have the right to terminate this Lease or to withhold, reduce or offset any amount against any payments of Rent or any other charges due and payable under this Lease except (i) as otherwise specifically provided in this Lease or (ii) if Landlord’s default results in an actual or constructive eviction under applicable law.

 

28. BROKERAGE FEES

Landlord and Tenant each warrants and represents to the other party that it has not dealt with any real estate broker or agent in connection with this Lease or its negotiation except for the Brokers. Each party (“Representing Party”) shall defend, indemnify and hold the other party harmless from any cost, expense or liability (including costs of suit and reasonable attorneys’ fees) for any compensation, commission or fees claimed by any other real estate broker or agent in connection with this Lease or its negotiation by reason of any act of the Representing Party. The Landlord shall pay all leasing commissions due to the Brokers arising out of this Lease transaction pursuant to a separate agreement or agreements between Landlord and the Brokers.

 

29. NOTICES

All notices, approvals and demands permitted or required to be given under this Lease (collectively, as used in this Article 29, “Notices”) shall be in writing and deemed duly served or given if personally delivered, sent by a nationally recognized overnight courier or sent by certified or registered U.S. mail, return receipt requested postage prepaid, and addressed as follows: (a) if to Landlord, to Landlord’s Mailing Address and with a copy to Robert S. Over, Keller Rohrback, L.L.P., 1201 Third Avenue, Suite 3200, Seattle, WA 98101, and (b) if to Tenant, to Tenant’s Mailing Address set forth at the beginning of this Lease). Landlord and Tenant may from time to time by notice to the other designate another place for receipt of future Notices. All Notices shall be deemed given upon receipt or upon the failure to accept delivery.

 

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30. GOVERNMENT ENERGY OR UTILITY CONTROLS

In the event of imposition of federal, state or local government controls, rules, regulations, or restrictions on the use or consumption of energy or other utilities during the Term, both Landlord and Tenant shall be bound thereby.

 

31. RELOCATION OF PREMISES

This section not used.

 

32. QUIET ENJOYMENT

For any time period during the Term when Tenant is not in default beyond applicable notice and cure periods, Tenant shall peaceably and quietly enjoy the Premises, subject to the terms of this Lease, including the provisions of Article 24.

 

33. OBSERVANCE OF LAW

33.1 Tenant shall not use the Premises or permit anything to be done in or about the Premises (other than the express permitted use hereunder) which will in any way conflict with any law, statute, ordinance or governmental rule or regulation now in force or which may hereafter be enacted or promulgated. Tenant shall, at its sole cost and expense, promptly comply with all laws, statutes, ordinances and governmental rules, regulations or requirements now in force or which may hereafter be in force, and with the requirements of any board of fire insurance underwriters or other similar bodies now or hereafter constituted, relating to, or affecting Tenant’s manner of using or occupying the Premises, excluding structural changes not related to or affected by Tenant’s improvements or acts. Landlord shall be responsible for complying with all laws, statutes, ordinances and governmental rules, regulations or requirements now in force or which may hereafter be in force, and with the requirements of any board of fire insurance underwriters or other similar bodies now or hereafter constituted, relating to, the remainder of the Building.

33.2 Tenant covenants and agrees, at its sole cost and expense, to comply with all present and future laws, orders, and regulations of all state, federal, municipal, and local governments, departments, commissions, and boards regarding the collection, sorting, separation, and recycling of waste products, garbage, refuse, and trash. Tenant shall sort and separate such waste products, garbage, refuse, and trash into such categories as provided by law. Each separately sorted category of waste products, garbage, refuse, and trash shall be placed in separate receptacles reasonably approved by Landlord. Such separate receptacles may, at Landlord’s option, be removed from the demised Premises in accordance with a collection schedule prescribed by law.

33.3 Landlord reserves the right to refuse to collect or accept from Tenant any waste products, garbage, refuse, or trash that is not separated and sorted as required by law. Tenant shall pay all costs, expenses, fines, penalties, or damages that may be imposed on Landlord or Tenant by reason of Tenant’s failure to comply with the provisions of this Section 33.3, and, at Tenant’s sole cost and expense, shall indemnify, defend, and hold Landlord harmless (including reasonable legal fees and expenses) from and against any actions, claims, and suits arising from such noncompliance, utilizing counsel reasonably satisfactory to Landlord.

 

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33.4 Landlord covenants that, as of the Commencement Date, (i) the Building and the Building Common Areas (excluding the Premises), along with the parking garage for the Building shall comply with all laws and regulations, including the Americans with Disabilities Act (“ADA”) and (ii) the equipment and Building systems serving the Premises and Building Common Areas shall be in good working order. Landlord shall comply with all laws and regulations, including the ADA, applicable to the Building Common Areas and parking garage throughout the Term, the cost of which shall be included in Operating Expenses, subject to the limitations set forth in Section 5.2(b). Landlord shall correct any latent defects promptly after Tenant notifies Landlord of any such latent defect.

 

34. FORCE MAJEURE

Any prevention, delay or stoppage of work to be performed by Landlord or Tenant which is due to strikes, labor disputes, inability to obtain labor, materials, equipment or reasonable substitutes therefore, acts of God, governmental restrictions or regulations or controls, judicial order, enemy or hostile government actions, civil commotion, fire or other casualty or other causes beyond the reasonable control of the party obligated to perform hereunder, shall excuse performance of the work by that party for a period equal to the duration of that prevention, delay or stoppage. Nothing in this Article 34 shall excuse or delay either party’s monetary obligations under this Lease, including Tenant’s obligation to pay Rent or other charges under this Lease.

 

35. CURING TENANTS DEFAULTS

If Tenant defaults in the performance of any of its obligations under this Lease, and if Tenant fails to cure such default within thirty (30) days after Tenant’s receipt of written notice thereof, Landlord may (but shall not be obligated to) without waiving such default, perform the same for the account at the expense of Tenant. Tenant shall pay Landlord all reasonable, actual, out of pocket costs of such performance promptly upon receipt of a bill therefore.

 

36. SIGNAGE

36.1 Landlord shall provide Building standard elevator lobby signage and, at Tenant’s request, directory signage on all full floors leased by Tenant, at Landlord’s sole cost. Tenant may install one (1) street/pedestrian level exterior sign at the west-side entrance to the Building that says “Avalara Hawk Tower,” one (1) exterior sign on the south facade of the Building at the 18th floor, and one (1) exterior sign on the east façade of the Building on any floor above floor 12 (collectively the “Signs”) at Tenant’s sole expense. The design and location of the Signs are subject to Landlord’s prior approval, which shall not be unreasonably withheld, conditioned or delayed. The Signs must be in compliance with all applicable laws, covenants, codes and restrictions, including without limitation with the City of Seattle, and the Pioneer Square Preservation Board. Tenant shall submit plans and specifications for its exterior signs to Landlord for such approval prior to submitting the plans and specifications to the local authorities for permitting. Landlord shall be deemed to have consented to such proposed signs and awnings unless Landlord notifies Tenant in writing of its specific objections within fourteen (14) days of receiving such proposal. In the event an applicable governmental agency prohibits the placement of Tenant’s exterior sign on the east façade of the Building on any floor above floor 12, or on the south façade at the 18th floor, then

 

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Landlord and Tenant shall, in good faith, agree upon a location on the east and/or south façade (as applicable) of the Building to affix such sign in order to obtain governmental approval.

Tenant shall not affix, paint, erect or inscribe any sign, projection, awning, signal or advertisement of any kind to any part of the Building without the written consent of Landlord; provided, however, Tenant shall be entitled (without Landlord’s consent) to install any signs located in the Premises that are not visible from the exterior of the Premises. Landlord shall have the right within five (5) business days following written notice to Tenant to remove any signs or other matter, installed without Landlord’s permission (where permission is otherwise required hereunder), without being liable to Tenant by reason of such removal, and to charge the reasonable cost of removal to Tenant as Additional Rent hereunder, payable within thirty (30) days of written demand by Landlord. Landlord hereby reserves the exclusive right to use for any purpose whatsoever the roof and exterior of the walls of the Premises or the Building, subject to Tenant’s Rooftop License attached hereto as Exhibit H. Landlord reserves the right to temporarily remove Tenant’s Signs during any period when Landlord repairs, restores, constructs or renovates the Building. Upon the expiration or sooner termination of this Lease, Tenant at Landlord’s request shall remove all signs, advertising matters or decorations at its sole cost and expense and repair any resulting damage to the Building.

36.2 The Building name shall be Avalara Hawk Tower provided Tenant leases fifty percent (50%) or more of the Rentable Area in the Building during the Term. If at any time during the Term Tenant leases less than fifty percent (50%) of the Rentable Area of the Building, Landlord shall have the right, but not the obligation, to re-name the Building in Landlord’s sole discretion, and Tenant shall forfeit its top of the Building exterior signage rights.

 

37. HAZARDOUS WASTE

37.1 Tenant shall not transport, use, store, maintain, generate, manufacture, handle, dispose, release, or discharge any “Hazardous Material” (as defined below) upon or about the Property, or permit Tenant’s employees, agents, independent contractors and other occupants of the Premises to engage in such activities upon or about the Property. However, the foregoing provisions shall not prohibit the transportation to and from, and use, storage, maintenance and handling within, the Premises of substances customarily used in offices (or such other business or activity expressly permitted to be undertaken in the Premises), provided that (a) such substances shall be used and maintained only in such quantities as are reasonably necessary for such permitted use of the Premises, strictly in accordance with applicable law and the manufacturers’ instructions therefore, (b) such substances shall not be disposed of, released or discharged on the Property, and shall be transported to and from the Premises in compliance with all applicable laws, and as Landlord shall reasonably require, (c) if any applicable law requires that any such substances be disposed of separately from ordinary trash, Tenant shall make arrangements at Tenant’s expense for such disposal directly with a qualified and licensed disposal company at a lawful disposal site (subject to scheduling and approval by Landlord, in Landlord’s reasonable discretion), and shall ensure that disposal occurs frequently enough to prevent unnecessary storage of such substances in the Premises, and (d) any remaining such substances deposited by Tenant shall be completely, properly and lawfully removed from the Property upon expiration or earlier termination of this Lease. Promptly after becoming aware thereof, Tenant shall notify Landlord of: (i) any enforcement, cleanup or other regulatory action taken or threatened by any governmental or

 

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regulatory authority with respect to the presence of any Hazardous Material on the Premises by Tenant or the migration thereof from or to other property, (ii) any demand or claims made or threatened by any party against Tenant or the Premises due to Tenant and relating to any loss or injury resulting from any Hazardous Material deposited by Tenant, (iii) any release, discharge or non-routine, improper or lawful disposal or transportation of any Hazardous Material by Tenant on or from the Premises, and (iv) any matters where Tenant is required by law to give a notice to any governmental or regulatory authority respecting any Hazardous Material on the Premises due to Tenant. Landlord shall have the right (but not the obligation) to join and participate as a party in legal proceedings or actions affecting the Premises initiated in connection with any environmental, health or safety law. At such times as Landlord may reasonably request, Tenant shall provide Landlord with a written list identifying any Hazardous Material then used, stored, or maintained upon the Premises by Tenant, the use and approximate quantity of each such material, a copy of any material safety data sheet (“MSDS”) issued by the manufacturer therefore, written information concerning the removal, transportation and disposal of the same, and such other information as Landlord may reasonably require or as may be required by law. The term “Hazardous Material” for purposed hereof shall mean any chemical, substance, material or waste or component thereof as defined by any federal, state or local governing body having jurisdiction over the Property, or which would trigger any employee or community “right-to-know” requirements adopted by any such body, or for which any such body has adopted any requirements for the preparation or distribution of an MSDS.

37.2 If any Hazardous Material is released, discharged or disposed of by Tenant or any other occupant of the Premises during the Term, or their employees, agents or independent contractors, on or about the Property by Tenant in violation of the foregoing provisions, Tenant shall immediately, properly and in compliance with applicable laws clean up and remove the Hazardous Material from the Property and any other affected property and clean or replace any affected personal property (whether or not owned by Landlord), at Tenant’s expense. Such clean up and removal work shall be subject to Landlord’s prior written approval (except in emergencies), which approval shall not be unreasonably withheld, conditioned or delayed, and shall include, without limitation, any testing, investigation, and the preparation and implementation of any remedial action plan required by any governmental body having jurisdiction. If Tenant shall fail to comply with the provisions of this Section 37.2 within five (5) business days after written notice by Landlord, or such shorter time as may be required by law or in order to minimize any hazard to persons or property, Landlord may (but shall not be obligated to) arrange for such compliance directly or as Tenant’s agent through reputable independent contractors selected by Landlord, in Landlord’s reasonable discretion, at Tenant’s expense (without limiting Landlord’s other remedies under this Lease or applicable law).

37.3 Landlord represents and warrants that, to its actual knowledge, and except as reflected in King County Superior Court Consent Decree, recorded January 15, 2014, File Number 11-2-27892-1, between State of Washington Department of Ecology and North Lot Development, LLC, a Washington limited liability company and Landlord, and all environmental reports related thereto (i) there is no Hazardous Material, including asbestos or mold, located in the Building or the Premises, excluding any Hazardous Material that is being used and maintained only in such quantities as are reasonably necessary for the business being conducted therein and strictly in accordance with applicable laws and the manufacturers’ instructions therefor and (ii) the Building

 

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and the Premises comply with all laws governing any Hazardous Material. If any Hazardous Material is released, discharged or disposed of on or about the Building or Premises, and such release, discharge or disposal is not caused by Tenant or any other occupant of the Building, or their employees, agents or independent contractors, Landlord shall immediately, properly and in compliance with applicable laws clean up and remove the Hazardous Material from the Building and Premises at no expense to Tenant (and the costs thereof shall not be included in Operating Expenses hereunder). Landlord shall indemnify, defend and hold harmless Tenant, Tenant’s assignees, agents and invitees, from all fines, suits, procedures, claims, and actions of every kind, and all costs and expenses (including reasonable attorneys’ fees and court costs) associated therewith arising out of or in connection with any deposit, spill, discharge or other release of any Hazardous Material on or about the Building or Premises that is not caused by Tenant, Tenant’s contractors, employees, agents or invitees.

 

38. EMPLOYER INFORMATION FORM — IMMIGRANT INVESTOR PROGRAM.

Tenant understands construction of the Building was funded through investments made by “Alien Entrepreneurs” pursuant to 8 C.F.R. § 204.6. This is a federal program that brings capital into employment generating enterprises by encouraging immigrant investment in certain “Regional Centers” or “Enterprise Zones.” A condition of the program requires Landlord to substantiate new employment created directly or indirectly from the Alien Entrepreneurs’ investment. New employment refers to newly created jobs as opposed to jobs transferred from a different location. Periodically, U.S. Citizenship and Immigration Services will request proof of new employment creation. Tenant hereby agrees, upon ten (10) days written notice, to complete and execute the Affidavit in the form attached hereto as Exhibit E.

 

39. OPTION TO EXTEND TERM

39.1 Provided Tenant is not then in default under this Lease beyond applicable notice and cure periods as of the date of exercise, Tenant shall have the right to extend this Lease for Two (2) Five (5) year extension terms (the “Option Term(s)”) on the same terms and conditions set forth herein except that the Base Rent for the Option Term (including any escalations) shall be equal to One Hundred Percent (100%) of the Fair Market Value (defined below). In order to exercise an Option Term, Tenant must deliver written notice of such extension to Landlord not less than Three Hundred and Sixty Five (365) days prior to the expiration date of the Term then in effect (“Notice to Exercise Option”).

39.2 “Fair Market Value” means the prevailing market rate for comparable Class A office space in the SODO, International District, South Seattle CBD, and Pioneer Square markets, taking into account the size of the space, the financial strength of the Tenant, the length of the term of the lease with respect to such space, free rent, operating expenses, concessions being offered for tenant improvement allowances, architectural fees, broker commissions, and any other cash and non-cash landlord inducements and concessions then being offered to tenants in the applicable market.

 

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39.3 Determination of Fair Market Value.

(a) Landlord shall notify Tenant of its determination of the Fair Market Value within ten (10) business days of receipt of Tenant’s Notice to Exercise Option. If Tenant disagrees with Landlord’s determination of the Fair Market Value, Landlord and Tenant shall confer for a period of thirty-five (35) days after Tenant receives Landlord’s notice in an attempt to agree on the Fair Market Value.

(b) In the event Landlord and Tenant fail to reach an agreement on the Fair Market Value within such thirty-five (35) day period, then the Fair Market Value of Base Rent for the Option Term(s) shall be determined as follows:

(1) Each of Landlord and Tenant shall have five (5) business days following the expiration of such 35 day period to appoint a licensed real estate broker with at least 10 years’ experience in the Seattle market who shall then confer over the next ten (10) business days after the second broker is appointed and shall then submit to the Landlord and Tenant their determination of the “Fair Market Value.” Each of Landlord and Tenant shall be responsible to pay to its broker that broker’s fees and expenses. In the event that the two brokers are unable to reach agreement within such ten (10) business day period then by the 11th business day after the second broker shall have been appointed, the two brokers shall appoint a third real estate broker with at least 10 years of experience in the Market Area to offer an opinion of the “Fair Market Value”. The three brokers shall each submit a written opinion of the “Fair Market Value” to Landlord and Tenant within ten (10) business days of the selection of the third broker. The fees of the third real estate broker shall be paid equally by Landlord and Tenant.

(2) The parties agree that the “Fair Market Value ” shall be equal to the average (“Three Opinion Average”) of the three opinions of “Fair Market Value” submitted by the three brokers and such determination shall be binding on Landlord and Tenant, and not appealable (“Final Determination”); provided, however, if the lowest opinion of Fair Market Value is less than 10% of the Three Opinion Average, and/or if the highest opinion of Fair Market Value is more than 10% of the Three Opinion Average, then such highest and/or lowest opinion(s) shall be disregarded and the average Fair Market Value of the two remaining opinions, or the Fair Market Value of the one remaining opinion, as the case may be, shall constitute the Final Determination.

(3) If the Fair Market Value has not been determined on or before the commencement of the Option Term, Tenant shall pay Monthly Base Rent at the rate Tenant is paying for the Premises based on the prior month, and Tenant and Landlord shall make any necessary adjusting payments when the Fair Market Value is determined.

 

40. LEASE OF FLOOR 12

For the first thirty-six (36) months of the Term, Landlord shall be free to build-out and lease Floor 12 of the Building to any party other than Tenant, with all such leases expiring no later than the three (3) year anniversary of the Commencement Date unless extended to 43 months as set forth below. In exchange thereof, Tenant hereby agrees to lease all (and only all) of Floor 12 of the Building consisting of 18,985 Rentable Square feet (the “Expansion Space”) commencing on month 37 of the Term (the “Expansion Space Commencement Date”), or at Landlord’s option

 

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with notice to Tenant commencing on month 43 of the Term, which shall then be the Expansion Space Commencement Date. The Base Rent for the Expansion Space shall be equal to Base Rent for Floor 13 as of the Expansion Space Commencement Date. Landlord shall provide Tenant with a Tenant Improvement Allowance of $66.50/RSF and 28 additional Parking Permits for the Expansion Space. Landlord shall ensure that the restrooms for Floor 12 are completed prior to the Expansion Space Commencement Date. All other material business terms for the Expansion Space shall be the same as set forth for the initial Premises and pro-rated as applicable for the remainder of the Term and the size of the Expansion Space.

 

41. RIGHT OF FIRST REFUSAL FOR FLOOR 10 AND FLOOR 11

41.1 General Grant of Right of First Refusal. Subject to the terms and conditions of such initial leases for Floors 10 and 11 (if any), Tenant shall have an on-going right of first refusal (“ROFR”) with respect to all of Floor 10 and Floor 11 (“ROFR Space” refers to either Floor 10 or Floor 11 or both, or to the extent that such floors are utilized by more than one tenant, then any portion of either of Floor 10 and Floor 11) throughout the balance of the Initial Term and any Renewal Option (the “ROFR Period”). Provided, however, Tenant shall have no ROFR if Tenant is in default under the Lease, which default has not been cured, at the time Tenant delivers the Tenant Notice, or if there is less than five years remaining in the Term. Tenant’s assignee (except in connection with a Permitted Transfer) or sublessee may not exercise such ROFR.

41.2 In the event Landlord receives a signed, bona fide offer from an unaffiliated third party to lease all or a portion of the ROFR Space during the ROFR Period, Landlord shall deliver written notice to Tenant describing the material business terms upon which Landlord will lease the ROFR Space to Tenant (“ROFR Notice”). Tenant, if it elects to exercise its ROFR, must lease at least one entire floor of the ROFR Space. Tenant shall have ten (10) business days after its receipt of the ROFR Notice in which to deliver to Landlord written notification of Tenant’s intent to exercise its ROFR upon the terms set forth in the ROFR Notice or propose alternate terms for the ROFR (“Tenant’s Notice”). If Tenant Notice proposes alternative terms, and Landlord and Tenant cannot agree on the terms for the ROFR Space within fifteen (15) days after Tenant’s Notice, then either party may file a demand for arbitration in accordance with Section 41.3 herein. If Tenant fails to deliver Tenant’s Notice or otherwise declines its ROFR, Landlord shall be free to lease the ROFR Space described in the ROFR to a third party.

41.3 A dispute regarding the ROFR Space shall be settled and finally determined by arbitration by a single arbitrator (the “Arbitrator”), mutually acceptable to Landlord and Tenant, in accordance with the following provisions of this Section. If Landlord and Tenant shall fail to agree upon the designation of an Arbitrator within ten (10) business days following the giving of any notice by Landlord or Tenant stating that it wishes to have the Arbitrator settle such dispute, then either party may apply to the office of the American Arbitration Association located in the county in which the Building is located for the designation of such Arbitrator in accordance with the Commercial Arbitration Rules of such Association. Any such Arbitrator shall (a) be an independent third party and not affiliated with either Landlord or Tenant, (b) not have worked for or have been employed by either Landlord or Tenant within the immediately preceding five (5) years, and (c) have appropriate (and not less than ten (10) years) experience settling commercial real estate disputes in the Seattle area. Within five (5) business days next following the giving of any notice by Landlord or Tenant stating that it wishes to have the Arbitrator settle a dispute, the

 

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Arbitrator shall conduct such meetings or hearings as he or she deems appropriate, making his or her determination in writing and giving notice to Landlord and Tenant of the determination as soon as practicable, and if possible, within three (3) business days after conducting said meetings or hearings. The determination of the Arbitrator shall be binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses, if any, in connection with any arbitration under this Section, but the parties shall share all other expenses and fees of any such arbitration including the expenses and fees of the Arbitrator. The Arbitrator shall be bound by the provisions of this Lease, and shall not add to, subtract from or otherwise modify such provisions.

 

42. PARKING

42.1 Tenant is entitled to the number of Parking Permits set forth in Section 2.9. Tenant’s employees shall not park their vehicles in the automobile parking areas designated for visitors, car pools, other tenants or patrons of retail establishments in the Condominium. Landlord at all times shall have the right to use reasonable means to control parking in the parking areas, including, by way of illustration only, the right to control access to the parking areas, to provide valet parking at no additional charge (except to the extent the expense of providing such valet parking constitutes an Operating Expense) and to reasonably designate the particular parking areas to be used by Tenant’s employees and any such designation may be changed from time to time. In all cases, Tenant shall have access to the parking area, 7 days per week, 24 hours per day. Tenant and its employees shall park their vehicles only in those portions of the parking areas designated for that purpose by Landlord and in accordance with all reasonable rules and regulations relating to parking. Tenant shall furnish Landlord with Tenant’s and Tenant’s employees’ state vehicle license plate numbers within fifteen (15) days after Tenant opens for business in the Premises and Tenant shall thereafter notify Landlord of any changes within two (2) days after such change occurs. Tenant shall notify its employees in writing of the provisions of this Section.

42.2 Tenant shall cooperate with Landlord in complying with the terms and conditions of any applicable Transportation Management Program or similar applicable governmental requirements regulating transportation. Tenant shall designate one of its employees or agents as Tenant’s “Transportation Coordinator,” who shall represent Tenant in all matters pertaining to transportation management. Landlord shall be promptly notified of any change in the Transportation Coordinator.

 

43. FITNESS CENTER AND ENTERTAINMENT SPACE

43.1 Pursuant to an agreement between Landlord and Embassy Suites Management, LLC, throughout the term: (i) Tenant shall be entitled to use the fitness center located in the Hotel Unit of the condominium subject to the hotel’s standard terms and conditions of use for the fitness center, (ii) Tenant shall be allocated ten (10) free memberships to the fitness center, and (iii) Tenant’s employees shall have the right to purchase additional memberships at a rate of $30 per month with annual increases to be determined from time to time as such increases are warranted due to cost changes in the support and maintenance of the fitness center. The hours of Tenant’s use of the fitness center may be limited from time to time, upon 14 calendar days’ notice, in the reasonable discretion of the hotel due to forecasted traffic from guests of the hotel between the hours of 6:00 AM and 9:00 AM. Specific arrangements for entry will be specified by the hotel and all conduct while in the fitness center shall be in accordance with those standards as specified

 

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by the hotel. Access to the fitness center may include only those registered members of the tenant and will not allow nor provide for additional guests of the Tenant member. The Condominium declaration will allocate a portion of the expenses associated with maintaining the fitness center in the Hotel Unit to the Office Unit and shall constitute an Operating Expense.

43.2 Further, pursuant to an agreement between Landlord and Embassy Suites Management, LLC, and throughout the term: (i) tenant shall be entitled to use of the 24,700 RSF conference center with a pre-function lobby and ballroom (“Conference Facility”) for tenant events, meetings, presentations, meals, etc. Specific arrangements and coordination of all events will be determined between the Tenant and the hotel directly and all purposes of use of the Conference Facility will be in accordance with those standards of purpose, as determined by the hotel, as would be standard and consistent for use by all other guests of the Conference Facility. Tenant will be entitled to use of these facilities at a discounted fee to be determined; however, this discount will be representative of a “cost” basis to include all related expenses incurred by Embassy Suites Management, LLC. This discounted cost structure may not actualize any costs that may result in the hotel actually incurring a financial loss due to the event. Additionally, Embassy Suites Management, LLC cannot enforce any control over the costs of those third party service providers that the hotel has elected to enter into exclusive provider status of services that may be required for such events including but not limited to Audio Visual, Decorating, Drayage, Rental, Florist, Entertainment, etc. Tenant will be entitled to these reduced cost events up to two times per month of which each event must include no more than 150 persons, employees and or guests. The aforementioned events will be reserved in a tentative manner and Embassy Suites Management, LLC may reserve the right to cancel or coordinate a different date or time for the event in the occasion that specific dates are not available or the event date is more than 14 days in advance. This tentative status will turn to a definite status once the event date becomes less than 14 days in advance. Notwithstanding the foregoing, in the event Tenant contracts directly with the hotel for food and beverage and/or rooms in connection with an event ( a “Contracted Event”), then Embassy Suites Management, LLC will not have the right to reschedule such event. All Contracted Events are entitled to the discounted cost structure set forth herein.

It is further understood that Tenant may contemplate the use of the Conference Facility for their annual corporate event which is currently scheduled during the month of January of each year. Embassy Suites Management, LLC will provide a separate negotiated price structure for this event should the Hotel be selected to host this event which may or may not be equivalent to the aforementioned pricing but will be of prescribed nature dependent upon the scope and size of the event and the Tenant’s needs for various food and beverage products and related services. The Condominium declaration will allocate a portion of the expenses associated with maintaining the Conference Facility in the Hotel Unit to the Office Unit and shall constitute an Operating Expense.

 

44. CONDOMINIUM

Upon recordation of the declaration to form the Condominium, the following provisions shall spring into effect:

44.1 Description of the Project and Premises. The Project shall mean the Condominium, the Premises shall mean that portion of the Office Unit defined in Section 2.10 of this Lease, and

 

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the Common Areas shall mean those portions of the Common Elements of the Condominium described in the Lease as Common Areas.

44.2 Role of the Association. As of the date of recordation of the declaration to form the Condominium, Landlord owns all of the Units in the Condominium and manages the Condominium in its own name. If the Landlord closes the sale of any Unit in the Condominium, the Washington Condominium Act, Chapter 64.34 RCW, requires that certain functions currently being performed by the Landlord be performed by an owners association known as the 255 South King Street Condominium Association, a Washington non-profit corporation (the “Association”). For example, the Association will be responsible for managing the Common Elements of the Condominium which include the Common Areas, and roof, structure and common mechanical systems for the Project, enforcing restrictions on use stated in the Declaration and in any rules and regulations, and carrying insurance with property, liability, fidelity, and director/officer coverage. As a result, after the Landlord closes the sale of any Unit in the Condominium, or if the Landlord elects to have the Association operate the Condominium for any reason, then the following shall apply:

(a) Declaration Controls. The Lease shall be in all respects subject and subordinate to the Declaration and any rules and regulations adopted by the Association, provided that the Declaration and any rules and regulations shall not increase Tenant’s obligations or decrease Tenant’s rights hereunder in a more than de-minimus manner. Tenant shall comply with the Declaration and any rules and regulations the same as though they were included as express covenants in the Lease. Either Landlord or the Association shall be permitted to enforce the Declaration and any rules and regulation directly against Tenant, and any breach by Tenant of the same shall constitute a material breach by Tenant under the Lease. Among others, the Declaration contains provisions governing Tenant’s use of the Premises and Common Areas including the parking areas, alterations affecting structural elements or building mechanical or electrical systems shared with other space in the Project, assignment or subletting, hazardous substances, the exterior appearance of the Premises and signage.

(b) Maintenance and Other Responsibilities. The Association may perform some of the maintenance obligations and provide certain of the services for which Landlord is responsible under the Lease. Tenant consents to the delegation of those duties to the Association and Tenant will accept performance from the Association the same as though Landlord were performing the same directly. This performance may include maintenance of the Common Areas, obtaining insurance for the Project including property, liability, fidelity, and business interruption, administering any insurance claims or condemnation proceedings, determining whether to rebuild the improvements following damage by casualty, and administering the process of rebuilding. Tenant acknowledges that the property insurance carried by Landlord or the Association will not cover tenant improvements, alterations or fixtures constructed or installed by Tenant, or personal property owned by Tenant.

(c) Association Assessments as Additional Rent. The Association may collect from Landlord regular and special assessments to pay costs relating to the Project including the cost of administration (management, legal, and accounting), maintenance including reserves, utilities, and insurance. Tenant will reimburse Landlord for those general and special assessments as Additional Rent to the extent those charges would be defined in the Lease as Additional Rent

 

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but for the fact that the charges originate with the Association rather than Landlord. Tenant shall receive credit against Additional Rent payable under the Lease for all amounts reimbursed to Landlord pursuant to this Paragraph to the extent necessary to prevent Tenant from being charged twice for the same item. Tenant shall continue to pay to Landlord those costs defined as Additional Rent under the Lease which are not included in the reimbursement provided for under this Paragraph.

(d) Provisions Benefiting the Landlord and Association. If the Association carries property or liability insurance, then the Association shall benefit from the waiver of subrogation provided for under this Lease. In addition, Tenant’s indemnity obligation stated in this Lease shall extend to the Association, and the Association shall have the right to access the Premises to the extent provided Landlord under this Lease. The Association shall also benefit from provisions limiting Landlord’s liability under this Lease. Tenant acknowledges that certain actions which require Landlord’s consent, such as making alterations or improvements to the Premises, may also require the Association’s consent. Landlord shall provide reasonable assistance to Tenant in obtaining any consents or services from the Association such that Tenant shall receive the full use and benefit of the Premises pursuant to the terms of the Lease.

44.3 Conflict. The parties do not anticipate that there will be any conflicts between the declaration for the Condominium and the Lease, and those documents shall be interpreted as much as possible consistent with this intent. However, in the event of any unavoidable conflict, the following priorities shall govern: the Declaration shall prevail over any conflict with rules and regulations adopted by the Association; and the Declaration and any rules and regulations shall prevail over the Lease. As long as Landlord is in control of the Association, Landlord shall operate the Association such that Tenant shall receive the full use and benefit of the Premises pursuant to the terms of the Lease.

 

45. MISCELLANEOUS

45.1 Accord and Satisfaction; Allocation of Payments. No payment by Tenant or receipt by Landlord of a lesser amount than the Rent provided for in this Lease shall be deemed to be other than on account of the earliest due Rent, nor shall any endorsement or statement on any check or letter accompanying any check or payment as Rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of the Rent or pursue any other remedy provided for in this Lease. In connection with the foregoing, Landlord shall have the absolute right in its sole discretion to apply any payment received from Tenant to any account or other payment of Tenant then not current and due or delinquent.

45.2 Attorneys’ Fees. If any action or proceeding is brought by either party against the other pertaining to or arising out of this Lease, the finally prevailing party shall be entitled to recover all costs and expenses, including reasonable attorneys’ fees, incurred on account of such action or proceeding.

45.3 Captions, Articles and Section Numbers. The captions appearing within the body of this Lease have been inserted as a matter of convenience and for reference only and in no way

 

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define, limit or enlarge the scope or meaning of this Lease. All references to Article and Section numbers refer to Articles and Sections in this Lease.

45.4 Lien Rights Waiver. Landlord hereby waives any lien rights against Tenant’s furniture, fixtures, equipment or personal property that it might otherwise have under applicable law.

45.5 Choice of Law. This Lease shall be construed and enforced in accordance with the laws of the State of Washington

45.6 No Consequential Damages. In no event will Landlord or Tenant be liable under this Lease for any indirect, punitive or consequential damages.

45.7 Authority. Each individual signing this Lease on behalf of Landlord and Tenant represents and warrants that he or she is duly authorized to execute and deliver this Lease on behalf of the entity, and that this Lease is binding on such party in accordance with its terms. Landlord represents and warrants to Tenant that as of the Effective Date of this Lease, (a) Landlord owns and holds fee title in and to the Building, the Premises, and the Property enabling Landlord to enter into an enforceable lease with Tenant on the terms and conditions contained herein; and (b) there are no encumbrances, liens, agreements, covenants in effect (including without limitation, the Condominium Declaration) that would limit Tenant’s rights or augment Tenant’s obligations hereunder; and Landlord further represents and warrants that it will not enter into any such encumbrances, liens, agreements or covenants that do so. Landlord will indemnify and hold Tenant harmless if any of the foregoing representations and warranties prove to be untrue.

45.8 Counterparts. This Lease may be executed in multiple counterparts, all of which shall constitute one and the same Lease.

45.9 Execution of Lease; No Option. The submission of this Lease to Tenant shall be for examination purposes only, and does not and shall not constitute a reservation of or option for Tenant to lease, or otherwise create any interest of Tenant in the Premises or any other premises within the Building or Project. Execution of this Lease by either party (“First Executing Party”) shall not be binding on the First Executing Party notwithstanding any time interval, until the other party has in fact signed and delivered this Lease to the First Executing Party.

45.10 Furnishing of Financial Statements; Tenant’s Representations. To the extent required by Landlord’s lender (if any), until Tenant is publicly-traded, Tenant agrees that it shall promptly furnish Landlord, from time to time, but no more frequently than once every twelve (12) months, upon Landlord’s written request and execution of Tenant’s standard and commercially reasonable nondisclosure agreement, with financial statements reflecting Tenant’s financial condition as of the last date that Tenant had prepared such statements. Tenant represents and warrants that all financial statements, records and information furnished by Tenant to Landlord in connection with this Lease are true, correct and complete in all material respects.

45.11 Further Assurances. The parties agree to promptly sign all commercially reasonable documents reasonably requested to give effect to the provisions of this Lease.

 

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45.12 Mortgagee Protection. Tenant agrees to send by certified or registered mail to any first mortgagee or first deed of trust beneficiary of Landlord whose address has been furnished to Tenant by written notice, a copy of any notice of default served by Tenant on Landlord. If Landlord fails to cure such default within the time provided for in this Lease, such mortgagee or beneficiary shall have an additional thirty (30) days to cure such default; provided that if such default cannot reasonably be cured within that thirty (30) day period, then such mortgagee or beneficiary shall have such additional time to cure the default as is reasonably necessary under the circumstances before Tenant may exercise any right provided to Tenant pursuant to Section 27.3 of this Lease, except to the extent exercising any such right would be reasonably necessary to mitigate Tenant’s damages.

45.13 Prior Agreements; Amendments. This Lease contains all of the agreements of the parties with respect to any matter covered or mentioned in this Lease, and no prior agreement or understanding pertaining to any such matter shall be effective for any purpose. No provisions of this Lease may be amended or added to except by an agreement in writing signed by the parties or their respective successors in interest.

45.14 Recording. Tenant shall not record this Lease without the prior written consent of Landlord. Tenant, upon the request of Landlord, shall execute and acknowledge a commercially reasonable “short form” memorandum of this Lease for recording purposes.

45.15 Severability. A final determination by a court of competent jurisdiction that any provision of this Lease is invalid shall not affect the validity of any other provisions, and any provisions so determined to be invalid shall, to the extent possible, be construed to accomplish its intended effect.

45.16 Successors and Assigns. This Lease shall apply to and bind the heirs, personal representatives, and permitted successors and assigns of the parties.

45.17 Time of the Essence. Time is of the essence of this Lease.

45.18 Waiver. No delay or omission in the exercise of any right or remedy of either party upon any default by the other party shall impair such right or remedy or be construed as a waiver of such default.

45.19 Jury Trial Waiver. It is mutually agreed by and between Landlord and Tenant that they hereby waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant’s use or occupancy of the Premises, and any emergency statutory or any other statutory remedy.

45.20 Other.

(a) No Additional Charge for Tenant Improvements. Tenant shall not be liable to Landlord for any charges relating to the construction of Tenant Improvements set forth in Exhibit D, including without limitation, any construction coordination fees or plan review fees,

 

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and Tenant shall not be required to pay for any construction deposit or any construction or performance bonds.

(b) Attorney’s Fees. If either party brings an action or proceeding to enforce the terms hereof or declare rights hereunder, the prevailing party in any such action, proceeding, trial or appeal, shall be entitled to its reasonable attorneys’ fees to be paid by the losing party as fixed by the court.

(c) Confidentiality of Lease. The parties shall not disclose any of the terms of this Lease to any person including, without limitation, any brokers, any other tenants in the Building or any affiliates, agents or employees of such tenants or brokers except as set forth herein, without the other party’s written consent or except as ordered by a court with appropriate authority. Notwithstanding the foregoing, the parties may disclose the terms of this Lease to those of its partners, employees, consultants, attorneys, accountants, current or potential mortgagees, lenders or purchasers of the Property.

[Signature page follows.]

 

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The parties hereto have executed this Lease as of the dates first set forth above.

 

LANDLORD     TENANT
255 South King Street Limited Partnership,     Avalara, Inc.,
a Washington limited partnership     a Washington corporation
By:   American Life, Inc.     By:   

/S/ Alesia Pinney

Its:   Managing General Partner     Name:    Alesia Pinney
      Its:    EVP & General Counsel

 

By:  

/S/ Gregory L. Steinhauer

  Gregory L. Steinhauer, President

 

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STATE OF WASHINGTON    )

                                                    )ss

COUNTY OF KING                 )

On this              day of June, 2016, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Gregory L. Steinhauer, to me known to be the President of American Life, Inc., which corporation is the Managing General Partner of 255 South King Street Limited Partnership, the limited partnership that executed the foregoing instrument and acknowledged the said instrument to be the free and voluntary act of and deed of said limited partnership, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute the said instrument.

In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written.

 

Notary Public residing at:

 

 

Notary’s Name (typed or legibly printed)
My Commission Expires:

 

 

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ACKNOWLEDGMENT OF TENANT

 

STATE OF WASHINGTON    )

                                                    )ss

COUNTY OF KING                 )

On this              day of June, 2016, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared                      , to me known to be the                      of Avalara, Inc., a Washington corporation, the corporation that executed the foregoing instrument and acknowledged the said instrument to be the free and voluntary act of and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that              was authorized to execute the said instrument.

In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written.

 

Notary Public residing at:

 

 

Notary’s Name (typed or legibly printed)
My Commission Expires:

 

 

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EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY

PARCEL 1:

PARCEL Y OF CITY OF SEATTLE LOT BOUNDARY ADJUSTMENT NO. 3019432 RECORDED JUNE 19, 2015 UNDER RECORDING NO. 20150619900003, RECORDS OF KING COUNTY, WASHINGTON.

PARCEL 2:

A PERMANENT NON-EXCLUSIVE APPURTENANT EASEMENT FOR SHARED PRIVATE ENTRANCE/EXIT AND ROADWAY FOR VEHICULAR AND PEDESTRIAN INGRESS AND EGRESS, OVER THE EASTERLY 90 FEET OF THE PROPERTY ADJOINING ON THE WEST, AS ESTABLISHED UNDER RECORDING NOS. 20130830000922 AND 20000317000453.

PARCEL 3:

NON-EXCLUSIVE RECIPROCAL ACCESS EASEMENT FOR PEDESTRIAN, BICYCLE AND CERTAIN VEHICULAR INGRESS AND EGRESS, AS ESTABLISHED IN RECORDING NO. 20150205001026.

PARCEL 4:

NON-EXCLUSIVE STORMWATER AND DRAINAGE LINE EASEMENT, AS ESTABLISHED IN RECORDING NO. 20150205001051.

 

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EXHIBIT B

 

LOGO

FLOOR PLAN OF PREMISES

 

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LOGO

 

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LOGO

 

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LOGO

 

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LOGO

 

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LOGO

 

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Note: The restooms do not appear on the 18th floor referecence plan below, but Landlord will provide building standard restrooms. In addition, the 18th floor deck space shown below is not accurate and is subject to change.

 

LOGO

 

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EXHIBIT C

RULES AND REGULATIONS

Except as otherwise set forth in the Lease:

1. Landlord may from time to time adopt appropriate system(s) and procedures for the security and safety of the Building, any person occupying, using, or entering the Building, or any equipment, finishing, or contents of the Building, and tenant will comply with Landlord’s reasonable requirements relative to such systems and procedures.

2. The sidewalks, halls, passages, exits, entrances, elevators, and stairways of the Building or Building Common Areas will not be obstructed by any tenants or used by any of them for any purpose other than for ingress to and egress from their respective premises. The halls, passages, exits, entrances, elevators, and stairways are not for the general public, and Landlord will in all cases retain the right to control and prevent access to such halls, passages, exits, entrances, elevators, and stairways of all persons whose presence in the judgment of Landlord would be prejudicial to the safety, character, reputation, and interests of the Building and its tenants, provided that nothing contained in these rules and regulations will be construed to prevent such access to persons with whom any tenant normally deals in the ordinary course of its business, unless such persons are engaged in illegal activities. Except with the consent of Landlord, no tenant and no employee, independent contractor or invitee of any tenant will go upon the roof of the Building. Except with the consent of Landlord, no tenant will be permitted to place or install any object (including without limitation radio and television antennas, loudspeakers, sound amplifiers, microwave dishes, solar devices or similar devices) on the exterior of the Building or on the roof of the Building.

3. No sign, placard, picture, name, advertisement, or written notice visible from the exterior of the Premises will be inscribed, painted, affixed, or otherwise displayed by Tenant on any part of the Building or the Premises without the prior written consent of Landlord. Landlord will adopt and furnish to Tenant reasonable general guidelines relating to signs inside the Building on the office floors. Tenant agrees to conform to such reasonable guidelines. All approved signs or lettering on doors will be printed, painted, affixed, or inscribed at the expense of Tenant by a person approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. Other than draperies expressly permitted by Landlord and Building standard mini-blinds, material visible from the outside the Building will not be permitted. In the event of the violation of this rule by Tenant, and if Tenant does not cure such violation with five (5) business days after Tenant’s receipt of notice thereof, Landlord may remove the violating items without any liability, and may charge the expense incurred by such removal to the tenant or tenants violating this rule.

4. No cooking will be done or permitted by any tenant on the premises, except in areas of the premises which are specially constructed for cooking and except that the use by the Tenant of microwave ovens and Underwriters’ Laboratory approved equipment for brewing coffee, tea, hot chocolate, and similar beverages will be permitted, provided that such use is in accordance with all applicable federal, state, and city laws, codes, ordinances, rules, and regulations.

 

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5. No tenant will employ any person or persons other than the cleaning service of Landlord for the purpose of cleaning the Premises, unless otherwise consented to by Landlord in writing, which consent shall not be unreasonably withheld, conditioned or delayed. Except with the written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, no person or persons other than those approved by Landlord will be permitted to enter the Building for the purpose of cleaning it. No tenant will cause any unnecessary labor by reason of such tenant’s carelessness or indifference in the preservation of good order and cleanliness. Should tenant’s actions result in any increased expense for any required cleaning, Landlord reserves the right to assess Tenant for such expenses.

6. The toilet rooms, toilets, urinals, wash bowls and other plumbing fixtures will not be used for any purposes other than those for which they were constructed, and no sweepings, rubbish, rags, or other foreign substances will be thrown in such plumbing fixtures. All damages resulting from any misuse of the fixtures by Tenant, its employees, independent contractors, agents, visitors, or licensees, will be borne by Tenant.

7. No tenant will in any way deface any part of the Premises or the Building. In those portions of the Premises where carpet has been provided directly or indirectly by Landlord, Tenant will at its own expense install and maintain pads to protect the carpet under all furniture having caster other than carpet casters.

8. No tenant will alter, change, replace, or rekey any lock or install a new lock on any door of the Premises. Landlord, its agents, or employees will retain a pass (master) key to all door locks on the Premises. Any new door locks required by Tenant or any change in keying of existing locks will be installed or changed by Landlord following Tenant’s written request to Landlord and will be at Tenant’s expense. All new locks and rekeyed locks will remain operable by Landlord’s pass (master) key. Landlord will furnish Tenant, free of charge, with five (5) keys to each door lock on the Premises and one (1) Building access card for each of Tenant’s employees assigned to work at the Premises on the Commencement Date. Landlord will have the right to collect a reasonable charge for additional keys and cards requested by Tenant following the Commencement Date. Each tenant, upon termination of its tenancy, will deliver to Landlord all keys and access cards for the premises and Building that have been furnished to such tenant.

9. The elevator designated for freight by Landlord will be available for use by all tenants in the Building during the hours and pursuant to such procedures as Landlord may reasonably determine from time to time. The moving company must be a locally recognized professional mover whose primary business is the performing of relocation services, and must be bonded and fully insured. A certificate or other verification of such insurance must be received and approved by Landlord prior to the start of any moving operations. Insurance must be sufficient, in Landlord’s reasonable opinion, to cover all personal liability, theft or damage to the Project, including but not limited to floor coverings, doors, walls, elevators, stairs, foliage, and landscaping. Special care must be taken to prevent damage to foliage and landscaping during adverse weather. All moving operations will be conducted at such times and in such a manner as Landlord will reasonably direct, and all moving will take place during non-business hours unless Landlord agrees in writing otherwise. Tenant will be responsible for the provision of Building security during all moving operations, and will be liable for all losses and damages sustained by any party as a result of the failure to supply adequate security. Landlord will have the right to

 

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reasonably prescribe the weight, size, and position of all equipment, materials, furniture, or other property brought into the Building. Heavy objects will, if considered necessary by Landlord, stand on wood strips of such thickness as is necessary to properly distribute their weight. Landlord will not be responsible for loss of or damage to any such property from any cause, except to the extent caused by the negligence or intentional misconduct of Landlord, its agents, contractors or employees, and all damage done to the Building by moving or maintaining such property will be repaired at the expense of Tenant. Landlord reserves the right to inspect all such property to be brought into the Building and to exclude from the Building all such property which violates any of these rules and regulations or the lease of which these rules and regulations are a part. Supplies, goods, materials, packages, furniture, and all other items of every kind delivered to or taken from the Premises will be delivered or removed through the entrance and route reasonably designated by Landlord, and Landlord will not be responsible for the loss or damage of any such property unless such loss or damage results from the negligence or intentional misconduct of Landlord, its agents, contractors or employees.

10. No tenant will use or keep in the Premises or the Building any kerosene, gasoline, or inflammable or combustible or explosive fluid or material or chemical substance other than limited quantities of such materials or substances reasonably necessary for the operation or maintenance of office equipment or limited quantities of cleaning fluids and solvents required in tenant’s normal operations in the Premises. Without Landlord’s prior written approval, no tenant will use any method of heating or air conditioning other than that supplied by Landlord. No tenant will use or keep, or permit to be used or kept, any foul or noxious gas or substance in the premises.

11. Tenant will not bring any animals (except Service Dogs) into the Building, and will not permit bicycles or other vehicles inside or on the sidewalks outside the Building except in areas designated from time to time by Landlord for such purposes.

12. All persons entering or leaving the Building between the hours of 6 p.m. and 7 a.m. Monday through Friday, and at all hours on Saturdays, Sundays, and holidays will comply with such reasonable off-hour regulations as Landlord may reasonably establish and modify from time to time. Landlord reserves the right to limit reasonably or restrict access to the Building during such time periods.

13. Each tenant will store all its trash and garbage within its premises. No material will be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage without being in violation of any law or ordinance governing such disposal. All garbage and refuse disposal will be made only through entryways and elevators provided for such purposes and at such times as Landlord reasonably designates. Removal of any furniture or furnishings, large equipment, packing crates, packing materials, and boxes will be the responsibility of each tenant and such items may not be disposed of in the Building trash receptacles nor will they be removed by the Building’s janitorial service, except at Landlord’s sole option and at the tenant’s expense. No furniture, appliance, equipment, or flammable products of any type may be disposed of in the Building trash receptacles. See also Article 33 of the Lease for further requirements regarding disposal of trash and garbage.

 

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14. Canvassing, peddling, soliciting, and distributing handbills or any other written materials in the Building is prohibited. Each tenant will cooperate to prevent the same.

15. The requirements of the tenants will be attended to only upon application by written, personal, or telephone notice at the office of the property manager of Landlord. Property manager may not do anything outside of their regular duties unless under special instructions from Landlord.

16. Tenant will see that the doors of the Premises are closed and locked and that all water faucets, water apparatus, and utilities are shut off before Tenant or Tenant’s employees leave the Premises, so as to prevent waste or damage, and for any default or carelessness. In this regard, Tenant will pay for all repairs and compensate for all injuries sustained by other tenants or occupants of the Building or Landlord arising out of any breach by Tenant of its obligations under this Paragraph 16. On multiple-tenancy floors, all tenants will keep the doors to the Building corridors closed at all times except for ingress and egress.

17. Tenant will not conduct itself in any manner that is inconsistent with the character of the Building as a Class A quality Building or that will unreasonably impair the comfort and convenience of the tenants in the Building.

18. Neither Landlord nor any operator of the parking areas within the Condominium, as the same are designated and modified by Landlord, in its sole discretion, from time to time (the “parking areas”) will be liable for loss of or damage to any vehicle or any contents of such vehicle or accessories to any such vehicle, or any property left in any of the parking areas, resulting from fire, theft, vandalism, accident, conduct of other users of the parking areas and other persons, or any other casualty or cause. Further, Tenant understands and agrees that: (a) Landlord will not be obligated to provide any traffic control for the parking areas; (b) Tenant uses the parking areas at its own risk; and (c) Landlord will not be liable for personal injury or death, or theft, loss of, or damage to property. Tenant waives and releases Landlord from any and all liability arising out of the use of the parking areas by tenant, its employees, agents, invitees, and visitors, whether brought by any of such persons or any other person, except to the extent any such liability arises out of the negligence or intentional misconduct of Landlord, its agents, contractors or employees.

19. Tenant (including tenant’s employees, agents, invitees, and visitors) will use the parking spaces solely for the purpose of parking passenger cars, small vans, and small trucks and will comply in all respects with any reasonable rules and regulations that may be promulgated by Landlord from time to time with respect to the parking areas. The parking areas may be used by Tenant, its agents, or employees, for occasional overnight parking of vehicles. Tenant will ensure that any vehicle parked in any of the parking spaces will be kept in proper repair and will not leak excessive amounts of oil or grease or any amount of gasoline.

20. Except for the Reserved Spaces, Tenant’s right to use the parking areas will be in common with other tenants of the Condominium and with other parties permitted by Landlord to use the parking areas. Excluding the Reserved Spaces, Landlord reserves the right to assign and reassign, from time to time, particular parking spaces for use by persons selected by Landlord, provided that Tenant’s rights under the body of this Lease are preserved. Except for the Reserved

 

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Spaces, Tenant will not park in any space designated as: RESERVED, HANDICAPPED, VISITORS ONLY, or LIMITED TIME PARKING (or similar designation).

21. Subject to the provisions of the body of this Lease, if the parking areas are damaged or destroyed, or if the use of the parking areas is limited or prohibited by any governmental authority, or the use or operation of the parking areas is limited or prevented by strikes or other labor difficulties or other causes beyond Landlord’s control, Tenant’s inability to use the parking spaces will not subject Landlord or any operator of the parking areas to any liability to Tenant and will not relieve Tenant of any of its obligations under the lease and lease will remain in full force and effect.

22. Tenant has no right to assign or sublicense any of its rights in the parking spaces, except as part of a permitted assignment or sublease of the lease; however, Tenant may allocate the parking spaces among its employees or independent contractors.

23. No act or thing done or omitted to be done by Landlord or Landlord’s agent during the term of the lease in connection with the enforcement of these rules and regulations will constitute an eviction by Landlord of any tenant nor will it be deemed an acceptance of surrender of the premises by any tenant, and no agreement to accept such termination or surrender will be valid unless in a writing signed by Landlord. The delivery of keys to any employee or agent of Landlord will not operate as a termination of this Lease or a surrender of the Premises unless such delivery of keys is done in connection with a written instrument executed by Landlord approving the termination or surrender.

24. In these rules and regulations, tenant includes the employees, agents, invitees, and licensees of tenant and others permitted by Tenant to use or occupy the Premises.

25. Landlord may waive any one or more of these rules and regulations for the benefit of any particular tenant or tenants, but no such waiver by Landlord will be construed as a waiver of such rules and regulations in favor of any other tenant or tenants, nor prevent Landlord from enforcing any such rules and regulations against any or all of the tenants of the Building after such waiver.

26. These rules and regulations are in addition to, and will not be construed to modify or amend, in whole or in part, the terms, covenants, agreements, and conditions of the lease.

27. Tenant shall keep Landlord advised of the current telephone numbers of tenants’ employees who may be contacted in an emergency; i.e. fire, break-in, vandalism, etc.

28. Tenant will not smoke or permit its employee or invitees to smoke in the Building.

 

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EXHIBIT D

WORK LETTER

See attached

 

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EXHIBIT E

EMPLOYER AFFIDAVIT

State of Washington

County of King

My full name is                 . I am over the age of 18 and competent to declare the following:

I am the                      (officer title) of                                               (company).

                                              (company name) moved into the premises located at                                                                       on                  date and we occupy                  square feet of space. Our principle business is                                                              .

As of                      date                                                           (company) employs              full time employees each of whom work 35 or more hours per week;              employees who specifically share              jobs; and part time employees who in the aggregate work                  hours per week.

I understand that this information is provided to the Department of Homeland Security to support several permanent residence visa petitions and that the Department of Homeland Security will rely on this information in making its determination of eligibility.

I declare under penalty of perjury that the foregoing is true and correct.

Executed on                  [date]

                                                  [signature]

 

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EXHIBIT F

VENDOR WORK RULES

 

LOGO

AMERICAN LIFE INC.

GENERAL ON-SITE WORK RULES

Office Buildings

These general work rules are written as if they are directed to the person hired to do the work. This is so that you, as a building tenant, can make these requirements a part of your agreement with your vendor. Please make sure the workers who show up on-site are aware of these requirements and manage your vendor/contractor’s and employee’s action in compliance with them. These are not only for protection of the property owner’s interests, but also to protect the interests of all the tenants using the property in common with each other.

While not intending to do so, vendors/contractors/others performing work on site can introduce disruption and hazards onto the property. It is the goal of these work rules to minimize this disruption and related hazards so that each tenant’s use of the property is not unreasonably impacted and we maintain a safe environment for our tenants and the public at large.

If we could boil these requirements down to a simple sentence, it would be this: treat others as you would have them treat you. Otherwise known as the Golden Rule, we’re talking about consideration, communication and using good common sense. Being considerate of your fellow tenants and taking good care of the property will help everyone – including your own business. So help us help you and all the tenants calling this property home by following these requirements.

GENERAL WORK RULES:

 

  1. When You Arrive

 

  a. Parking: on-street parking is usually available nearby and there may also be parking in the building garage, if one exists as part of the office building. Normal parking fees do apply; building management does not validate parking.

 

  b.

Loading Dock Use: if the office building has a loading dock, use of the loading dock needs to be scheduled with building management. Contact the American Life Service Center (206-971-7870) to schedule loading dock use. The loading dock is a load/unload zone; not a parking area. Call the American Life Service Center if

 

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  you need permission to park your vehicle in the loading dock beyond loading or unloading.

 

  c. Check in with the building tenant who hired you by going directly to their office. If you will be working outside of the tenant’s space in building common areas, you must also check in with the American Life Service Center to get approval and possibly access. Be aware: if you have not secured this approval in advance, you may need to reschedule that portion of your work to a different time.

 

  d. Questions about where to go? See the security/concierge desk in the main lobby or if not available, contact the American Life Service Center.

 

  2. Arranging For Advance Access To Building Common Areas

 

  a. You will need to coordinate for access to any area outside of the building tenant’s office space. We also need to evaluate any possible impact of your work to other building occupants. For this access you may need to arrange for building access credentials and/or a key card.

 

  b. Getting Your Access Credentials: You will be required to leave your driver’s license or a monetary deposit with the lobby security desk or Service Center in exchange for a building access credential/key card when you arrive on-site. When you complete your work for the day, return the building access credential and you’ll receive your driver’s license and/or monetary deposit.

 

  c. You will be asked to identify/confirm those areas of the building where you will be working. This is an important life-safety issue so we can inform emergency responders where people are working in the building in the event of an emergency.

 

  3. General Rules For Working On The Property:

 

  a. You must perform all work in accordance with all applicable codes, regulations and laws.

 

  b. Keep the lobby security desk/Service Center aware of your location in the building for life-safety purposes.

 

  c.

If your work involves anything that might set off a building smoke or fire alarm (such as spraying, welding, cutting and/or any work with open flame or other hot-work operations), you must coordinate your work in advance with building management. We may need to place the fire systems in a different mode for your work area and possibly make other arrangements depending on the severity and time involved in the disruption to normal fire system operation. See information in Section 4 of these General Work Rules of specific information for hot-work precautions and requirements. Failure to coordinate such work in advance with building management may result in false alarms, fines and/or a requirement to cease

 

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  work and reschedule. You may be assessed additional fees and fines related to any such disruption, so coordinate in advance.

 

  d. If your work involves the generation of airborne vapor or particles of any kind, you must have a plan filed with building management for protecting the smoke detectors, light fixtures, return and supply air plenums, VAV boxes and ducts from entraining these airborne vapors or particles. The same precautions must be taken with respect to other sensitive building systems from entraining vapors or particles and becoming damaged or being placed into alarm by your work.

 

  e. Any paint, adhesives, solvents, or other materials that introduce potentially harmful vapors into the building indoor air environment must be approved in advance by building management and MSDS information provided. Indoor air quality regulations and requirements must be maintained within the building indoor environment. Do not show up with such materials that have not been approved for use in the building. We will shut-down your work when we discover such use and you will have to reschedule.

 

  f. Spraying any particulate substance, such as spray painting, inside the building can damage the heating, ventilating and air conditioning system, lighting systems, fire alarm system components, and other important and sensitive building systems. ALL SPRAYING ON THE PROPERTY MUST BE APPROVED IN ADVANCE.

 

  g. Do not prop open any building service or other doors. This includes electrical rooms, fire protection rooms, janitor closets, communications infrastructure rooms, trash rooms, stairwell doors, or any other non-tenant specific door within the common area or building service areas. We issue you a key or access card for a reason – to allow you and you alone access to otherwise secured areas of the building. Do not compromise the security of those areas by propping open the door. Keep doors closed even when working inside the area. If it is simply not possible to accomplish your work with the door to the area/room closed, you must obtain special permission from building management to keep the door open. To seek this permission, contact the American Life Service Center (see contact information listed above).

 

  h. Activities that create loud noise, excessive vibration, block access or circulation, or other disruptions to tenants and normal building operation will need to be scheduled for “after-hours” periods. For purposes of scheduling such work, “after-hours” periods will be times other than Monday – Friday, 8am to 5pm. If your work is creating a disruption, you may be asked to discontinue work and return to finish during an “after-hours” time period. Building management reserves the right in its reasonable discretion, to determine what activities are disruptive and objectionable and what times are acceptable for performance of any disruptive work.

 

  i.

Clean up after yourself! Leave your work area as clean or cleaner than you found it. If we have to come in and spend resources to clean up after you, we will assess a charge to the tenant who hired you to reimburse the building for those costs. They

 

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  won’t be too happy about that. So, keep your customer happy and clean up your mess when you are finished.

 

  j. Keep your shoes clean. Wipe your feet before you leave your work area so you don’t track debris onto common area flooring.

 

  k. Parking arrangements should be made in advance with building management. Loading dock use is permitted if scheduled in advance with building management.

 

  l. You are to use the loading dock or other designated service entrance for access to the building. Do not use the main building entrance unless you have received permission to do so from building management in advance.

 

  m. Use the designated service elevator that is accessible from the loading dock and not the passenger elevators accessible from the building lobby.

 

  n. Do not leave equipment, tools, ladders, or other items unattended in the building fire stairs, hallways, lobbies, plazas or other public / common areas. Items found unattended in such areas will be removed by building security.

 

  o. Cordon off your work area with visible barriers to alert passers by and keep them from wandering unawares into your work area.

 

  p. Vendor will adequately protect existing building finishes, furniture, equipment and systems during your work.

 

  q. For electrical work:

 

  i. Except as otherwise expressly provided in your lease, all new electrical circuits shall be installed from a panel located on the floor where the electrical load and receptacles reside. Except as otherwise expressly provided in your lease, do not take power from a floor above or below to serve a load.

 

  ii. Aluminum wire permitted for main feeds only; use copper wire for all circuit wiring.

 

  iii. Electrical panel is to be clearly labeled with all circuit locations and a new panel schedule provided.

 

  r. Clean all dust accumulation from overhead horizontal and vertical surfaces above the ceiling line prior to closing the ceiling.

 

  s. DO NOT LEAVE WORK DEBRIS IN BUILDING COMMON AREAS. Make advance arrangements with building management for refuse handling from your work area and off-site disposal of your work related waste. DO NOT USE BUILDING TRASH RECEPTACLES FOR DISPOSAL OF YOUR WORK RELATED WASTE.

 

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  t. Do not interrupt existing utility services without advance coordination and approval from building management.

 

  u. Except as otherwise expressly provided in your lease, installation of any communications cabling, conduit or equipment must be approved in advance by building management.

 

  v. Heavy machinery or power tools of any kind may not be used in the building without prior consent from building management, which consent shall not be unreasonably withheld, conditioned or delayed.

 

  w. No gasoline, kerosene, or other flammable liquid may be used or stored upon the property without prior consent from building management.

 

  x. Noxious gases or other such substances may not be used or brought upon the property without advance approval from building management. Contact the Service Center for approval if required: 206-971-7870 | servicecenter@americanlifeinc.com

 

  y. NOTHING MAY BE HUNG OR ATTACHED TO ANY COMPONENT OF THE BUILDING FIRE PROTECTION OR ALARM SYSTEM. Do not hang or attach anything to a component of the building plumbing, HVAC, electrical, communications, or any other building system without the express advance approval of building management.

 

  z. NO DRILLING OF CONCRETE FLOOR SLABS! The concrete floor slabs are post-tensioned concrete and contain structural tendons that are stressed to provide for the structural load carrying capacity for the floor. Drilling could hit one of these tendons and cause a structural failure. All floor drilling must follow a highly organized advance process – contact building management in advance for any drilling that involves a concrete column, floor/ceiling slab or any building structural element.

 

  aa. No drilling or attachments are permitted to any building structural element including the building exterior, fenestration/curtain wall, window sills, or window mullions.

 

  4. Hot-Work Precautions & General Requirements

 

  a. Hot-work is any work that can cause ignition of combustible materials. Examples of hot-work are welding, cutting, soldering, and all work involving an open flame.

 

  b. Hot-work is only permitted in areas that have been made fire-safe. Hot-work will not be permitted:
  i. In areas not approved in advance by building management and/or the building or fire code official as required by local code/ordinance/regulation.

 

  ii. In buildings or areas where fire sprinklers are not functioning

 

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  iii. In the presence of explosive atmospheres (e.g., mixtures of flammable gases, vapors, liquids, or dusts with air) or where the explosive atmospheres can develop inside unclean or improperly prepared drums, tanks, or other equipment and containers that have previously contained such materials or that can develop in areas with an accumulation of combustible dusts.

 

  iv. In areas near the storage of large quantities of exposed, readily ignitable materials such as bailed paper, or trash bins.

 

  c. Precautions for Hot-Work: The following are considered minimum precautions. The contractor/vendor/persons doing the work are ultimately fully accountable for making the work area fire safe and performing the work in a safe and responsible manner.

 

  i. Ensure equipment is in proper operating condition.

 

  ii. Move combustibles at least 35 feet from hot-work operations. If combustibles cannot be moved, they must be protected by metal guards or by flameproof curtains or covers rather than ordinary tarpaulins.

 

  iii. Prohibit hot-work in or on vessels containing or that have contained flammable or combustible materials, until they have been properly cleaned, purged and made inert.

 

  iv. Check the atmosphere for combustible gases or vapors using reliable detection equipment. If there is a chance of a combustible gas vapor release during hot-work operations, use continuous-duty portable combustible gas detectors to constantly monitor the area and provide adequate ventilation to prevent a dangerous concentration of combustible gas vapors.

 

  v. Prohibit hot-work until surrounding floors have been swept clean and, if combustible, wet down.

 

  vi. Prohibit hot-work until all wall and floor openings within 35 feet of the operations have been tightly covered or otherwise protected with metal guards or flameproof tarpaulins.

 

  vii. Prohibit hot-work until responsible persons have been assigned to watch for dangerous sparks in the area and on floors above and below.

 

  viii. Secure gas cutting and welding cylinders so they will not be upset or damaged and replace protective caps on all cylinders not actually in use.

 

  ix. Properly connect the ground clamp when using electrical welding equipment. An improperly connected ground can become a source of ignition. Connect the ground clamp where it can be easily observed by a responsible person watching for fire danger.

 

  x. Arrange for a fire-watch and patrol of the work area for at least 30 minutes following completion of the hot-work.

 

  xi. Take measures to properly protect all equipment used in the hot-work operation so that it does not become damaged.

 

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BUILDING MANAGEMENT RESERVES THE SOLE AND EXCLUSIVE RIGHT TO AMEND OR ALTER THESE RULES & REGULATIONS IN A COMMERCIALLY REASONABLE MANNER WITH PRIOR REASONABLE WRITTEN NOTICE TO TENANT, PROVIDED ANY SUCH AMENDMENTS DO NOT MATERIALLY INCREASE TENANT’S OBLIGATIONS OR DECREASE TENANT’S RIGHTS UNDER ITS LEASE.

THESE WORK RULES ARE HEREBY INCORPORATED BY REFERENCE INTO THE RULES AND REGULATIONS FOR THE BUILDING, VENDOR MASTER SERVICES AGREEMENTS, AND ALL TENANT LEASES.

 

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EXHIBIT G

EXTERIOR SIGNAGE

Deleted

 

Page 77 of 91


EXHIBIT H

ROOFTOP LICENSE AGREEMENT

Deleted

 

Page 78 of 91


EXHIBIT I

ELECTRICAL CONSUMPTION CHARGE CALCULATION

 

LOGO

 

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EXHIBIT J

JANITORIAL SPECIFICATIONS

JANITORIAL SCHEDULE

 

LOGO   

National

Maintenance

Contractors, L.L.C.

 

Tenant Areas

  

Times

Weekly

  

Times

Monthly

  

Times

Yearly

•    Turn off all lights except those required to be left on.

   5      

•    Vacuum all common areas, conference rooms, reception areas, traffic areas and other carpet as needed.

   5      

•    Dust and spot damp mop all tile and wood floors.

   5      

•    Dust all open desks, workstations, not disturbing papers and folders. Spot clean tops as needed.

   5      

•    Empty waste baskets, insert liners as required, remove and deposit trash in containers following recycling guidelines.

   5      

•    Return chairs and waste baskets to proper positions.

   5      

•    Spot clean walls, doors and relites as needed.

   5      

•    Clean door thresholds.

   5      

•    Wipe clean all smudged brightwork, brass work and kickplates.

   5      

•    Spot clean all carpets as needed.

   5      

•    Clean, sanitize and polish drinking fountains.

   5      

•    Kitchens and Lunchrooms – clean stainless steel sinks, not removing dishes.

   5      

•    Kitchens and Lunchrooms – Spot clean all Formica counter tops and cabinetry.

   5      

•    Kitchen and Lunchrooms – Spot clean walls as needed.

   5      

•    Kitchen and Lunchrooms – Spot clean tables and chairs as needed.

   5      

•    Kitchen and Lunchrooms – Dust appliances.

   5      

•    Perform all “low dusting” not done daily; coat racks, shelves, desks, credenzas, counters, cabinets, all ledges and flat surfaces within reach, furniture ledges, window sills, door louvers, wood paneling and molding.

   5      

•    Vacuum all carpeted areas including under desk.

   5      

•    Completely damp mop all tile and wood floors.

   5      

•    Dust partition tops.

   5      

 

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•    Dust all high reach areas including tops of door frames, furniture ledges, air conditioning diffusers, picture frames, etc.

      1   

•    Clean and polish chrome and bright metal, entrance doors, kick and push plates, and all metal thresholds.

      1   

•    Dust inside of all door jambs.

      1   

 

Page 81 of 91


Restroom Service

  

Times

Weekly

  

Times

Monthly

  

Times

Yearly

•    Refill all paper, sanitary napkins, and soap dispensers.

   5      

•    Clean mirrors, bright metal and all other restroom fixtures.

   5      

•    Wash and sanitize all toilets, both sides of toilet seats, urinals, sinks, and partitions.

   5      

•    Disinfect toilet, urinals and sinks.

   5      

•    Dust mop then damp mop floors with disinfecting cleaner. Deck brush all problem grout areas.

   5      

•    Empty all waste receptacles.

   5      

•    Remove all restroom trash.

   5      

•    Spot clean fingerprints, marks from walls, partitions, glass, aluminum and light switches.

   5      

•    Vacuum and edge carpeted areas.

   5      

•    Report all fixtures not working properly to Building Management Office.

   5      

•    Dust all low reach and high reach areas, including mirror tops, partition tops and edges, and air conditioning vents.

   1      

•    Clean under surfaces of all wash basins, toilets, and stainless steel shelves.

   1      

•    Wipe down all partition walls.

      1   

•    Dust and clean all doors and door jambs.

      1   

Lobby Areas

  

Times

Weekly

  

Times

Monthly

  

Times

Yearly

•    Spot clean all entry glass, stainless steel and brass hardware, doors, walls and thresholds.

   5      

•    Dust and then damp mop complete, all hard surface floorings.

   5      

•    Dust all horizontal surfaces.

   5      

•    Vacuum and spot clean all carpeted areas.

   5      

•    Empty and clean all trash and ash receptacles.

   5      

•    Dust baseboards.

   1      

Elevators

  

Times

Weekly

  

Times

Monthly

  

Times

Yearly

•    Dust and spot clean inside and outside door surfaces and lobby call buttons on all floors.

   5      

•    Spot clean carpet as needed.

   5      

•    Vacuum all cab floors thoroughly.

   5      

•    Vacuum all elevator thresholds as needed.

   5      

•    Dust and spot clean all cab wall panels.

   5      

•    Clean cab telephone cabinets as needed.

   5      

•    Polish handrails and bright work.

   5      

 

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•    Dust ceiling.

   1      

•    Clean cab wall panels.

   1      

•    Clean and polish all elevator thresholds.

      1   

 

Page 83 of 91


Janitorial Closet

  

Times

Weekly

  

Times

Monthly

  

Times

Yearly

•    Do not leave trash or clutter overnight.

   5      

•    Maintain an orderly arrangement of janitorial supplies and paper products in the storage rooms and service sink closets.

   5      

•    Maintain an orderly arrangement of all equipment stored in these areas such as mops, buckets, brooms, vacuum cleaners, scrubbers, etc.

   5      

•    Clean and disinfect service sinks as needed.

   5      

•    Sweep and damp mop service sink closet floors as needed, deodorize and disinfect as required.

   5      

 

Page 84 of 91


EXHIBIT K

LETTER OF CREDIT REIMBURSEMENT

AND SECURITY AGREEMENT

(Stand-by Letter of Credit)

IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER                     

ISSUE DATE:                        

ISSUING BANK:

SILICON VALLEY BANK

3003 TASMAN DRIVE

2ND FLOOR, MAIL SORT HF210

SANTA CLARA, CALIFORNIA 95054

 

BENEFICIARY:                    

 

 

 

 

 

APPLICANT:

 

 

 

 

AMOUNT:        US$                      (                             AND XX/100 U.S. DOLLARS)

EXPIRATION DATE:                                        

LOCATION:         SANTA CLARA, CALIFORNIA

DEAR SIR/MADAM:                

WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. SVBSF             IN YOUR FAVOR AVAILABLE BY YOUR DRAFTS DRAWN ON US AT SIGHT IN THE FORM OF EXHIBIT “A” ATTACHED AND ACCOMPANIED BY THE FOLLOWING DOCUMENTS:

 

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1. THE ORIGINAL OF THIS LETTER OF CREDIT AND ALL AMENDMENT(S), IF ANY.
2. BENEFICIARY’S SIGNED STATEMENT STATING AS FOLLOWS:

“AN EVENT OF DEFAULT (AS DEFINED IN THE LEASE) HAS OCCURRED BY                     AS TENANT UNDER THAT CERTAIN LEASE AGREEMENT BETWEEN TENANT, AND                     AS LANDLORD. FURTHERMORE THIS IS TO CERTIFY THAT: (I) LANDLORD HAS GIVEN WRITTEN NOTICE TO TENANT TO CURE THE DEFAULT PURSUANT TO THE TERMS OF THE LEASE; (II) SUCH DEFAULT HAS NOT BEEN CURED UP TO THIS DATE OF DRAWING UNDER THIS LETTER OF CREDIT; AND (III) LANDLORD IS AUTHORIZED TO DRAW DOWN ON THE LETTER OF CREDIT AND THAT LANDLORD WILL HOLD THE FUNDS DRAWN UNDER THIS LETTER OF CREDIT AS SECURITY DEPOSIT FOR TENANT OR APPLY SAID FUNDS TO TENANT’S OBLIGATION UNDER THE LEASE.”

PARTIAL DRAWS AND MULTIPLE PRESENTATIONS ARE ALLOWED.

THIS ORIGINAL LETTER OF CREDIT MUST ACCOMPANY ANY DRAWINGS HEREUNDER FOR ENDORSEMENT OF THE DRAWING AMOUNT AND WILL BE RETURNED TO THE BENEFICIARY UNLESS IT IS FULLY UTILIZED.

THIS LETTER OF CREDIT SHALL BE AUTOMATICALLY EXTENDED FOR AN ADDITIONAL PERIOD OF ONE YEAR, WITHOUT AMENDMENT, FROM THE PRESENT OR EACH FUTURE EXPIRATION DATE UNLESS AT LEAST __ DAYS PRIOR TO THE THEN CURRENT EXPIRATION DATE WE SEND YOU A NOTICE BY REGISTERED MAIL OR OVERNIGHT COURIER SERVICE AT THE ABOVE ADDRESS THAT THIS LETTER OF CREDIT WILL NOT BE EXTENDED BEYOND THE CURRENT EXPIRATION DATE. IN NO EVENT SHALL THIS LETTER OF CREDIT BE AUTOMATICALLY EXTENDED BEYOND                     .

THIS LETTER OF CREDIT IS TRANSFERABLE ONE OR MORE TIMES, BUT IN EACH INSTANCE ONLY TO A SINGLE BENEFICIARY AS TRANSFEREE AND ONLY UP TO THE THEN AVAILABLE AMOUNT, ASSUMING SUCH TRANSFER TO SUCH TRANSFEREE WOULD BE IN COMPLIANCE WITH THEN APPLICABLE LAW AND REGULATION, INCLUDING BUT NOT LIMITED TO THE REGULATIONS OF THE U. S. DEPARTMENT OF TREASURY AND U. S. DEPARTMENT OF COMMERCE. AT THE TIME OF TRANSFER, THE ORIGINAL LETTER OF CREDIT AND ORIGINAL AMENDMENT(S), IF ANY, MUST BE SURRENDERED TO US AT OUR ADDRESS INDICATED IN THIS LETTER OF CREDIT TOGETHER WITH OUR TRANSFER FORM ATTACHED HERETO AS EXHIBIT “B” DULY EXECUTED. THE CORRECTNESS OF THE SIGNATURE AND TITLE OF THE PERSON SIGNING THE TRANSFER FORM MUST BE VERIFIED BY BENEFICIARY’S BANK. BENEFICIARY SHALL PAY OUR TRANSFER FEE OF  14 OF 1% OF THE TRANSFER AMOUNT (MINIMUM US$250.00) UNDER THIS LETTER OF CREDIT. EACH TRANSFER SHALL BE EVIDENCED BY OUR ENDORSEMENT ON THE REVERSE OF THE LETTER OF CREDIT AND WE SHALL

 

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FORWARD THE ORIGINAL OF THE LETTER OF CREDIT SO ENDORSED TO THE TRANSFEREE.

DRAFT(S) AND DOCUMENTS MUST INDICATE THE NUMBER AND DATE OF THIS LETTER OF CREDIT.

DOCUMENTS MUST BE FORWARDED TO US BY OVERNIGHT DELIVERY SERVICE TO: SILICON VALLEY BANK, 3003 TASMAN DRIVE, SANTA CLARA CA 95054, ATTN: INTERNATIONAL DIVISION.

WE HEREBY AGREE WITH THE BENEFICIARY THAT THE DRAFTS DRAWN UNDER AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT SHALL BE DULY HONORED UPON PRESENTATION TO US ON OR BEFORE THE EXPIRATION DATE OF THIS LETTER OF CREDIT.

IF ANY INSTRUCTIONS ACCOMPANYING A DRAWING UNDER THIS LETTER OF CREDIT REQUEST THAT PAYMENT IS TO BE MADE BY TRANSFER TO YOUR ACCOUNT WITH ANOTHER BANK, WE WILL ONLY EFFECT SUCH PAYMENT BY FED WIRE TO A U.S. REGULATED BANK, AND WE AND/OR SUCH OTHER BANK MAY RELY ON AN ACCOUNT NUMBER SPECIFIED IN SUCH INSTRUCTIONS EVEN IF THE NUMBER IDENTIFIES A PERSON OR ENTITY DIFFERENT FROM THE INTENDED PAYEE.

THIS LETTER OF CREDIT IS SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES (ISP98), INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NO. 590.

 

 

 

     

 

  
 

AUTHORIZED SIGNATURE

      AUTHORIZED SIGNATURE   

IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER                                             

 

Page 87 of 91


EXHIBIT “A”

 

DATE:                         REF. NO.                     

AT SIGHT OF THIS DRAFT

PAY TO THE ORDER OF                                                                                                US$                                              

US DOLLARS                                                                                                                                                                

DRAWN UNDER SILICON VALLEY BANK, SANTA CLARA, CALIFORNIA, STANDBY

LETTER OF CREDIT NUMBER NO.                                      DATED                                         

 

TO: SILICON VALLEY BANK   
        3003 TASMAN DRIVE   

 

        SANTA CLARA, CA 95054    (BENEFICIARY’S NAME)
  

 

Authorized Signature

GUIDELINES TO PREPARE THE DRAFT

 

1. DATE: ISSUANCE DATE OF DRAFT.
2. REF. NO.: BENEFICIARY’S REFERENCE NUMBER, IF ANY.
3. PAY TO THE ORDER OF: NAME OF BENEFICIARY AS INDICATED IN THE L/C (MAKE SURE BENEFICIARY ENDORSES IT ON THE REVERSE SIDE).
4. US$: AMOUNT OF DRAWING IN FIGURES.
5. USDOLLARS: AMOUNT OF DRAWING IN WORDS.
6. LETTER OF CREDIT NUMBER: SILICON VALLEY BANK’S STANDBY L/C NUMBER THAT PERTAINS TO THE DRAWING.
7. DATED: ISSUANCE DATE OF THE STANDBY L/C.
8. BENEFICIARY’S NAME: NAME OF BENEFICIARY AS INDICATED IN THE L/C.
9. AUTHORIZED SIGNATURE: SIGNED BY AN AUTHORIZED SIGNER OF BENEFICIARY.

IF YOU HAVE QUESTIONS RELATED TO THIS STANDBY LETTER OF CREDIT PLEASE CONTACT US AT                 .

 

Page 88 of 91


IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER                            

EXHIBIT

TRANSFER FORM

 

DATE:                             

 

  
TO: SILICON VALLEY BANK   
        3003 TASMAN DRIVE    RE: IRREVOCABLE STANDBY LETTER OF CREDIT
        SANTA CLARA, CA 95054    NO.                      ISSUED BY
        ATTN:INTERNATIONAL DIVISION.    SILICON VALLEY BANK, SANTA CLARA
        STANDBY LETTERS OF CREDIT    L/C AMOUNT:                                 

GENTLEMEN:

FOR VALUE RECEIVED, THE UNDERSIGNED BENEFICIARY HEREBY IRREVOCABLY TRANSFERS TO:

 

 

(NAME OF TRANSFEREE)

 

 

(ADDRESS)

ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY TO DRAW UNDER THE ABOVE LETTER OF CREDIT UP TO ITS AVAILABLE AMOUNT AS SHOWN ABOVE AS OF THE DATE OF THIS TRANSFER.

BY THIS TRANSFER, ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY IN SUCH LETTER OF CREDIT ARE TRANSFERRED TO THE TRANSFEREE. TRANSFEREE SHALL HAVE THE SOLE RIGHTS AS BENEFICIARY THEREOF, INCLUDING SOLE RIGHTS RELATING TO ANY AMENDMENTS, WHETHER INCREASES OR EXTENSIONS OR OTHER AMENDMENTS, AND WHETHER NOW EXISTING OR HEREAFTER MADE. ALL AMENDMENTS ARE TO BE ADVISED DIRECTLY TO THE TRANSFEREE WITHOUT NECESSITY OF ANY CONSENT OF OR NOTICE TO THE UNDERSIGNED BENEFICIARY.

THE ORIGINAL OF SUCH LETTER OF CREDIT IS RETURNED HEREWITH, AND WE ASK YOU TO ENDORSE THE TRANSFER ON THE REVERSE THEREOF, AND FORWARD IT DIRECTLY TO THE TRANSFEREE WITH YOUR CUSTOMARY NOTICE OF TRANSFER.

 

SINCERELY,       

 

SIGNATURE

AUTHENTICATED

 

The name(s), title(s), and signature(s) conform to that/those on file with us for the company and the
signature(s) is/are

 

      
(BENEFICIARY’S NAME)       

 

      
(SIGNATURE OF BENEFICIARY)       

 

      
(NAME AND TITLE)         

 

Page 89 of 91


EXHIBIT L

SHELL AND CORE WORK REQUIRED FOR EARLY DELIVERY

Before Landlord can deliver the Premises for Tenant’s Early Occupancy (as defined in Section 4.1 of the Lease), the Landlord shall have substantially completed those portions of the shell and core as indicated, and Tenant has been provided with access to the Premises as follows:

 

    The Building is weather tight and secure.

 

    The Premises shall be delivered free of any hazardous materials, to the best of the Landlord’s knowledge.

 

    Delivered areas shall be broom clean, clear of materials, equipment and debris, ready for Tenant’s Work.

 

    The Premises shall be fully demised from adjacent spaces, with rated assemblies installed as required by code, taped and ready for finishes.

 

    Interior concrete floor, level to 1/8” over 10’, smooth finish, ready to receive carpet or VCT.

 

    Underslab access to sanitary main with run outs and stub ups to toilet and sink locations within the Premises.

 

    Temporary or permanent roof is in place. Exterior enclosure work is in progress. Premises to be weatherproof enough for drywall to be installed without concern of moisture.

 

    Delivered space shall have temporary or permanent access that complies with OSHA requirements.

 

    Delivered space shall have shell and core electrical and mechanical equipment installed, but not fully energized, and services stubbed out to the space and available for Tenant to tie in.

 

    Landlord and Tenant shall have equal access to hoisting, loading and unloading areas.

 

    Tenant shall have access to temporary power for Tenant’s use if permanent power is not available. Tenant shall be responsible for its electrical power consumption.

 

    Fully-sprinklered space as required for shell coverage.

 

    Accommodations for Tenant’s venting and exhaust requirements, through exterior wall louvers or main exhaust or vent risers, proximate to the Premises. (Landlord to provide the louvers sufficient to accommodate tenant’s air intake and exhaust through coordination with Tenant).

 

    Access to phone and cable demarcation closet.

 

Page 90 of 91


EXHIBIT M

CONDOMINIUM DECLARATION

Deleted

 

Page 91 of 91


EXHIBIT D

TENANT IMPROVEMENTS

(1) Shell and Core Work. No later than November 1, 2017, Landlord shall complete the Building shell and core improvements and all base building standard interior items and finishes substantially in the form as set forth on Exhibit 1 attached hereto and made a part hereof (the “Shell and Core Work”). All of the construction drawings for the Shell and Core Work are listed on Drawing A0.05, Sheet Index, dated June 1, 2016. Landlord shall be responsible for compliance with all Legal Requirements in effect at the time of the permit vesting of the Shell and Core Work. Any work associated with bringing the Shell and Core into compliance with any applicable federal, state, county and municipal laws, ordinances, codes, rules, regulations and requirements (collectively, “Legal Requirements”) shall be at Landlord’s sole cost and expense. If Landlord makes a change to Landlord’s Shell and Core Plans that requires Landlord to amend its building permit or results in a change to the Rentable Area of the Premises (each a “Material Change”), then Landlord shall re-submit to Tenant Landlord’s Shell and Core Plans clearly showing the Material Change (“Landlord’s New Plans”). Within fourteen (14) days of receipt of Landlord’s New Plans, Tenant shall either approve Landlord’s New Plans or request in writing modifications to Landlord’s New Plans, subject to the Legal Requirements. Tenant’s failure to respond within the fourteen (14) day period shall be deemed an approval of Landlord’s New Plans. Landlord shall reimburse Tenant the reasonable cost incurred by Tenant to redraw its plans for the Premises as a result of Landlord’s New Plans, or any other commercially reasonable cost incurred by Tenant as a result of the Landlord’s New Plans. Notwithstanding anything to the contrary herein, Tenant’s requested modifications to Landlord’s Shell and Core Plans for the change in use of Floor 18 and to install the interstitial stairs between Floor 17 and Floor 18 to accommodate Tenant’s Improvements is not a Material Change.

(2) Tenant Improvements. Tenant agrees and acknowledges that it is accepting the Shell and Core Work (as described in Exhibit 1 attached hereto) and the Premises (excepting latent defects and any matters which Tenant provides written notice of within thirty days following delivery of the Premises) as of the date of delivery of the Premises by Landlord to Tenant for construction of improvements for Tenant consisting of general office space and other improvements (the “Tenant Improvements”) in accordance with Schematic Drawings and Specification Letter provided by Alliance Architects (the “Initial Plans”), as same may be modified and reflected in the Final Plans (defined below).

(3) Plans and Specifications. The architect for the Tenant Improvements shall be Alliance Architecture (the “Architect”). Tenant shall enter into an architectural contract with Architect with respect to the services to be performed by Architect under this Exhibit D, but the costs with respect thereto are included in the Construction Costs (defined below). By no later than 90 days after the Effective Date of the Lease, Tenant shall cause the Architect to prepare working drawings in accordance with the Initial Plans and submit the working drawings to Landlord for approval, which working drawings shall include the detailed plans and specifications for the construction of the Tenant Improvements. Landlord shall notify Tenant whether it approves of the working drawings within five (5) business days after Landlord’s receipt of the working drawings. If Landlord disapproves of the working drawings, then Landlord shall notify Tenant thereof

 

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specifying in reasonable detail the reasons for such disapproval, in which case Tenant shall, within five (5) business days after such notice, use commercially reasonable efforts to cause the Architect to revise such working drawings in accordance with Landlord’s reasonable objections and submit revised versions to Landlord for its review and approval. Landlord shall notify Tenant in writing whether it approves of the resubmitted working drawings within three (3) business days after Landlord’s receipt of the working drawings. This process shall be repeated until the working drawings have been finally approved by Landlord. The approved working drawings are referred to herein as the “Final Plans. The Final Plans for the Tenant Improvements shall not negatively impact the Building’s LEED Gold certification, and shall satisfy green standard requirements for landscaping on all decks. In the event of any dispute between Landlord and Tenant with respect to the working drawings or Final Plans, either party may submit the matter to arbitration pursuant to Section 18 below.

(4) Landlord Approval. Landlord’s approval of the Final Plans shall not be unreasonably withheld and may be subject to reasonable conditions, but Landlord’s approval or disapproval of any Change requested in Section 12 below shall be in Landlord’s sole discretion if Tenant’s proposed changes would (a) require changes to structural components, Building systems or exterior design of the Building, (b) require material modification to the Core and Shell Work; (c) require removal of a material existing improvement(s) or (d) delay timely completion of the Premises or any of Landlord’s construction in any other part of the Building.

(5) Existing Conditions. Prior to the preparation of the Final Plans as described below, Tenant or Tenant’s Planner shall visit the Premises to verify and confirm the Core and Shell Work and that the Tenant Improvements shall not cause any conflict with or delay to existing Landlord construction in the Building (the “Existing Conditions”).

(6) Final Plans. The Final Plans shall include the following documents:

 

  a) Final and fully dimensioned floor plans and space plans.

 

  b) Structural plans and specifications as required by applicable codes and governing authorities.

 

  c) Final power, HVAC, plumbing, fire protection, Tenant’s security system interface points with Building’s security system, lighting, and low voltage mud ring locations.

 

  d) Final reflected ceiling plans, which locate, describe, and dimension ceiling systems and any special or accent lighting.

 

  e) Door and hardware schedules and details.

 

  f) Room finish, color schedule and specifications for interior finishes including floors, walls, ceilings and trim.

 

  g) Construction notes and specifications for all material and equipment to be provided and/or installed by Landlord as part of the Shell and Core Work.

 

  h) Construction and cabinet work details for stairs, wall and floor openings, special equipment and all cabinet and millwork items.

(7) Utility Services. All utility services to and within the Premises are subject to the capacities of existing Core and Shell Work as identified in Section 1 above and the availability of

 

2


service from local serving utilities. Tenant, at its own expense, and subject to Landlord’s approval as described above, shall provide and install any equipment necessary to adapt such existing services to Tenant’s requirements.

(8) Cost of the Tenant Improvements.

(a) “Construction Costs” means the reasonable costs or expenses paid or incurred by Tenant to permit, design, construct and complete the Tenant Improvements, including the following costs: (i) payments to the General Contractor (defined below), its subcontractors and materialmen for labor, material, equipment, and fixtures supplied pursuant to the Construction Contract (defined below); (ii) fees paid to the Architect for services required by this Exhibit D; (iii) taxes, fees, charges, and levies by governmental and quasi-governmental agencies for permits and for inspections of the Tenant Improvements; (iv) costs of compliance with the Americans With Disabilities Act; (v), and (vi) costs incurred to obtain the certificate of occupancy for the Premises.

(b) Tenant shall enter into a construction contract (the “Construction Contract”), which shall be on the following form: A1A A102 and A1A A201 with SoDo Builders, LLC (the “General Contractor”) for the construction of the Tenant Improvements in accordance with the Final Plans. General Contractor shall provide weekly written updates to Landlord and Tenant describing the work completed to date and a comparison of costs incurred versus budgeted amounts and providing an updated schedule for the remainder of the Tenant Improvements, including the anticipated date of Substantial Completion. The General Contractor shall not display any signs in, on, or adjacent to the Building or the Premises.

(9) Final Budget. Intentionally Deleted.

(10) Tenant Improvement Allowance. Landlord shall be responsible for the payment of the Tenant Improvement Allowance and the Space Planning Allowance as set forth in Section 12.7 of the Lease (collectively, the “Tenant Improvement Allowance”). Tenant shall be responsible for all costs in excess of the Tenant Improvement Allowance incurred to complete the Tenant Improvements.

(11) Payment of Tenant Improvement Allowance. Tenant shall submit its contractor’s invoices, lien waivers and evidence of payment to Landlord and Landlord shall remit payment for all Tenant Improvement work in progress within fifteen (15) days after receipt of invoices from Tenant’s contractor and such supporting invoices and lien releases as Landlord reasonably requires, except that Landlord may retain an amount equal to five percent (5%) of each progress billing (“TI Allowance Retention”). Final payment by Landlord shall be rendered and payable within fifteen (15) days after the Date of Substantial Completion of the Tenant Improvements, and Landlord’s approval of the work, such approval not to be unreasonably withheld. Any amounts greater than the Tenant Improvement Allowance provided by the Landlord shall be the responsibility of the Tenant. Tenant shall keep this Lease, the Premises and the Property free from any mechanic’s, materialmen’s, architect’s, engineer’s or similar liens or encumbrances, and any claims therefore in connection with any work. Tenant shall remove any such claim, lien or encumbrance by bond or otherwise within 30 days after notice by Landlord. If Tenant fails to do so, Landlord may pay the amount (or any portion thereof) or take such other action as Landlord

 

3


deems necessary to remove such claim, lien or encumbrance without being responsible for investigating the validity thereof. The amount so paid and costs incurred by Landlord shall be deemed Rent under this Lease payable upon demand, without limitation as to other remedies available to Landlord.

(12) Changes. If Tenant requests any change, addition or alteration in the Final Plans (“Change”), Tenant shall contract with General Contractor to promptly give Tenant an estimate of any additional costs and/or any delay in Substantial Completion of the Tenant Improvements associated with the Change. Within five (5) business days after receipt of such estimate, Tenant shall give Landlord written notice whether Tenant elects to proceed with the Change. If Tenant notifies Landlord in writing that Tenant elects to proceed with the Change and if Landlord approves the Change, Tenant shall incorporate the Change into the Tenant Improvements, any increased Construction Costs due to the Change shall be added to the Construction Costs. If Tenant fails to notify Landlord of its election within the five (5) business day period, Tenant shall complete the Tenant Improvements without making such Change.

(13) Construction of Tenant Improvements. Tenant shall obtain all permits or other governmental approval required in connection with the construction of the Tenant Improvements. Landlord shall cooperate and provide reasonable assistance to Tenant in obtaining all permits and approvals, including, assistance in connection with a change in use for Floor 18, any approvals relating to the change in location of the interstitial stairs between the Floor 17 and Floor 18, and the execution of any applications. When permits for commencement of construction of the Tenant Improvements have been obtained and Tenant and the General Contractor have entered into the Construction Contract, Tenant shall cause the General Contractor to commence and to thereafter diligently prosecute the construction of the Tenant Improvements in accordance with the permits, the Final Plans and all Legal Requirements. Upon completion of the Tenant Improvements, Tenant shall provide Landlord with “as built” plans, copies of all construction contracts, and proof of payment for all labor and materials and accompanying lien releases for the work. Landlord and its architects or engineers shall have the right to inspect the work at any time.

(14) Substantial Completion. “Substantial Completion” (or any grammatical variation thereof) of the Tenant Improvements shall mean: (i) completion of the Tenant Improvements in accordance with the Final Plans and permits, subject only to the Punchlist; (ii) receipt by Landlord of a certification by the Architect that the Tenant Improvements have been completed in accordance with the Final Plans; and (iii) a final certificate of occupancy (or its equivalent) for legal occupancy of the Premises has been issued.

(15) Punchlist. Upon Substantial Completion of the Tenant Improvements, a representative of Landlord and a representative of Tenant together shall inspect the Tenant Improvements and generate a punchlist of defective or uncompleted items relating to the completion of construction of the Tenant Improvements that do not interfere with Tenant’s operations (the “Punchlist”). Tenant will use reasonable efforts to cause the General Contractor to complete all Punchlist items as soon practical, but in any event within 60 days after Substantial Completion. Tenant agrees to provide reasonable access to Landlord and the General Contractor after the date of Substantial Completion to allow the General Contractor to finally complete all Punchlist Items of the Tenant Improvements.

 

4


(16) Close Out. As soon as reasonably possible after Substantial Completion of the Tenant Improvements, Tenant shall cause General Contractor to deliver to Landlord a “close out book” (in electronic and hard copy format) which shall include, but not be limited to: Detailed O & M manual with list of contractors, product data sheets, Test and Balance Reports, As Built Drawings—stamped and electronic (autocad), final inspection certifications and signed off Permits and other similar information.

(17) “Tenant Delay” means (i) the length of any actual delay caused by Tenant in Landlord’s completion of the Shell and Core Work Required for Early Delivery, (ii) commencing on the Early Delivery Date, the length of any actual delay caused by Tenant’s Early Occupancy in Landlord’s completion of the Shell and Core Work, or (iii) the length of any actual delay in Tenant’s completion of the Substantial Completion of the Tenant Improvements.

(18) Arbitration. Any dispute between Landlord and Tenant in connection with this Exhibit D shall be settled and finally determined by arbitration by a single arbitrator (the “Arbitrator”), mutually acceptable to Landlord and Tenant, in accordance with the following provisions of this Section 18. If Landlord and Tenant shall fail to agree upon the designation of an Arbitrator within ten (10) business days following the giving of any notice by Landlord or Tenant stating that it wishes to have the Arbitrator settle such dispute, then either party may apply to the office of the American Arbitration Association located in the county in which the Building is located for the designation of such Arbitrator in accordance with the Commercial Arbitration Rules of such Association. Any such Arbitrator shall (a) be an independent third party and not affiliated with either Landlord or Tenant, (b) not have worked for or have been employed by either Landlord or Tenant within the immediately preceding five (5) years, and (c) have appropriate (and not less than ten (10) years) experience settling commercial real estate disputes in the Seattle area. Within five (5) business days next following the giving of any notice by Landlord or Tenant stating that it wishes to have the Arbitrator settle a dispute, the Arbitrator shall conduct such meetings or hearings as he or she deems appropriate, making his or her determination in writing and giving notice to Landlord and Tenant of the determination as soon as practicable, and if possible, within three (3) business days after conducting said meetings or hearings. The determination of the Arbitrator shall be binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses, if any, in connection with any arbitration under this Section 17, but the parties shall share all other expenses and fees of any such arbitration including the expenses and fees of the Arbitrator. The Arbitrator shall be bound by the provisions of the Lease and this Exhibit D, and shall not add to, subtract from or otherwise modify such provisions.

 

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Exhibit 1

Shell and Core Work

The Landlord will provide the following as part of the Landlord provided Shell and Core condition for a typical floor of the Building (floors 8 through 18):

Main Building Lobby at Street Level

 

    The project is a multi-use property containing a hotel, parking garage, and an office building. The hotel and office building share a common seven-story podium supporting the high-rise hotel and office building. The podium contains a single level below grade and seven stories above grade. Common atrium and entrances at the podium are shared between the hotel and office building.

 

    Landlord provides all street level lobbies complete per applicable codes and ADA requirements in Landlord’s selected finish, including all furnishings, fixtures, and equipment.

Office Building Typical Floor Condition and Finishes:

 

    Common Elevators: Nine (9) elevators are provided for vertical circulation between floors. Access to individual floors is secured at the elevator requiring presentation of a key card programmed for access to that floor. Landlord to supply card readers in the elevator cabs. Landlord to supply a destination based system for the elevators. There are four (4) 3,500 pound passenger elevators serving floors 1 and express to floors 6 through 18; two (2) 4,000 pound passenger elevators serving floors 1 through 7 and express to 18; two (2) 4,000 pound passenger elevators serving the lower valet parking level through floor 6; and, one (1) 5,000 pound dedicated freight elevator serving all floors. Landlord to provide elevator speeds that are market for Class A office buildings.

 

    Floor Elevator Lobbies: Provided in unfinished condition ready for Tenant finish work. If gypsum wall board is provided on the core walls Landlord to finish with Level 4 finish and primed. Ceiling height shall be no less than 10’0” above finished floor.

 

    Restrooms: A men’s and women’s restroom each per floor, complete with Class A office building standard finishes, and all fixtures installed complete per applicable codes and ADA requirements for normal office occupancy. Landlord to provide each floor with five (5) fixture counts for both the men and the women’s restrooms, per the attached floor plans for floors 8-17 and the 18th floor. Tenant to have the ability to review and approve finish selections. Restrooms to be served by 8’ doors and frames. Toilet fixtures to be wall mounted. Partitions to be ceiling hung and metal. All plumbing fixtures to be motion- Sensor. Wet walls shall include tile to at least 48” above finished floor.

 

    Drinking Fountains: Building standard ADA compliant drinking fountain at the common central elevator core, one (1) each per floor. Drinking fountains to have a bottle filler capability. Drinking fountains to have capability of serving refrigerated water, not just tap water.

 

   

Floor Electrical Rooms: One room per floor designed for primary electrical distribution equipment bringing electrical power from the Building electrical service to the floor,

 

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including primary distribution panels and transformers serving building standard Tenant electrical loads throughout the floor. Room finishes are building standard sealed concrete floor, GWB and concrete walls painted and concrete columns in natural concrete finish, 8’ hollow-metal doors and frames painted both sides, secured with Building standard hardware. Concrete floors sealed with an epoxy-type coating.

 

    Floor Mechanical Rooms: One per floor, designed to accommodate the floor-by-floor HVAC unit and appurtenant fixtures and equipment of the building standard mechanical system. Room finishes are building standard sealed concrete floor, GWB and concrete walls painted and concrete columns in natural concrete finish, 8’ hollow-metal doors and frames painted both sides, secured with building standard hardware. Concrete floors sealed with an epoxy-type coating.

 

    Floor Communications Rooms: Designed to house telecommunications carrier cabling, equipment, and cross-connect panels for Tenant connection to carrier services at the floor. All Tenant communications equipment, other than Tenant’s carrier cross-connect panels, shall be located within Tenant’s leased space in an MDF/IDF room constructed as part of Tenant’s finish work. Sufficient pathways/sleeves for Tenant’s use will be provided in floor and ceiling (in building standard quantity) to facilitate installation of Tenant’s vertical riser cabling. Additional sleeves, if feasible, may be installed as part of Tenant’s finish work. Interior room finishes are building standard sealed concrete floor, GWB walls with fire-rated plywood backboard, concrete walls painted and concrete columns in natural concrete finish, 8’ hollow-metal doors and frames painted both sides, secured with building standard hardware. Concrete floors sealed with an epoxy-type coating.

 

    Floor Utility Rooms: One (1) utility room for storage of cleaning equipment and supplies for cleaning the floor. Room contains a mop-sink. Room finishes are building standard sealed concrete floor, GWB and concrete walls painted and concrete columns in natural concrete finish, 8’ hollow-metal doors and frames painted both sides, secured with building standard hardware. Concrete floors sealed with an epoxy-type coating.

 

    Common Fire Exit Stairwell(s): Complete per applicable codes for fire egress from the floors and Building. Building standard, code required, exit lighting provided inside each stairwell. Tenant to have the ability to review the stairwell light fixture that Landlord will provide; a cut-sheet will be provided to Tenant. Finishes are building standard concrete floor, GWB walls painted per Tenant’s plan for Tenant’s floors, 8’ hollow-metal doors and frames painted both sides, secured with building standard hardware. All doors leading from a fire exit stairwell onto a floor are additionally secured with an access control card reader, which is part of the Building’s computerized security and access control system provided by Landlord. Tenant to have the ability to integrate the Lenel stairwell card reader system into Tenant’s own card key system.

 

    Lighting: Emergency egress lighting as required by code for the shell condition on the floor. Building standard and/or code required lighting provided in floor elevator lobby, common restrooms, and floor electrical, mechanical, communications, and janitor’s rooms.

 

   

Flooring: Concrete floor, ready for Tenant finish work. Landlord to provide concrete slab with 80 psf live load capacity plus 20 psf partition load capacity. Flatness of the floor shall have a minimum tolerance of  14” in 10’0”. Any deficiencies in the concrete work greater

 

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than  14” to be repaired by Landlord prior to turnover. Landlord to supply the appropriate openings for interstitial stairs on floors 13-18, per agreed upon plan.

 

    Ceiling: Ceilings are open to structure above ready for Tenant finish work. Finished floor to the bottom of structure shall be a minimum of 13’0”. If Tenant elects to drop an acoustical ceiling system a ceiling of no less than 10’ shall be permissible.

 

    Columns: Exposed columns, natural concrete finish provided, ready for Tenant finish work.

 

    Interior Core Walls: GWB to be finished to Level 4 finish and primed and concrete walls painted and concrete columns in natural concrete finish, 8’ hollow-metal doors and frames painted both sides, secured with building standard hardware.

 

    Perimeter Shell Glazing/Curtain-Wall: Exterior curtain wall complete with glazing, mullions, headers, and sills, installed per applicable codes. Floors 13-17 shall have vision glazing from 3’1 14” above finished floor to 8’10 12” above finished floor. Floor 18 shall have vision glazing from 3’1 14” above finished floor to 10’10 12” above finished floor. Glazing adjacent to decks has no sill (vision panels start at floor level). All measurements are approximate.

 

    Perimeter Shell Finishes: No GWB (but insulation provided) at perimeter wall below the sill and above the header to facilitate easy access for Tenant’s finish work. Current design is fully sealed back pan (exposed) above head level, no framing.

 

    Perimeter Window Blinds: Landlord to provide and install Mecho shades per a mutually agreeable specification during Tenant finish work.

 

    18th Floor Deck: Landlord to provide water-tight concrete deck with basic stub-outs for irrigation and electrical.

Office Building Fire Protection System:

 

    The Building common and Tenant areas are served by fire sprinkler and alarm systems that satisfy NFPA and applicable code requirements. Modifications of this base Building fire protection system to accommodate Tenant’s improvements are to be part of Tenant’s finish work.

 

    Building levels 8-18 are protected with a double interlock pre-action fire sprinkler system. All sprinkler outlets are 1” and spaced at approximately 150 square feet. This will be a cost benefit during Tenant’s finish work, reducing the required number of “cut-ins” to the sprinkler pipe.

 

    A “VESDA ASD” early warning, aspirating detection system, is provided serving office building levels 8-18 for smoke detection.

 

    Pre-action fire sprinkler systems are designed to require both an electronic detector and sprinkler head to independently activate in order for the system to become charged with water. This helps protect against accidental water discharge in the event of damage to a sprinkler head or other break in the sprinkler system.

 

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Building HVAC System:

 

    The shell and core Building HVAC system is a floor-by-floor variable air volume (VAV) system. Each office floor is served by a dedicated water-cooled self-contained VAV air conditioner (VSC) with 100% air-side economizer. Each VSC is provided with MERV 7 prefilters and MERV 13 final filters and ultraviolet UV-C radiation at the evaporator coil.

 

    Supply air ducts are extended through the floor mechanical room walls for easy connection by Tenant during Tenant’s finish work. Sound traps are provided at mechanical room supply and return openings, and at relief fan discharge on floors adjacent to a deck.

 

    The floor VSC’s are served by a rooftop cooling tower with plate/frame heat exchangers. The base system cooling tower/condenser is also capable of serving up to 100 tons of supplemental cooling loads to meet an office tower Tenant’s 24x7 spot cooling requirements. Tenant shall have the right to connect to and use the Building’s supplemental condenser system to the extent of then available capacity. Landlord has installed condenser-piping stub-outs sized at 30 tons available at each office floor (8-17).

 

    Each office floor is served by variable speed relief fan(s) that discharge horizontally through louvers and include sound attenuated heavy gauge steel intake boots.

 

    Heating is provided via VAV terminal electric re-heat at the individual VAV boxes installed as part of Tenant finish work.

 

    The shell and core HVAC system includes all piping from the rooftop cooling tower to each floor-by-floor VAV air conditioning unit. Ductwork, VAV boxes (Landlord will provide two (2) boxes per floor), diffusers, extension of HVAC controls and other HVAC distribution is to be performed as part of Tenant finish work.

 

    Outdoor Design Conditions:

 

    Summer = 84F dry bulb; 65F wet bulb

 

    Winter = 24F dry bulb

 

    Indoor Design Conditions:

 

    Cooling = 75F

 

    Heating = 70F

 

    Office Space Occupancy: 143 SF/Person

 

    Ventilation/IAQ: 30% above ASHRAE 90.1/Seattle Code, plus demand ventilation controls

 

    Lighting Design Load Design: 1 watt / SF

 

    Electrical Receptacle Load Design: 5.0 watts / SF

 

    LEED Certification: Seeking LEED Gold certification

 

    Modifications to the Base Building HVAC System to accommodate Tenant’s improvements are the part of Tenant’s finish work.

 

    Computerized Building Management & HVAC Controls System with a web-based protocol infrastructure for convenient connection by Tenants.

 

9


Building SCL Electrical Service & Primary Distribution:

 

    Electrical Service: The current Seattle City Light (SCL) service to the Building is fed from the Weller Street substation to a SCL vault and transformer on the Property. This primary service feeder is sized at 26.4KVA.

 

    The SCL service terminates into a 480 volt switchboard configured to deliver 4,000 amps to the Building, 4,000 amps to the hotel, and 1,200 amps to the 1st floor retail and 18th floor restaurant space.

 

    Electrical Distribution to the 18th Floor: The 18th floor is served by an 800 amp, 480 volt feed from the 1,200 amp retail switchboard on the 1st floor, terminating at a main 480/277 volt panel in the 18th floor electrical room. From this main panel, at the 18th floor electrical room, is one (1) 480/277 volt lighting distribution panel and a 112.5 KVA transformer feeding four (4) 120/208 volt distribution panels.

 

    Electrical Distribution To Office Floors 8 through 17: The office Building primary electrical service feeds a 1,200 amp riser direct to the roof dedicated to office Building shell and core mechanical and elevator loads, and a second 3,000 amp riser bus to office floors 8-17 for Tenant mechanical (8 watts/SF), lighting (1 watt/SF), and receptacle loads (5 watts/SF). Landlord provided primary distribution at each floor (8-17), consists of a 400 amp 480/277v disconnect and panel to serve floor electrical loads, including mechanical on the floor. The 400 amp 480/277v disconnect and panel then feed a 100 amp 480/277v panel to serve floor lighting loads; a 75KVA transformer and three (3) panels, each rated at 225amp/120v/208v, for serving receptacle or miscellaneous loads. All other electrical work to be part of Tenant’s finish work.

 

    Modifications to the Office Building electrical service and/or primary distribution to office floors 8-17, the 18th floor, and all other electrical work required to power Tenant’s electrical loads, shall be part of Tenant’s finish work.

Telecommunications Entrance Facilities & Demark Room:

 

    Each telecommunications carrier entering the Building will need to execute a Right of Entry (ROE) agreement with Landlord.

 

    Communications carrier entrance vaults are located on the Northwest Corner, Northeast Corner, Southwest corner, and East side of the property.

 

    Two demark room(s) are provided. Landlord to provide ample pathway for telecommunications carrier conduit and cabling to be installed by the carriers as part of their entrance into the Building and distribution of service.

 

    Within the Building demark rooms are Landlord provided racks. All carriers must locate their equipment within the racks provided or mounted to the walls of the demark room, per approval of Landlord.

 

   

A Landlord provided electrical sub-panel is located within each demark room to provide electrical power for the carrier’s equipment. The Building’s life safety emergency power

 

10


 

generator and UPS backs up the demark electrical panels. For above standard electrical loads; each carrier provides its own UPS if needed.

Emergency Power Generator – Base Building:

 

    The office Building shares a 2.0MW life safety emergency power generator with the hotel and common podium. This life safety generator system is complete with fuel system, automatic transfer switch, and load bank supporting load testing and the connection of a second “roll-up” emergency generator at the street if needed.

 

    The generator supports all code required “life-safety” systems for the office Building.

 

    For tenant emergency power loads, provisions have been made in the parking garage for future installation of additional emergency power generators and fuel tanks as part of Tenant’s finish work.

Base Building Security System:

 

    A Lenel computerized access control system, complete with security cameras, proximity card access readers, and front-end control station.

 

    The Lenel system will be used to control all Building access to common areas and the parking garage and is available for use by Tenant’s as part of Tenant finish work for the Tenant’s leased Premises. Landlord to provide Tenant with an initial set of 300 access cards. Future cards will be purchased from property management.

Fireman’s Communication System/Life-Safety DAS:

 

    A life-safety DAS, also known as a “fireman’s communication system” will be provided and installed per City of Seattle codes.

Cellular DAS System:

 

    A cellular DAS system, owned and managed by Crown Castle, is provided. This Distributed Antenna System (DAS) amplifies the signal strength of wireless carrier signals within the interior of the Building, enhancing the signal for use of cellular/wireless devices.

Bike Storage:

Tenant to have rights to 50 non-exclusive bike spots. Bike storage area to be secure and have a maintenance stand with appropriate tools for fixing day-to-day bike issues. Bike storage area to also have a bike tire pump.

 

11

EX-10.18 23 d317509dex1018.htm FIRST AMENDMENT TO OFFICE BUILDING LEASE FIRST AMENDMENT TO OFFICE BUILDING LEASE

Exhibit 10.18

FIRST AMENDMENT OF OFFICE BUILDING LEASE

THIS FIRST AMENDMENT OF OFFICE BUILDING LEASE (“Amendment”) is made this 1st day of June, 2017, by and between 255 South King Street Limited Partnership, a Washington limited partnership (“Landlord”) and Avalara, Inc., a Washington corporation (“Tenant”).

RECITALS

A. Landlord and Tenant entered into that certain Office Building Lease dated June 9, 2016 (the “Lease”), pursuant to which Tenant leased a portion of the office building commonly known as 255 South King Street, Seattle, Washington, as more particularly described in the Lease (the “Premises”).

B. Landlord and Tenant seek to amend the Lease to modify the Estimated Commencement Date of the Lease and certain dates related to the Estimated Commencement Date as set forth herein.

AMENDMENT

NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein, and for other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, Landlord and Tenant hereby agree as follows:

 

1. Section 2.4 of the Lease is hereby amended in its entirety to read as follows:

2.4 Commencement Date: Three (3) days after Tenant notifies Landlord of the Substantial Completion of the Tenant Improvements (as defined in Exhibit D hereof), which Landlord and Tenant estimate will occur on February 1, 2018 (the “Estimated Commencement Date”). The parties shall mutually confirm the Commencement Date and Expiration Date by written notice. Notwithstanding the forgoing, if Substantial Completion of the Tenant Improvements occurs prior to February 1, 2018, then the Commencement Date shall not be earlier than February 1, 2018 unless Tenant elects to occupy and conduct business on one or more floors of the Premises prior to February 1, 2018.

 

2. The last paragraph of Section 2.8 of the Lease is hereby amended in its entirety to read as follows:

Floors 13 and 14 shall be “space-pocketed” for Tenant (at no cost to Tenant). Tenant shall begin paying Base Rent for Floor 14 (and Additional Rent with respect thereto) commencing in month 11 of the Lease (estimated to be December 1, 2018). Tenant shall begin paying Base Rent for Floor 13 (and Additional Rent with respect thereto) commencing in month 23 of the Lease (estimated to be December 1, 2019).

 

FIRST AMENDMENT

AVALARA LEASE

Page 1 of 7


3. Article 4 of the Lease is hereby amended in its entirety to read as follows:

 

  4. DELIVERY OF POSSESSION

4.1 Tenant shall be entitled to enter the Premises (“Tenant’s Early Occupancy”), at no charge, at any time after Landlord has completed construction of that portion of the Shell and Core Work (as defined in Exhibit D) that will enable Tenant to commence construction of the Tenant Improvements as described in Exhibit L (the “Shell and Core Work Required for Early Delivery”), which such construction is currently scheduled to be completed by July 1, 2017 (the “Early Delivery Date”); provided that Tenant does not thereby unreasonably interfere with Landlord’s construction of the balance of the Shell and Core Work and/or improvements for other tenants in the Building as a result of such occupancy. All provisions of this Lease shall be applicable during Tenant’s Early Occupancy except for Tenant’s maintenance obligation, the payment of Base Rent, and the payment of Additional Rent.

4.2 The Estimated Commencement Date set forth in Section 2.4 of this Lease represents an estimate of the actual Commencement Date. The Commencement Date shall be three (3) days after Tenant delivers written notice to Landlord of the Substantial Completion of the Tenant Improvements (defined in Exhibit D). If the Commencement Date is later than the Estimated Commencement Date specified in Section 2.4 above, this Lease shall not be void or voidable and Landlord and Tenant shall be entitled to the rights and remedies set forth in Sections 4.3 through 4.6. Landlord and Tenant shall confirm the Commencement Date in writing after the actual Commencement Date has been established. Notwithstanding the forgoing, if Substantial Completion of the Tenant Improvements occurs prior to February 1, 2018, then the Commencement Date shall not be earlier than February 1, 2018 unless Tenant elects to occupy and conduct business on one or more floors of the Premises prior to February 1, 2018.

4.3 If the Landlord fails to (i) complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date, or (ii) complete the Shell and Core Work by January 1, 2018 for any reason other than Tenant Delays or Changes (each as defined in Exhibit D), and Landlord’s failure to timely complete either of same is the proximate cause of Tenant’s inability to achieve Substantial Completion of the Tenant Improvements by the Estimated Commencement Date, then Tenant shall be entitled, commencing on February 1, 2018, to one (1) day of free Base Rent for each day of delay of the Commencement Date up through August 1, 2018. If the Commencement Date has not occurred by August 1, 2018, then Tenant may, in its sole discretion, elect to terminate this Lease without penalty. Notwithstanding anything herein to the contrary, such termination date shall not be subject to extensions for any reason whatsoever (including, without limitation, any force majeure delays described in Section 34 of the Lease). Any free Base Rent awarded herein shall be applied against the most immediate calendar months of the Term for which Base Rent is due. Landlord represents and warrants that it has received all applicable building permits for the Shell and Core Work to construct the Building (“Original Shell and Core Permits”), excepting modification to the Original Shell and Core Permits described in Section 4.6 below.

If the Landlord fails to (i) complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date, or (ii) complete the Shell and Core Work by January 1, 2018 due to Tenant Delays or Changes, then the Commencement Date shall be the Estimated Commencement Date.

4.4 If Tenant’s failure to achieve Substantial Completion of the Tenant Improvements by the Estimated Commencement Date is caused by (i) Landlord’s failure to complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date due to a Landlord Force Majeure Delay, or (ii) Landlord’s failure to complete the Shell and Core Work by January 1, 2018 due to a Landlord Force Majeure Delay, and either of such delay is the proximate cause of Tenant’s inability to achieve timely Substantial Completion, or (iii) a Tenant Force Majeure Delay (defined below), then the Estimated Commencement Date shall be extended by one day for each day of delay so caused. For purposes of this Lease, the term “Landlord Force Majeure Delay” means any actual delay in the timely completion of construction of either the Shell and Core Work Required for Early Delivery or the Core and Shell Work to the extent resulting from any act of God, fire or other casualty.

 

FIRST AMENDMENT

AVALARA LEASE

Page 2 of 7


4.5 If Tenant fails to achieve Substantial Completion of the Tenant Improvements by the Estimated Commencement Date for any reason other than (i) Landlord’s failure to complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date and such failure is not caused by a Landlord Force Majeure Delay, or (ii) Landlord’s failure to complete the Shell and Core Work by January 1, 2018 and such failure is not caused by a Landlord Force Majeure Delay, and either of such delay is the proximate cause of Tenant’s inability to achieve timely Substantial Completion of the Tenant Improvements, or (iii) a Tenant Force Majeure Delay (defined below), then the Commencement Date of the Lease shall be March 1, 2018. For purposes of this Lease, the term “Tenant Force Majeure Delay” means any actual delay in achieving Substantial Completion of the Tenant Improvements to the extent resulting from any of the following (i) any act of God, fire or other casualty, or (ii) the failure of a governmental entity to issue any applicable permit or approval for the construction of the Tenant Improvements by June 15, 2017 (excepting Tenant Related Shell and Core Permit Delays described in Section 4.6 below), provided Tenant submits application for such permits and approvals on or before December 1, 2016 and uses commercially reasonable efforts to timely obtain such permits and approvals.

4.6 Notwithstanding anything to the contrary in this Article 4, if Tenant’s failure to achieve Substantial Completion of the Tenant Improvements by the Estimated Commencement Date is caused by (i) any delay arising out of a modification to the Original Shell and Core Permits required to incorporate any aspect of the Tenant Improvements, such as the relocation of the interstitial stairs or (ii) any delay arising out of Pioneer Square Preservation Board approvals of any aspect of the Tenant Improvements (collectively, a “Tenant Related Shell and Core Shell Permit Delay”) then: (i) the Commencement Date shall be tolled for up to 90 days, that is from February 1, 2018 to May 1, 2018 (until the date that Tenant actually obtains its certificate of occupancy for the Premises), and (ii) after May 1, 2018, if Tenant has not yet obtained such certificate of occupancy, then the Commencement Date shall occur, but Tenant shall pay 50% of the Base Rent and Additional Rent (but excluding all variable costs incurred due to occupancy) hereunder until the date that Tenant actually obtains its certificate of occupancy for the entire Premises.

Tenant understands and acknowledges that relocation of the interstitial stairs will require a modification to the Original Shell and Core Permits, and further understands and acknowledges that any changes to the exterior skin of the Building, deck re-design, or change in use of the 18th floor from retail to office must be approved by the Pioneer Square Preservation Board. Landlord and Tenant shall use commercially reasonable efforts to obtain approval of the modifications described in this Section 4.6.

4.7 Except for Tenant’s Early Occupancy, Landlord shall deliver possession of the Premises on the Commencement Date. Except with respect to latent defects in the Building (including the Premises), such matters as to which Tenant gave Landlord notice on or before the date that is 30 days after the Commencement Date, and except as otherwise expressly provided in this Lease, Tenant hereby agrees that by taking possession of the Premises, it shall have (i) accepted the Premises in its “as-is” condition and (ii) agreed that the Premises may be used for its intended purpose.

 

4. The first sentence of the first paragraph of Exhibit D to the Lease (Tenant Improvements) is hereby amended to provide that the Landlord shall complete the Shell and Core by January 1, 2018.

 

5. Except as expressly amended herein, all other terms of the Lease shall remain in full force and effect.

 

FIRST AMENDMENT

AVALARA LEASE

Page 3 of 7


6. This Amendment may be executed in two more counterparts, each which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature page follows]

 

FIRST AMENDMENT

AVALARA LEASE

Page 4 of 7


The parties hereto have executed this Amendment as of the date first set forth above.

 

LANDLORD

   

TENANT

255 South King Street Limited Partnership, a Washington limited partnership    

Avalara, Inc.,

a Washington corporation

By: American Life, Inc.     By:   /s/ Alesia Pinney
Its: Managing General Partner     Name:   Alesia Pinney
    Its:   EVP & General Counsel

    By:

 

/s/ Gregory L. Steinhauer

 
  Gregory L. Steinhauer, President  

 

FIRST AMENDMENT

AVALARA LEASE

Page 5 of 7


STATE OF WASHINGTON  )

                                                   )ss

COUNTY OF KING                )

On this 16th day of June, 2017, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Gregory L. Steinhauer, to me known to be the President of American Life, Inc., which corporation is the Managing General Partner of 255 South King Street Limited Partnership, the limited partnership that executed the foregoing instrument and acknowledged the said instrument to be the free and voluntary act of and deed of said limited partnership, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute the said instrument.

In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written.

 

LOGO    

Seattle, Washington

    Notary Public residing at:
   

 

/s/ Jenni Laszlo

    Jenni Laszlo
   

Notary’s Name (typed or legibly printed)

My Commission Expires:

    1/10/19

 

FIRST AMENDMENT

AVALARA LEASE

Page 6 of 7


ACKNOWLEDGMENT OF TENANT

STATE OF WASHINGTON    )

                                                   )ss

COUNTY OF KING                )

On this 1st day of June, 2017, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Alesia Pinney, to me known to be the EVP & GC of Avalara, Inc., a Washington corporation, the corporation that executed the foregoing instrument and acknowledged the said instrument to be the free and voluntary act of and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that she was authorized to execute the said instrument.

In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written.

 

LOGO       /s/ Nathan William Garnett
      Notary Public residing at:
      Seattle, WA
      Nathan William Garnett
      Notary’s Name (typed or legibly printed)
      My Commission Expires:
      7/3/2018

 

FIRST AMENDMENT

AVALARA LEASE

Page 7 of 7

EX-10.19 24 d317509dex1019.htm SECOND AMENDMENT TO OFFICE BUILDING LEASE SECOND AMENDMENT TO OFFICE BUILDING LEASE

Exhibit 10.19

SECOND AMENDMENT OF OFFICE BUILDING LEASE

THIS SECOND AMENDMENT OF OFFICE BUILDING LEASE (“Amendment”) is made this 11th day of October 2017, by and between 255 South King Street Limited Partnership, a Washington limited partnership (“Landlord”) and Avalara, Inc., a Washington corporation (“Tenant”).

RECITALS

A. Landlord and Tenant entered into that certain Office Building Lease dated June 9, 2016, as amended by that First Amendment (collectively, the “Lease”), pursuant to which Tenant leased a portion of the office building commonly known as 255 South King Street, Seattle, Washington, as more particularly described in the Lease (the “Premises”).

B. Landlord and Tenant seek to amend the Lease to: (i) correct the square footage of the 18th floor deck space; (ii) change Landlord’s financial contribution for improvements to the 18th floor deck space; and (iii) provide that the Final Plans for the Tenant Improvements shall satisfy the requirements for LEED Gold Certification, and shall satisfy green standard requirements for landscaping on all decks.

AMENDMENT

NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein, and for other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, Landlord and Tenant hereby agree as follows:

 

1. Section 12.7 of the Lease is amended to delete “$100,000” and replace it with “$167,000.”

 

2. Section 12.7 of the Lease is further amended to delete “4,443” and replace it with “3,992.”

 

3. Section 2.15 of the Lease is amended to delete “4,433” and replace it with “3,992.”

 

4. Section 40 of the Lease is amended to delete “18,985” and replace it with “19,044.”

 

5. Exhibit D to the Lease (Tenant Improvements) is amended to include Exhibit 2 attached hereto, and to delete and replace the last two sentences of Section 3 (Plans and Specifications) with the following:

The Final Plans for the Tenant Improvements shall also satisfy the requirements set forth in Exhibit 2 for LEED Gold Certification, and shall satisfy green standard requirements for landscaping on all decks. Any additional costs incurred as a result of the requirements set forth in Exhibit 2 shall be paid by Landlord. In the event of any dispute between Landlord and Tenant with respect to the working drawings or Final Plans, either party may submit the matter to arbitration pursuant to Section 18 below.

 

6. Except as expressly amended herein, all other terms of the Lease shall remain in full force and effect.

 

SECOND AMENDMENT

AVALARA LEASE

Page 1 of 6


7. This Amendment may be executed in two more counterparts, each which shall be deemed an original, but all of which together shall constitute one and the same instrument.

The parties hereto have executed this Amendment as of the date first set forth above.

 

LANDLORD    TENANT

255 South King Street Limited Partnership,

a Washington limited partnership

  

Avalara, Inc.,

a Washington corporation

By: American Life, Inc.

Its: Managing General Partner

  

By: /s/ Alesia Pinney                    

Name: Alesia Pinney

Its: EVP & General Counsel

        By:   /s/ Gregory L. Steinhauer
 

Gregory L. Steinhauer, President

 

SECOND AMENDMENT

AVALARA LEASE

Page 2 of 6


STATE OF WASHINGTON    )
   )ss
COUNTY OF KING    )

On this 24th day of October, 2017, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Gregory L. Steinhauer, to me known to be the President of American Life, Inc., which corporation is the Managing General Partner of 255 South King Street Limited Partnership, the limited partnership that executed the foregoing instrument and acknowledged the said instrument to be the free and voluntary act of and deed of said limited partnership, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute the said instrument.

In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written.

 

LOGO       /s/ Jenni Laszlo
      Notary Public residing at:
      Seattle, Washington
      Jenni Laszlo
      Notary’s Name (typed or legibly printed)
      My Commission Expires:
      1/10/19
     
     
     

SECOND AMENDMENT

 

AVALARA LEASE

Page 3 of 6


ACKNOWLEDGMENT OF TENANT

 

STATE OF WASHINGTON    )
   )ss
COUNTY OF KING    )

On this 11th day of October, 2017, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Alesia Pinney , to me known to be the EVP & GC of Avalara, Inc., a Washington corporation, the corporation that executed the foregoing instrument and acknowledged the said instrument to be the free and voluntary act of and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that she was authorized to execute the said instrument.

In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written.

 

LOGO   /s/ Nathan William Garnett
  Notary Public residing at:
  Seattle, WA
  Nathan William Garnett
  Notary’s Name (typed or legibly printed)
  My Commission Expires:
  July 03, 2018

 

SECOND AMENDMENT

AVALARA LEASE

Page 4 of 6


Exhibit 2

LEED Certification Requirements for Tenant Improvements

Minimum Energy Performance

Optimize Energy Performance

Tenant Improvements shall meet the 2012 Seattle Energy Code including the following:

 

    Interior lighting power density for office spaces shall not exceed the 0.90 W/sq. ft. per Table C405.5.2(1).

 

    Interior lighting power density for retail spaces shall not exceed the 1.33 W/sq. ft. per Table C405.5.2(1).

 

    Per C405.2.2.2 occupancy sensors shall be included in classroom/training rooms, conference/meeting rooms, copy/print rooms, lounges, employee lunch and break rooms, private offices, restrooms, storage rooms, janitorial closets and other spaces 300 square feet or less that are enclosed by floor-to-ceiling height partitions. Occupancy sensors shall turn off lights within 30 minutes of all occupants leaving the space.

 

    Per C405.2.2.3 daylight dimming controls shall be provided to control lighting in daylight zones as defined in the 2012 Seattle Energy Code. Sidelight daylight zones include perimeter spaces with fenestration and extend up to 1.0 times the height from the floor to the top of the fenestration. Daylight sensors shall be capable of reducing lighting power continuously to less than 20 percent of rated power at maximum light output. Daylight dimming control will initially be set to maintain 30 footcandles.

Minimum Ventilation

Increased Ventilation

Tenant is required to meet the requirements of ASHRAE 62.1-2007 and exceed them by 30% in the breathing zone. In many cases compliance with the Washington State Ventilation and Indoor Air Quality code will achieve this; however, Tenant should work with its mechanical contractor to ensure the required amount of outside air is being provided.

Fundamental Refrigerant Management

Tenant will be required to use no CFC-based refrigerants in new HVAC&R equipment or fire suppression systems.

Water Use Reduction: 35% Reduction

Tenant install kitchen sinks with a flow rate of 1.5 gpm or less.

Outside Air Delivery Monitoring

Tenant is required to add CO2 sensors to any densely occupied spaces (more than 25 people to 1000 SF of occupancy).

Construction IAQ Management Plan

During construction, Tenant is required to develop and implement an Indoor Air Quality (IAQ) Management Plan to mitigate dust and particulates and protect building materials from absorbing toxic chemicals. This plan will comply with the requirements of the Sheet Metal and Air-Conditioning Contractors’ National Association (SMACNA) by incorporating measures in the 5 areas below.

 

    HVAC Protection

 

    Pathway Interruption

 

    Housekeeping

 

SECOND AMENDMENT

AVALARA LEASE

Page 5 of 6


    Scheduling

 

    Source Control

Note, all citations above are to the Seattle Energy Code.

 

SECOND AMENDMENT

AVALARA LEASE

Page 6 of 6

EX-10.20 25 d317509dex1020.htm THIRD AMENDMENT TO OFFICE BUILDING LEASE THIRD AMENDMENT TO OFFICE BUILDING LEASE

Exhibit 10.20

THIRD AMENDMENT OF OFFICE BUILDING LEASE

THIS THIRD AMENDMENT OF OFFICE BUILDING LEASE (“Amendment”) is made this 29th day of November 2017 (“Effective Date”), by and between 255 South King Street Limited Partnership, a Washington limited partnership (“Landlord”) and Avalara, Inc., a Washington corporation (“Tenant”).

RECITALS

A. Landlord and Tenant entered into that certain Office Building Lease dated June 9, 2016, as amended by that First Amendment of Office Building Lease dated June 1, 2017, and by that Second Amendment of Office Building Lease dated October 11, 2017 (collectively, the “Lease”), pursuant to which Tenant leased a portion of the office building commonly known as 255 South King Street, Seattle, Washington, and as more particularly described in the Lease.

B. The Lease grants to Tenant an on-going right of first refusal to lease all of Floor 10 and Floor 11. Tenant exercised its right to lease all of Floor 11. Landlord and Tenant seek to amend the Lease to add Floor 11 and as otherwise set forth herein.

AMENDMENT

NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein, and for other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, Landlord and Tenant hereby agree as follows:

 

1. Section 2.8 of the Lease is deleted and replaced with the following:

 

  2.8 Installation of Base Rent: The monthly base rent rate shall be as follows (“Base Rent”):

[Rent Schedule follows]

 

THIRD AMENDMENT

Page 1 of 7


Period    Floor 11      Floor 12      Floor 13
through 15
Base Rent per
Month
     Floor 16
through
Floor 18
Base Rent
per Month
(Excluding
18th Floor
Deck)
     18th Floor
Deck Only
     Total Base
Rent
 

Months 1 - 10

         $ 57,925.50      $ 163,851.42      $ 9,647.33      $ 231,424.25  

Months 11 - 12 (Add Floor 14)

         $ 115,851.00      $ 163,848.33      $ 9,647.33      $ 289,346.67  

Months 13-22 (Add Floor 12)

      $ 59,385.54      $ 118,747.28      $ 167,944.54      $ 9,888.52      $ 355,965.87  

Months 23 -24 (Add Floor 13)

      $ 59,385.54      $ 178,120.91      $ 167,944.54      $ 9,888.52      $ 415,339.51  

Months 25-36

      $ 60,870.18      $ 182,573.94      $ 172,143.16      $ 10,135.73      $ 425,723.00  

Months 37 - 48 (Add Floor 11)

   $ 62,384.97      $ 62,384.97      $ 187,138.28      $ 176,446.73      $ 10,389.12      $ 498,744.08  

Months 49 - 60

   $ 63,944.59      $ 63,944.59      $ 191,816.74      $ 180,857.90      $ 10,648.85      $ 511,212.68  

Months 61 - 72

   $ 65,543.21      $ 65,543.21      $ 196,612.16      $ 185,379.35      $ 10,915.07      $ 523,993.00  

Months 73 - 84

   $ 67,181.79      $ 67,181.79      $ 201,527.46      $ 190,013.83      $ 11,187.95      $ 537,092.82  

Months 85 - 96

   $ 68,861.33      $ 68,861.33      $ 206,565.65      $ 194,764.18      $ 11,467.65      $ 550,520.15  

Months 97 -108

   $ 70,582.87      $ 70,582.87      $ 211,729.79      $ 199,633.28      $ 11,754.34      $ 564,283.15  

Months 109-120

   $ 72,347.44      $ 72,347.44      $ 217,023.04      $ 204,624.12      $ 12,048.20      $ 578,390.23  

 

2. The first two sentences of Section 2.9 of the Lease are deleted and replaced with the following:

2.9 Parking: Tenant and/or its employees shall have the right, but not the obligation, to license from Landlord up to 1.5 unreserved parking spaces (“Unreserved Spaces”) per 1,000 square feet of Rentable Area leased under the Lease (the “Parking Permits”) in the parking garage of the Building. Tenant shall be entitled to additional Parking Permits in this same ratio commencing on the Floor 11 Expansion Space Commencement Date, and on the Floor 12 Expansion Space Commencement Date, as applicable.

 

3. The last two sentences of Section 2.18 of the Lease are deleted and replaced with the following:

If Tenant exercises its Early Termination Option under this Section 2.18, Tenant shall pay to Landlord, no later than ninety (90) days prior to the Early Termination Date, an amount equal to the portion of the unamortized Tenant Improvement Allowance (as defined in Section 12.7 and Exhibit D) and leasing commissions (including Floor 11 and Floor 12), plus an amount equal to nine (9) months Base Rent for year eight (8) of the Term (“Early Termination Fee”). For purposes of this Section 2.18, the Tenant Improvement Allowance and leasing commission shall amortize on a straight-line basis over the ten (10) year Initial Term at six percent (6%) interest per annum, with the unamortized portion of the Tenant Improvement Allowance and the lease commission being the last 27 months of the Lease Term to take into account the payment of Base Rent through the first nine months of year eight of the Lease.

 

THIRD AMENDMENT

Page 2 of 7


4. The last two sentences of Section 12.7 of the Lease are deleted and replaced with the following:

In addition, the Tenant Improvement Allowance will also include an amount not to exceed $66.50/RSF for the Floor 11 Expansion Space and an amount not to exceed $95/RSF for the Floor 12 Expansion Space. The Tenant Improvement Allowance may be used for the Construction Costs of the Tenant Improvements, moving expenses, design, permits and fees, data and phone cabling, furniture, fixtures and equipment, and signage.

 

5. Section 40 of the Lease is deleted and replaced with the following:

40. LEASE OF FLOOR 11 AND FLOOR 12

41.1 Floor 11. For the first thirty-six (36) months of the Term, Landlord shall be free to build-out and lease Floor 11 of the Building to any party other than Tenant, with all such leases expiring no later than the three (3) year anniversary of the Commencement Date unless extended to 43 months as set forth below. In exchange thereof, Tenant agrees to lease all (and only all) of Floor 11 of the Building consisting of 19,044 Rentable Square feet (“Floor 11 Expansion Space”), commencing on month 37 of the Term (the “Floor 11 Expansion Space Commencement Date”), or, at Landlord’s option with nine (9) months’ prior written notice to Tenant, commencing on month 43 of the Term, which shall then be the Floor 11 Expansion Space Commencement Date. The Base Rent for the Floor 11 Expansion Space shall be equal to Base Rent for Floor 13 as of the Floor 11 Expansion Space Commencement Date. Landlord shall provide Tenant with a Tenant Improvement Allowance of $66.50/RSF for the Floor 11 Expansion Space paid in accordance with Exhibit D (Tenant Improvements), and provide Tenant 27 additional Parking Permits on the Floor 11 Expansion Space Commencement Date. Landlord shall ensure that the restrooms for Floor 11 are completed prior to the Floor 11 Expansion Space Commencement Date.

All other material business terms for the Floor 11 Expansion Space shall be the same as set forth for the initial Premises and pro-rated as applicable for the remainder of the Term and the size of the Floor 11 Expansion Space.

Landlord covenants that any build-out or tenant improvements to the Floor 11 Expansion Space for a tenant other than Tenant during the first thirty-six months of this Lease Term shall comply in all material respects with the following design guidelines: (i) open ceiling similar to and consistent with Tenant’s open ceiling design on other floors in the Building, (ii) restrooms shall be substantially similar in all material respects to Tenant’s restrooms on other floors in the Building, (iii) Landlord shall consult with Tenant on the location of any kitchen and work in good faith to locate such kitchen in accordance with Tenant’s space plan or proposed space plan for the Floor 11 Expansion Space, and (iv) Landlord covenants to remove all cabling prior to the Floor 11 Expansion Space Commencement Date.

41.2 Floor 12. Landlord shall not lease Floor 12 to any party for the first twelve (12) months of the Term. In exchange thereof, Tenant agrees to lease all (and only all) of Floor 12 of the Building consisting of 19,044 Rentable Square Feet (“Floor 12 Expansion Space”) commencing on month 13 of the Term (the “Floor 12 Expansion Space Commencement Date”). The Base Rent for the Floor 12 Expansion Space shall be equal to Base Rent for Floor 13 as of the Floor 12 Expansion Space Commencement Date. Landlord shall provide Tenant with a Tenant Improvement Allowance of $95.00/RSF for the Floor 12 Expansion Space paid in accordance with Exhibit D (Tenant Improvements), and provide Tenant 28 additional Parking Permits on the Floor 12 Expansion Space Commencement Date. Landlord shall ensure that the restrooms for Floor 12 are completed prior to the Floor 12 Expansion Space Commencement Date. All other material business terms for the Floor 12 Expansion Space shall be the same as set forth for the initial Premises and pro-rated as applicable for the remainder of the Term and the size of the Floor 12 Expansion Space.

 

THIRD AMENDMENT

Page 3 of 7


In addition to Landlord’s delivery of exclusive possession of the Floor 12 Expansion Space on the Floor 12 Expansion Space Commencement Date as provided above, Landlord will deliver early possession of the Floor 12 Expansion Space to Tenant upon execution of this Amendment to allow Tenant and its employees, agents, contractors and vendors to commence and thereafter continue work on the Tenant Improvements, as that term is defined in Exhibit D (“Tenant’s Early Occupancy for Floor 12”); provided that, during Tenant’s Early Occupancy for Floor 12, Tenant shall exert reasonable efforts to not interfere with Landlord’s timely completion of Landlord’s Work and Tenant shall follow Landlord’s reasonable instructions in that regard. All provisions of this Lease shall be applicable during Tenant’s Early Occupancy for Floor 12 except for Tenant’s maintenance obligation, the payment of Base Rent, and the payment of Additional Rent.

 

6. The heading of Article 41 and Section 41.1 of the Lease are deleted and replaced with the following:

41. RIGHT OF FIRST REFUSAL FOR FLOOR 10

41.1 General Grant of Right of First Refusal. Subject to the terms and conditions of such initial lease for Floor 10 (if any), Tenant shall have an on-going right of first refusal (“ROFR”) with respect to all of Floor 10 (“ROFR Space” refers to Floor 10, or to the extent that Floor 10 is utilized by more than one tenant, then any portion of Floor 10) throughout the balance of the Initial Term and any Renewal Option (the “ROFR Period”). Provided, however, Tenant shall have no ROFR if Tenant is in default under the Lease, which default has not been cured, at the time Tenant delivers the Tenant Notice, or if there is less than five years remaining in the Term. Tenant’s assignee (except in connection with a Permitted Transfer) or sublessee may not exercise such ROFR.

 

7. Except as expressly amended herein, all other terms of the Lease shall remain in full force and effect.

 

8. This Amendment may be executed in two more counterparts, each which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

 

THIRD AMENDMENT

Page 4 of 7


The parties hereto have executed this Amendment as of the Effective Date.

 

LANDLORD     TENANT

255 South King Street Limited Partnership,

a Washington limited partnership

   

Avalara, Inc.,

a Washington corporation

By:   American Life, Inc.     By:   /s/ Alesia Pinney
Its: Managing General Partner     Name:   Alesia Pinney
        Its:   EVP & General Counsel
  By:   /s/ Gregory L. Steinhauer      
    Gregory L. Steinhauer, President      

 

THIRD AMENDMENT

Page 5 of 7


STATE OF WASHINGTON )

                                                 )ss

COUNTY OF KING              )

On this 6 day of December, 2017, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Gregory L. Steinhauer, to me known to be the President of American Life, Inc., which corporation is the Managing General Partner of 255 South King Street Limited Partnership, the limited partnership that executed the foregoing instrument and acknowledged the said instrument to be the free and voluntary act of and deed of said limited partnership, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute the said instrument.

In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written.

 

LOGO     /s/ Brittney Tucker
    Notary Public residing at:
    Seattle, WA
    Brittney Tucker
    Notary’s Name (typed or legibly printed)
    My Commission Expires:
    Aug. 5, 2019
   
   
   

 

THIRD AMENDMENT

Page 6 of 7


ACKNOWLEDGMENT OF TENANT

STATE OF WASHINGTON )

                                                 )ss

COUNTY OF KING              )

On this 29th day of November, 2017, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Alesia Pinney, to me known to be the EVP & General Counsel of Avalara, Inc., a Washington corporation, the corporation that executed the foregoing instrument and acknowledged the said instrument to be the free and voluntary act of and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that she was authorized to execute the said instrument.

In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written.

 

/s/ Robin A. Warren
Notary Public residing at:
Seattle,WA
Robin A. Warren
Notary’s Name (typed or legibly printed)
My Commission Expires:

October 01, 2019

 

LOGO

 

THIRD AMENDMENT

Page 7 of 7

EX-10.21 26 d317509dex1021.htm FOURTH AMENDMENT TO OFFICE BUILDING LEASE FOURTH AMENDMENT TO OFFICE BUILDING LEASE

Exhibit 10.21

FOURTH AMENDMENT OF OFFICE BUILDING LEASE

THIS FOURTH AMENDMENT OF OFFICE BUILDING LEASE (“Amendment”) is made this 19th day of February 2018 (“Effective Date”), by and between 255 South King Street Limited Partnership, a Washington limited partnership (“Landlord”) and Avalara, Inc., a Washington corporation (“Tenant”).

RECITALS

A. Landlord and Tenant entered into that certain Office Building Lease dated June 9, 2016, as amended by that First Amendment of Office Building Lease dated June 1, 2017, by that Second Amendment of Office Building Lease dated October 11, 2017, and by that Third Amendment of Office Building Lease dated November 29, 2017 (collectively, the “Lease”), pursuant to which Tenant leased a portion of the office building commonly known as 255 South King Street, Seattle, Washington, and as more particularly described in the Lease (“Premises”).

B. Tenant desires to utilize storage space consisting of approximately 246 square feet located on level S03, parking level 2 of the Building garage as further depicted on the attached Exhibit A-1. Landlord is willing to grant Tenant a non-exclusive, revocable license for such use on the terms and conditions set forth in this Amendment.

AMENDMENT

NOW, THEREFORE, in consideration of foregoing recitals, which are incorporated herein by reference and the mutual agreements contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:

1. Storage Space License Area. Tenant is granted a non-exclusive, revocable license to use the space consisting of approximately 246 square feet located on level S03, parking level 2 of the Building garage as further depicted on Exhibit A-1 (“Storage Space”) attached hereto and incorporated herein. Tenant’s use of the Storage Space shall be in full compliance with Landlord’s Rules and Regulations attached as Exhibit C to this Lease, in compliance with all laws, and shall be used solely to store Tenant’s property and for no other purpose without Landlord’s written consent, which may be withheld in Landlord’s sole discretion. Tenant shall at all times maintain the Storage Space in a neat and clean condition. The Storage Space will not be added to the Rentable Area of the Premises for the purposes of calculating Tenant’s Pro Rata Share, but shall be considered part of the Premises for the sole purpose of determining Tenant’s obligations to indemnify Landlord, and Tenant’s insurance requirements. In the event Tenant fails to comply with terms of this Amendment, and such noncompliance is not cured within five (5) days after Landlord provides written notice of such noncompliance to Tenant, Landlord may terminate this license immediately and require Tenant to restore, at Tenant’s sole cost, the Storage Space to its original condition. Notwithstanding any other provision herein, except for a Permitted Transfer, Tenant’s right to use the Storage Space under this license is specific to Tenant, may not be transferred or assigned to any other party either separately or together with this Lease, and shall automatically terminate upon such transfer or assignment.

 

FOURTH AMENDMENT TO

OFFICE BUILDING LEASE / AVALARA -1


2. Storage Space Term. Tenant’s right to use the Storage Space shall commence one (1) business day after Landlord notifies Tenant that the Storage Space is ready for Tenant’s use, which Landlord estimates will occur on approximately February 15, 2018 (“Storage Commencement Date”) and continue until the expiration date of the Lease, unless terminated earlier in accordance with this Amendment.

3. Condition of Storage Space; Alterations. Tenant accepts the Storage Space “As Is with All Faults” as of the Storage Commencement Date. Tenant shall not make any additions, alterations or improvements to the Storage Space without obtaining Landlord’s prior written consent.

4. Storage Space Fee. Commencing on the Storage Commencement Date, and due on the first day of each calendar month thereafter, Tenant shall pay a monthly Storage Space license fee (“Storage Space Fee”) as follows:

 

Months

   Rate
SF/Month
     Monthly
Storage Space Fee
 

*2-12

   $ 1.50      $ 369.00  

13-24

   $ 1.55      $ 381.30  

25-36

   $ 1.59      $ 391.14  

37-48

   $ 1.64      $ 403.44  

49-60

   $ 1.69      $ 415.74  

61-72

   $ 1.74      $ 428.04  

73-84

   $ 1.79      $ 440.34  

85-96

   $ 1.84      $ 452.64  

97-108

   $ 1.90      $ 467.40  

109-120

   $ 1.96      $ 482.16  

*Month 2 is February 2018. Tenant’s obligation to pay the Storage Space Fee shall commence on the Storage Commencement Date, prorated for any partial Month.

5. Termination of License; Surrender of Storage Space. Either party may terminate the license for use of the Storage Space for any reason upon thirty (30) days’ notice to the other party; provided, if Landlord terminates the license for use of the Storage Space prior to its expiration, Landlord agrees to provide Tenant alternative storage space in the Building equivalent in size to the Storage Space. Tenant shall surrender the Storage Space in the condition Tenant is required to surrender the Premises.

 

FOURTH AMENDMENT TO

OFFICE BUILDING LEASE / AVALARA -2


6. Access. Tenant’s use of the Storage Space is non-exclusive as to Landlord, and Landlord shall have access to the Storage Space at all times and without notice or liability to Tenant to perform, among other things, maintenance and repairs to the Building systems.

7. Brokers. Tenant warrants and represents that it has not dealt with any real estate broker or agent in connection with this Amendment and shall indemnify and hold Landlord harmless from any cost, expense or liability (including costs of suit and reasonable attorneys’ fees) for any compensation, commission or fees claimed by any real estate broker or agent in connection with this Amendment or its negotiation by reason of any act of Tenant.

8. Miscellaneous.

(a) Except as expressly amended herein, all other terms of the Lease shall remain in full force and effect.

(b) This Amendment may be executed in two more counterparts, each which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

 

FOURTH AMENDMENT TO

OFFICE BUILDING LEASE / AVALARA -3


The parties hereto have executed this Amendment as of the Effective Date.

 

LANDLORD     TENANT

255 South King Street Limited Partnership,

a Washington limited partnership

   

Avalara, Inc.,

a Washington corporation

By:   American Life, Inc.     By:   /s/ Alesia Pinney
Its: Managing General Partner     Name: Alesia Pinney
        Its: EVP & General Counsel
  By:   /s/ Gregory L. Steinhauer      
    Gregory L. Steinhauer, President      

 

FOURTH AMENDMENT TO

OFFICE BUILDING LEASE / AVALARA -4


STATE OF WASHINGTON )

                                                 )ss

COUNTY OF KING              )

On this 19th day of February, 2018, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Gregory L. Steinhauer, to me known to be the President of American Life, Inc., which corporation is the Managing General Partner of 255 South King Street Limited Partnership, the limited partnership that executed the foregoing instrument and acknowledged the said instrument to be the free and voluntary act of and deed of said limited partnership, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute the said instrument.

In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written.

 

LOGO     /s/ Candice Ayres
    Notary Public residing at:
    Seattle, WA
    Candice Ayres
    Notary’s Name (typed or legibly printed)
    My Commission Expires:
    6/19/2021
   
   
   

 

FOURTH AMENDMENT TO

OFFICE BUILDING LEASE / AVALARA -5


ACKNOWLEDGMENT OF TENANT

STATE OF WASHINGTON )

                                                 )ss

COUNTY OF KING              )

On this 12th day of February, 2018, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Alesia Pinney, to me known to be the EVP & GC of Avalara, Inc., a Washington corporation, the corporation that executed the foregoing instrument and acknowledged the said instrument to be the free and voluntary act of and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that she was authorized to execute the said instrument.

In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written.

 

LOGO     /s/ Henry H. Frantz
    Notary Public residing at:
    Seattle, WA
    Henry H. Frantz
    Notary’s Name (typed or legibly printed)
    My Commission Expires:
    10/24/2021

 

FOURTH AMENDMENT TO

OFFICE BUILDING LEASE / AVALARA -6


Exhibit A-1

Storage Space

LOGO

 

FOURTH AMENDMENT TO

OFFICE BUILDING LEASE / AVALARA -7

EX-10.22 27 d317509dex1022.htm NINTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT NINTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT

Exhibit 10.22

AVALARA, INC.

NINTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

THIS NINTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of September 12, 2016, by and among Avalara, Inc., a Washington corporation (the “Company”), and each of the investors listed on Schedule A hereto.

RECITAL

Concurrently with the execution of this Agreement, the Company is entering into a Series D-2 Preferred Stock Purchase Agreement (the “Purchase Agreement”), pursuant to which the Company shall be authorized to issue shares of Series D-2 Preferred Stock, subject to the terms and conditions in the Purchase Agreement. Certain of the Investors as defined below (the “Existing Investors”), are parties to that certain Eighth Amended and Restated Investors’ Rights Agreement dated as November 10, 2014, as subsequently amended, by and among the Company and the parties thereto (the “Prior Agreement”). In connection with the Purchase Agreement, the Company and the undersigned parties to the Prior Agreement, constituting a majority of the Registrable Securities outstanding immediately prior to the consummation of the transactions contemplated by the Purchase Agreement, desire to amend and restate the Prior Agreement as further set forth herein, and the other parties to the Purchase Agreement who are not Existing Investors desire to become parties to this Agreement.

NOW, THEREFORE, the parties agree as follows:

 

1. Definitions. For purposes of this Agreement:

1.1 “Acquired Common Stock” means any Common Stock acquired by an Investor after November 10, 2014.

1.2 “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any partner, former partner, general partner, member, former member, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

1.3 “Annual Financial Statements” has the meaning set forth in Section 3.1(a) below.

1.4 “Articles of Incorporation” means the Company’s Fifteenth Amended and Restated Articles of Incorporation, as amended from time to time.

1.5 “Board of Directors” means the Company’s board of directors.

1.6 “Common Stock” means shares of the Company’s common stock, par value $0.0001 per share.

1.7 “Damages” means any loss, damage, or liability (joint or several) to which a party may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, or liability (or any action in respect thereof) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments

 


or supplements thereto, and any free-writing prospectus and any issuer information filed or required to be filed pursuant to the Securities Act or any other document incident to such registration prepared by or on behalf of the Company or used or referred to by the Company; (ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law.

1.8 “Demand Notice” has the meaning set forth in Section 2.1(a) below.

1.9 “Derivative Securities” means any securities or rights convertible into, or exercisable or exchangeable for (in each case, directly or indirectly), Common Stock, including options and warrants.

1.10 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

1.11 “Excluded Registration” means (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered.

1.12 “Form S-1” means such form under the Securities Act as in effect on the date hereof or any successor or comparable registration form under the Securities Act subsequently adopted by the SEC.

1.13 “Form S-3” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC.

1.14 “Fully Exercising Investor” has the meaning set forth in Section 4.1(b) below.

1.15 “GAAP” means generally accepted accounting principles in the United States.

1.16 “Holder” means any holder of Registrable Securities who is a party to this Agreement or any permitted assignee of record of such Registrable Securities in accordance with Section 6.1.

1.17 “Immediate Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, of a natural person referred to herein.

1.18 “Initiating Holders” means, collectively, Holders who properly initiate a registration request under this Agreement.

1.19 “Investor” shall mean each of the investors listed on Schedule A hereto, provided that such investor continues to hold shares of the Company’s Preferred Stock, Company Common Stock issued upon conversion of such Preferred Stock or Acquired Common Stock.

 

2


1.20 “IPO” means the Company’s (or a successor entity’s) initial registered offering of Common Stock of the Company (or its successor entity) to the public (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or an SEC Rule 145 transaction).

1.21 “Lock-Up Exceptions” means: (a) transactions relating to shares of Common Stock acquired in open market transactions after the completion of the IPO, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made during the restricted period in connection with subsequent sales or other dispositions of such Common Stock; (b) any transfer of shares of Common Stock pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Stock involving a change of control of the Company; provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Common Stock owned by the undersigned shall remain subject to the terms of this Agreement; or (c) transfers of shares of Common Stock as (i) a bona fide gift or gifts, charitable contributions, or by will or intestacy, (ii) to any immediate family member of the Investor or its Affiliates, or trust or limited family partnership for the direct or indirect benefit of the Investor or its Affiliates or the immediate family member of the Investor or its Affiliates, or (iii) as a distribution or transfer to: (x) general partners, limited partners, members, stockholders or affiliates of the Investor; or (y) any corporation, partnership, limited liability company or other entity which controls or is controlled by the Investor or its Affiliates or to entities under common control with the Investor or its Affiliates and/or members of the Investor’s immediate family; provided that (A) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of the lock-up provisions in Section 5.1; (B) any such transfer shall not involve a disposition for value.

1.22 “Major Investor” means any Investor that, individually or together with such Investor’s Affiliates, holds at least 500,000 shares of Registrable Securities as of the date hereof, provided such Investor continues to hold, individually or together with such Investor’s Affiliates, at least 500,000 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof).

1.23 “New Securities” means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities (including convertible promissory notes).

1.24 “Offer Notice” has the meaning set forth in Section 4.1(a) below.

1.25 “Person” means any individual, partnership, corporation, limited liability company, limited liability partnership, association, joint stock company, trust, joint venture, unincorporated organization, governmental entity or department, agency or political subdivision thereof or other business entity.

1.26 “Preferred Stock” means, collectively, shares of the Company’s Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock, Series D-2 Preferred Stock and any other series or class of Preferred Stock subsequently created by the Company in accordance with its Articles of Incorporation.

1.27 “Prior Agreement” has the meaning set forth in the Recitals above.

 

3


1.28 “Registrable Securities” means: (i) any Common Stock issuable or issued upon conversion of the Preferred Stock; (ii) any Common Stock issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced in clause (i) above; and (iii) any Acquired Common Stock; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Section 6.1, and excluding for purposes of Section 1.21 any shares for which registration rights have terminated pursuant to Section 2.13 of this Agreement. Registrable Securities “then outstanding” means the number of shares determined by adding the number of shares of outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then convertible Preferred Stock.

1.29 “Restricted Securities” means the securities of the Company required to bear the legend set forth in Section 2.12(b) hereof.

1.30 “SEC” means the Securities and Exchange Commission.

1.31 “SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act (or any successor provision thereto).

1.32 “SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.

1.33 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

1.34 “Selling Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Section 2.6.

1.35 “Selling Holder Counsel” has the meaning set forth in Section 2.6 below.

1.36 “Shelf Registration Statement” has the meaning set forth in Section 2.1(a) below.

1.37 “Shelf Take Down” has the meaning set forth in Section 2.1(e) below.

1.38 “Series D-1 Lead Investor” means Warburg Pincus Private Equity XI, L.P. and its affiliated funds and their respective successors and assigns.

 

2. Registration Rights. The Company covenants and agrees as follows:

2.1 Demand Registration.

(a) If at any time after the earlier of (i) January 1, 2018 and (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives either (x) a written request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding or (y) a written request from the Series D-1 Lead Investor, that the Company file a Form S-1 registration statement with respect to at least twenty-five percent (25%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 million) (which request will specify the amount and intended method of disposition thereof, which at any time after the one-year anniversary of the IPO may be pursuant to a shelf registration statement utilizing Rule 415 of the Securities Act (or a successor provision) (a “Shelf Registration

 

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Statement”)), then the Company shall (i) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

(b) If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a written request from one or more Holders of Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $1 million (which request will specify the amount and intended method of disposition thereof, which may be pursuant to a Shelf Registration Statement), then the Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

(c) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its shareholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety (90) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other shareholder during such ninety (90) day period other than an Excluded Registration.

(d) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1(a) (i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective, (ii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.1(b), (iii) pursuant to Section 2.1(a)(x) after the Company has effected two registrations pursuant to Section 2.1(a)(x) or (iv) pursuant to Section 2.1(a)(y) after the Company has effected two registrations pursuant to Section 2.1(a)(y); provided, however, for purposes of clauses (iii) and (iv), sales (including Shelf Take-Downs (whether or not marketed) and Underwritten Shelf Take-Downs) pursuant to the applicable registration shall not count against the limits in clauses (iii) and (iv). A registration shall not be counted as “effected” for purposes of this Section 2.1(d) until such time as the applicable registration statement

 

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has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Section 2.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section 2.1(d), except as provided in Section 2.6.

(e) Any of the Holders whose Registrable Securities have been registered pursuant to a Shelf Registration Statement may initiate an offering or sale of Registrable Securities pursuant to such Shelf Registration (each, a “Shelf Take-Down”) and such Holder shall not be required to permit the offer and sale of Registrable Securities by other Holders in connection with such Shelf Take-Down. If the Initiating Holders so elect by written request to the Company, a Shelf Take-Down may be in the form of an underwritten offering (an “Underwritten Shelf Take-Down”), and the Company shall, if so requested, file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as practicable.

2.2 Company Registration. If the Company proposes to register (including, for this purpose, a registration effected by the Company for shareholders other than the Holders) any of its Common Stock under the Securities Act in connection with the public offering of such securities (other than in an Excluded Registration), the Company shall, at such time, promptly give each Holder notice of such registration. Upon the request of each Holder given within twenty (20) days after such notice is given by the Company, the Company shall, subject to the provisions of Section 2.3, cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Section 2.6.

2.3 Underwriting Requirements.

(a) If, pursuant to Section 2.1, the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting (including, without limitation, any underwritten Shelf Take Down), they shall so advise the Company as a part of their request made pursuant to Section 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s) for any such offering will be selected by the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Section 2.3, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares.

 

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(b) In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Section 2.2, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. Notwithstanding the foregoing, in no event shall (i) the number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering, or (ii) the number of Registrable Securities included in the offering be reduced below thirty percent (30%) of the total number of securities included in such offering, unless such offering is the IPO, in which case the selling Holders may be excluded further if the underwriters make the determination described above and no other shareholder’s securities are included in such offering or (iii) or notwithstanding (ii) above, any Registrable Securities described in Sections 1.28(i) and (ii) be excluded from such underwriting unless all Registrable Securities described in Section 1.28(iii) are first excluded from such offering.

(c) For purposes of the provision in this Section 2.3 concerning apportionment, for any selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, shareholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of Registrable Securities owned by all Persons included in such “selling Holder,” as defined in this sentence.

2.4 Obligations of the Company. Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such one hundred twenty (120) day period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such registration, and (ii) in the case of any Shelf Registration Statement, such one hundred twenty (120) day period shall be extended for up to two hundred ten (210) days, if necessary, to keep the registration statement effective until all such Registrable Securities are sold;

 

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(b) prepare and file with the SEC such amendments and supplements to such registration statement, the prospectus, and if required, any free writing prospectus, used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement;

(c) furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, and if required, any free writing prospectus, as required by the Securities Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities;

(d) use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;

(e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering;

(f) use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed;

(g) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

(h) promptly make available for inspection by the selling Holders, any managing underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith;

(i) notify each selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus or free-writing prospectus forming a part of such registration statement has been filed;

(j) after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or supplement such registration statement or prospectus or free-writing prospectus;

(k) use its commercially reasonable efforts to obtain for the underwriter(s) and selling Holders one or more “cold comfort” letters, dated the effective date of the related registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), signed by the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “cold comfort” letters;

 

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(l) use its commercially reasonable efforts to obtain for the underwriter(s) and the selling Holders on the date such securities are delivered to the underwriter(s) for sale pursuant to such registration a legal opinion of the Company’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature;

(m) to the extent the Company is a well-known seasoned issuer (as defined in SEC Rule 405) at the time any request for registration is submitted to the Company in accordance with Section 2.3, if so requested, file an automatic shelf registration statement (as defined in SEC Rule 405) to effect such registration; and

(n) if at any time when the Company is required to re-evaluate its well-known seasoned issuer status for purposes of an outstanding automatic shelf registration statement used to effect a request for registration the Company determines that it is not a well-known seasoned issuer and (A) the registration statement is required to be kept effective in accordance with this Agreement and (B) the registration rights of the applicable Holders have not terminated, use commercially reasonable efforts to promptly amend the registration statement on a form the Company is then eligible to use or file a new registration statement on such form, and keep such registration statement effective in accordance with the requirements otherwise applicable under this Agreement.

2.5 Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required to effect the registration of such Holder’s Registrable Securities.

2.6 Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a); provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

2.7 Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.

 

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2.8 Indemnification. If any Registrable Securities are included in a registration statement under this Section 2:

(a) To the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and the partners, members, officers, directors, and shareholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities Act) for each such Holder; and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 2.8(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any such Holder, underwriter, controlling Person, or other aforementioned Person expressly for use in connection with such registration.

(b) To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, and each of its directors, each of its officers who has signed the registration statement, each Person (if any) who controls the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the Securities Act), any other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection with such registration; and each such selling Holder will pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided further that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under Sections 2.8(b) and 2.8(d) exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder).

(c) Promptly after receipt by an indemnified party under this Section 2.8 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.8, give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such action. The failure to give notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.8, to the extent that such failure materially prejudices the indemnifying party’s ability to defend such action. The failure to give notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.8.

 

 

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(d) To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Section 2.8 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Section 2.8 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Section 2.8, then, and in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case, (x) no Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement, and (y) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and provided further that in no event shall a Holder’s liability pursuant to this Section 2.8(d), when combined with the amounts paid or payable by such Holder pursuant to Section 2.8(b), exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder).

(e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

(f) Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations of the Company and Holders under this Section 2.8 shall survive the completion of any offering of Registrable Securities in a registration under this Section 2, and otherwise shall survive the termination of this Agreement.

2.9 Reports Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company shall:

(a) make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times after the effective date of the registration statement filed by the Company for the IPO;

(b) use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and

 

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(c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the registration statement filed by the Company for the IPO), the Securities Act, and the Exchange Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies); (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company; and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration (at any time after the Company has become subject to the reporting requirements under the Exchange Act) or pursuant to Form S-3 (at any time after the Company so qualifies to use such form).

2.10 Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (i) to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included, or (ii) to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Section 6.7.

2.11 “Market Stand-off” Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s IPO, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the registration statement for such offering or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise, in each case subject to the Lock-Up Exceptions. The foregoing provisions of this Section 2.11 shall only apply to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and all shareholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are subject to the same restrictions. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 2.11 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements.

 

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2.12 Restrictions on Transfer.

(a) The Preferred Stock and the Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act, as well as the conditions in the Company’s Right of First Refusal and Co-Sale Agreement, as amended from time to time. Prior to the IPO, a transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Preferred Stock and the Registrable Securities held by such Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement.

(b)

(i) Except as set forth in Section 2.12(b)(ii), each certificate or instrument representing (x) the Preferred Stock, (y) the Registrable Securities, and (z) any other securities issued in respect of the securities referenced in clauses (x) and (y), upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Section 2.12(c)) be stamped or otherwise imprinted with a legend substantially in the following form:

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.

THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

The Holders consent to the Company making a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in this Section 2.12.

(ii) Certificates representing the securities described in Sections 2.12(b)(i)(x) through 2.12(b)(i)(z) above shall not be required to contain any legend referenced in Section 2.12(b)(i) above (w) following the IPO with respect to the legend in the second paragraph of the restrictive legends above, (x) following any sale of such securities pursuant to an effective registration statement under the Securities Act, (y) following any sale of such securities pursuant to any transaction in compliance with SEC Rule 144 or otherwise exempt from the registration requirements under the Securities Act and where such legends are not required following such sale, or (z) following receipt of a legal opinion of counsel to the Holder holding such securities that (1) such securities are eligible for resale without volume limitations or other limitations under Rule 144 or (2) such legend is not required in order to establish compliance with any provisions of the Securities Act. Upon request of a Holder, (1) upon receipt by the Company of an opinion of counsel for the Holder that the first paragraph of the restrictive legend set forth in Section 2.12(b)(i) is no longer required under the Securities Act, or (2) in the event that the second paragraph of such legend has ceased to be applicable to the securities held by such Holder, then, in each case, the Company shall provide such Holder, or his, her or its successors and permitted transferee(s), with new certificates for such securities not bearing the legend with respect to which the restriction is no longer required or applicable.

 

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(c) The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in all respects with the provisions of this Section 2. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. The requirements set forth in the immediately preceding sentence shall not be applicable (x) in any transaction in compliance with SEC Rule 144 or otherwise exempt from the registration requirements under the Securities Act or (y) in any transaction in which such Holder distributes Restricted Securities to a direct or indirect Affiliate, partner (including limited partners), member or equity holder for no consideration; provided that prior to the IPO each transferee agrees in writing to be subject to the terms of this Section 2.12(c). Except as provided in Section 2.12(b)(ii), each certificate or instrument evidencing the Restricted Securities transferred as above provided shall bear the applicable, if any, restrictive legend set forth in Section 2.12(b)(i).

2.13 Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Section 2.1 or Section 2.2 shall terminate upon the earliest to occur of:

(a) the closing of a Deemed Liquidation, as such term is defined in the Articles of Incorporation; provided that such Holder receives cash or marketable securities in such Deemed Liquidation in consideration for all Preferred Stock and Common Stock held by such Holder; and provided, further, that for purposes hereof, “marketable securities” means securities that are listed on a national securities exchange and either (i) are freely tradeable by such Holder in the public markets upon receipt thereof or (ii) with respect to which such Holder has received registration rights from the issuer of such securities substantially similar to those provided under this Agreement;

(b) when all of such Holder’s Registrable Securities could be sold without restriction under SEC Rule 144 during a three-month period without registration (assuming for this purpose that such Holder is an affiliate (within the meaning of SEC Rule 144) if such Holder is a Major Investor) and such Holder, together with its Affiliates, beneficially owns Registrable Securities equal to less than 1% of the Company’s outstanding Common Stock; and

(c) the later of the date that is the eighth (8th) anniversary of this Agreement and the fifth (5th) anniversary of the IPO.

 

14


3. Information and Inspection Rights.

3.1 Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that the Board of Directors has not reasonably determined that such Major Investor is a competitor of the Company:

(a) as soon as practicable, but in any event within sixty (60) days after the end of each fiscal year of the Company, unaudited financial statements all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP), including: (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of shareholders’ equity as of the end of such year (the “Annual Financial Statements”);

(b) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company, audited Annual Financial Statements;

(c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);

(d) as soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal year, approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and

(e) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Board of Directors reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company), (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel or (iii) that the Board of Directors determines in good faith to be of a nature that is competitively sensitive and could be expected to have an adverse impact on the Company if disclosed to such Major Investor.

If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries.

3.2 Inspection. The Company shall permit each Major Investor (provided that the Board of Directors has not reasonably determined that such Major Investor is a competitor of the Company), at such Major Investor’s expense, to visit and inspect the Company’s properties; examine its books of account and records; and discuss the Company’s affairs, finances, and accounts with its officers, during normal business hours of the Company as may be requested by the Major Investor; provided, however, that the Company shall not be obligated pursuant to this Section 3.2 to provide access to any information that it reasonably and in good faith considers to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.

 

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3.3 Termination of Rights. The covenants set forth in Section 3.1 through Section 3.2 shall terminate and be of no further force or effect (a) immediately before the consummation of the IPO but subject to consummation of the IPO or (b) upon a Deemed Liquidation, as such term is defined in the Articles of Incorporation, whichever event occurs first.

3.4 Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public (other than as a result of a breach of this Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company and which obligation is known to such Investor; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees with such Investor to be bound by the provisions of this Section 3.4; (iii) to any current, former or prospective investors (including, without limitation, limited partners) of such Holder, provided such investors are subject to general and customary (determined by reference to customary confidentiality obligations of limited partners in private equity funds) obligations of confidentiality with respect to information provided to them from such Holder or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company in advance of such disclosure pursuant to clause (iv) and takes reasonable steps to minimize the extent of any such required disclosure.

 

4. Rights to Future Stock Issuances.

4.1 Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. Solely for purposes of this Section 4, “Affiliates” shall include Immediate Family Members of an Investor as well as trusts for the benefit of Immediate Family Members of an Investor, provided that the Company has been notified in writing by such Investor that it intends to aggregate its holdings together with those of its Immediate Family Members (or trusts to benefit such Immediate Family Members) for this purpose.

(a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities.

(b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the fraction thereof (with respect to each Major Investor, such Major Investor’s “Pro Rata Portion”) obtained by dividing (i) the Registrable Securities then held by such Major Investor by (ii) the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock

 

16


and other Derivative Securities). At the expiration of such twenty (20) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all of its Pro Rata Portion (other than New Securities as to which application of this right of first offer has been waived under Section 4.1(d) below) (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to such Fully Exercising Investor’s Pro Rata Portion, up to that portion of the New Securities for which Major Investors were entitled to subscribe (other than New Securities as to which application of this right of first offer has been waived under Section 4.1(d) below) but that were not subscribed for by the Major Investors which equals the fraction thereof (with respect to each Major Investor, such Major Investor’s “Secondary Pro Rata Portion”) obtained by dividing (x) the Registrable Securities then held by such Fully Exercising Investor by (y) the Registrable Securities then held by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 4.1(b) shall occur within the later of one hundred and twenty (120) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(c).

(c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Section 4.1.

(d) The right of first offer in this Section 4.1 shall not be applicable: (i) to shares excluded from Additional Stock (as defined in the Articles of Incorporation) pursuant to Sections 2.3.4(d)(1)(C)(i) through (x) of the Articles of Incorporation; (ii) to shares of Common Stock issued in the IPO; and (iii) to New Securities if and to the extent that the application of such right of first offer has been waived by the affirmative vote or written consent of the holders of a majority of the Registrable Securities held by Major Investors then outstanding and such Major Investors are not otherwise purchasing any New Securities.

5. Anti-Takeover Provisions. The Company shall take all reasonable actions to ensure that (i) to the extent permissible under applicable law, no “business combination,” “fair price,” “moratorium,” “control share acquisition” or other form of antitakeover statute or regulation under Washington law, including, but not limited to, 23B.19 of the Revised Code of Washington, (ii) no anti-takeover provision in the articles of incorporation or by-laws of the Company or other similar organizational documents of its subsidiaries, and (iii) no shareholder rights plan, “poison pill” or similar measure is applicable to any Holder solely by reason of any acquisition of record or beneficial ownership of Preferred Stock (or related Registrable Securities as described in Sec. 1.27(i) or 1.27(ii)) prior to October 31, 2016.

 

6. Miscellaneous.

6.1 Successors and Assigns. The rights under this Agreement may only be assigned (but only with all related obligations) by a Holder to a transferee of Registrable Securities that (a) is an Affiliate of a Holder; (b) is a Holder’s Immediate Family Member or trust for the benefit of an individual Holder or one or more of such Holder’s Immediate Family Members; or (c) after such transfer, holds at least 500,000 shares of Registrable Securities (or less if all the shares of Registrable Securities of the Holder are transferred to the transferee) (subject to appropriate adjustment for stock splits, stock

 

17


dividends, combinations, and other recapitalizations); provided, however, that (x) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred; and (y) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement, including the provisions of Section 2.11. For the purposes of determining the number of shares of Registrable Securities held by a transferee, the holdings of a transferee (1) that is an Affiliate or shareholder of a Holder; (2) who is a Holder’s Immediate Family Member; or (3) that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family Member shall be aggregated together and with those of the transferring Holder; provided further that all transferees who would not qualify individually for assignment of rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices, or taking any action under this Agreement. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

6.2 Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Washington, without giving effect to principles of conflicts of law that would result in the application of the laws of any other State.

6.3 Counterparts; Facsimile. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may also be executed and delivered by facsimile or portable document format (pdf) signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

6.4 Titles and Subtitles. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

6.5 Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given (a) when received, if by personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile (c) upon the earlier of actual receipt or five (5) days after deposit in the United States mail, first class postage prepaid, or (d) upon the earlier of actual receipt or one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery. All communications shall be sent to the respective parties at their email addresses, facsimile numbers or addresses as set in the Company’s records, or to such email address, facsimile number, or address as subsequently modified by written notice given in accordance with this Section 6.5.

6.6 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the holders of a majority of the Registrable Securities then outstanding; provided, however, that Section 3 and Section 4 of this Agreement may be amended or waived only with the written consent of the holders of a majority of the Registrable Securities then held by the Major Investors; provided further that the Company may in its sole discretion waive compliance with Section 2.12(c) (and the Company’s failure to object promptly in writing after notification of a proposed assignment allegedly in violation of Section 2.12(c) shall be deemed to be a waiver); and provided further that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party. Notwithstanding the foregoing,

 

18


(a) this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment, termination, or waiver applies to all Investors in the same fashion and (b) Section 2.1, Section 2.12 and this Section 6.6 shall not be amended or waived in any way that would be adverse to the Series D-1 Lead Investor (including, without limitation, in connection with a termination of this Agreement) without the written consent of Warburg Pincus Private Equity XI, L.P.; and provided further that Schedule A hereto may be amended by the Company from time to time to remove Investors who no longer hold any Shares without the consent of the other parties hereto. The Company shall give prompt notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination, or waiver; provided, however, that in no event shall failure to provide notice as required by this Section 6.6 affect the validity or effectiveness of such amendment, modification, termination or waiver. For the avoidance of doubt, any failure to provide notice as required by any prior version of this Agreement (as in effect at the time such notice was required) prior to the date hereof shall not affect the validity or effectiveness of any amendment, modification, termination or waiver prior to the date hereof. Any amendment, termination, or waiver effected in accordance with this Section 6.6 shall be binding on all parties hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

6.7 Additional Parties. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock after the date of this Agreement, purchasers of the Preferred Stock may become parties to this Agreement by executing and delivering a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor hereunder. Each such purchaser of Preferred Stock shall thereafter be deemed an Investor for all purposes under this Agreement and Schedule A hereto may be amended by the Company from time to time to add such additional Investors without the consent of the other parties hereto.

6.8 Severability. In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.

6.9 Aggregation of Stock. All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate.

6.10 Prior Agreement; Entire Agreement. Upon the effectiveness of this Agreement, the Prior Agreement shall be deemed amended and restated to read in its entirety as set forth in this Agreement. This Agreement (including the Schedule hereto), together with the Articles of Incorporation and the following agreements, as applicable, constitute the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled: (a) the Ninth Amended and Restated Right of First Refusal and Co-Sale Agreement dated as of September     , 2016, among the Company, the Investors, and certain other shareholders of the Company, as may be amended or restated from time to time, (b) the Tenth Amended and Restated Voting Agreement dated as of September     , 2016, among the Company, the Investors and certain other shareholders of the Company, as may be amended or restated from time to time, and (c) the Purchase Agreement, as may be amended or restated from time to time. Upon the effectiveness of this Agreement, the Prior Agreement shall terminate and be of no further force and effect and shall be superseded and replaced in its entirety by this Agreement.

 

19


6.11 Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching or nondefaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

*     *     *    *    *

 

20


IN WITNESS WHEREOF, the parties have executed this Ninth Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

COMPANY:
AVALARA, INC.
By:  

/s/ Alesia L. Pinney

  Alesia L. Pinney
  Executive Vice President, General Counsel and Secretary

 

Address:   1100 2nd Avenue, Suite 300
 

Seattle, WA 98101

 

Tel: (206) 826-4900

Fax: (206) 641-2455

 


IN WITNESS WHEREOF, the parties have executed this Ninth Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

INVESTOR:
ALTAIR US, LLC
By:  

/s/ Richard Bailey

Name:   Richard Bailey
Title:   Manager

 


IN WITNESS WHEREOF, the parties have executed this Ninth Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

INVESTOR:
ARTHUR VENTURES GROWTH FUND II, L.P.
By:  

/s/ James B. Burgum

Name:   James B. Burgum
Title:   Managing Partner

 


IN WITNESS WHEREOF, the parties have executed this Ninth Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

INVESTORS:
BATTERY VENTURES IX, L.P.
By:   Battery Partners IX, LLC
  its General Partner
By:  

/s/ Michael M. Brown

Name:   Michael M. Brown
Title:   Member Manager
BATTERY INVESTMENT PARTNERS IX, LLC
By:  

Battery Partners IX, LLC

its Managing Member

By:  

/s/ Michael M. Brown

Name:   Michael M. Brown
Title:   Member Manager

 


IN WITNESS WHEREOF, the parties have executed this Ninth Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

INVESTOR:

/s/ Ethan A. Bell

Ethan A. Bell


IN WITNESS WHEREOF, the parties have executed this Ninth Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

INVESTOR:

/s/ Larry R. Benaroya

Rebecca B. Benaroya
Attorney-in-fact for Rebecca B. Benaroya


IN WITNESS WHEREOF, the parties have executed this Ninth Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

INVESTORS:
THE BENAROYA COMPANY, L.L.C.
By:  

/s/ Larry R. Benaroya

Name:   Larry R. Benaroya
Title:   Managing Member
BENAROYA CAPITAL COMPANY, L.L.C.
By:  

/s/ Larry R. Benaroya

Name:   Larry R. Benaroya
Title:   Managing Member


IN WITNESS WHEREOF, the parties have executed this Ninth Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

INVESTOR:

/s/ Frank Everett, III

Frank Everett, III


IN WITNESS WHEREOF, the parties have executed this Ninth Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

INVESTOR:

/s/ Marion R. Foote

Marion R. Foote


IN WITNESS WHEREOF, the parties have executed this Ninth Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

INVESTOR:

/s/ Stanley G. Freimuth

Stanley G. Freimuth


IN WITNESS WHEREOF, the parties have executed this Ninth Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

INVESTOR:

/s/ Scott McFarlane

Scott McFarlane


IN WITNESS WHEREOF, the parties have executed this Ninth Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

INVESTOR:

/s/ Susan McFarlane

Susan McFarlane


IN WITNESS WHEREOF, the parties have executed this Ninth Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

INVESTOR:

/s/ Thomas E. Morgan, III

Thomas E. Morgan, III


IN WITNESS WHEREOF, the parties have executed this Ninth Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

INVESTOR:

THE MORGAN FAMILY FOUNDATION
By:  

/s/ Thomas E Morgan III

Name:   Thomas E Morgan III
Title:   Director and Chair


IN WITNESS WHEREOF, the parties have executed this Ninth Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

INVESTOR:

PIONEER VENTURE PARTNERS LLC

 

By:  

/s/ Ben Goux

Name:   Ben Goux
Title:   CFO


IN WITNESS WHEREOF, the parties have executed this Ninth Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

 

INVESTOR:  
RIVERCROFT HOLDINGS, LP
By:  

/s/ Thomas E Morgan III

Name:   Thomas E Morgan III, President
Title:   Morgan Partners Inc - General Partner


IN WITNESS WHEREOF, the undersigned has executed this Ninth Amended and Restated Investors’ Rights Agreement as of September 26, 2016.

 

INVESTOR:

/s/ Michael L. Rosen

Michael L. Rosen

 


IN WITNESS WHEREOF, the parties have executed this Ninth Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

INVESTOR:
SAGEVIEW AVALARA PARTNERS, L.P.
By:   Sageview Capital GenPar, Ltd.
  its General Partner
By:  

/s/ Dino Verardo

Name:   Dino Verardo
Title:   Vice President


IN WITNESS WHEREOF, the parties have executed this Ninth Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

INVESTOR:
SAGEVIEW AVALARA PARTNERS I, L.P.
By:   Sageview Capital GenPar, Ltd.
  its General Partner

 

By:  

/s/ Dino Verardo

Name:   Dino Verardo
Title:   Vice President


IN WITNESS WHEREOF, the parties have executed this Ninth Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

INVESTOR:
SAGEVIEW CAPITAL MASTER, L.P.

 

By:   Sageview Capital GenPar, Ltd.
  its General Partner
By:  

/s/ Dino Verardo

Name:   Dino Verardo
Title:   Vice President


IN WITNESS WHEREOF, the parties have executed this Ninth Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

INVESTOR:
SARKOWSKY FAMILY L.P.

 

By:  

/s/ STEVEN W. SARKOWSKY

Name:   STEVEN W. SARKOWSKY
Title:   President of SPF Holdings, General Partner


IN WITNESS WHEREOF, the parties have executed this Ninth Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

      INVESTOR:   
TCV VIlI, L.P.    TCV VIII (A), L.P.

a Cayman Islands exempted limited partnership, acting by its

general partner

   a Cayman Islands exempted limited partnership, acting by its general partner

Technology Crossover Management VIII, L.P. a Cayman Islands

exempted limited partnership, acting by its general partner

  

Technology Crossover Management VIII, L.P. a Cayman Islands exempted limited partnership, acting by its general partner

 

Technology Crossover Management VIII, Ltd.    Technology Crossover Management VIII, Ltd.
a Cayman Islands exempted company    a Cayman Islands exempted company
By:   

/s/ Frederic D. Fenton

                                By:   

/s/ Frederic D. Fenton

Name:    Frederic D. Fenton                                 Name:    Frederic D. Fenton
Title:    Attorney in Fact                                 Title:    Attorney in Fact
  
TCV VIII (B), L.P.        TCV MEMBER FUND, L.P.

a Cayman Islands exempted limited partnership, acting by its

general partner

  

    a Cayman Islands exempted limited partnership

 

          Technology Crossover Management VIII, Ltd.

Technology Crossover Management VIII, L.P. a Cayman Islands

exempted limited partnership, acting by its general partner

  

    a Cayman Islands exempted company

                    By:      /s/ Frederic D. Fenton                            
Technology Crossover Management VIII, Ltd.                     Name: Frederic D. Fenton
a Cayman Islands exempted company                     Title:   Authorized Signatory
By:   

/s/ Frederic D. Fenton

     
Name:    Frederic D. Fenton      
Title:    Attorney in Fact      
        
        

 

 

 


IN WITNESS WHEREOF, the parties have executed this Ninth Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

INVESTOR:

/s/ Jared Vogt

Jared Vogt

 


IN WITNESS WHEREOF, the parties have executed this Ninth Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

INVESTOR:
WPXI FINANCE, LP
By:   WPXI GP, L.P.
  its managing general partner
By:   Warburg Pincus Private Equity XI, L.P.
  its general partner
By:   Warburg Pincus XI, L.P.
  its general partner
By:   WP Global LLC
  its general partner
By:   Warburg Pincus Partners II, L.P.
  its managing member
By:   Warburg Pincus Partners GP LLC
  its general partner
By:   Warburg Pincus & Co.
  its managing member

 

By:  

/s/ Justin Sadrian

Name:   Justin Sadrian
Title:   Partner


IN WITNESS WHEREOF, the parties have executed this Ninth Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

INVESTOR:
WARBURG PINCUS XI PARTNERS, L.P.
By:   Warburg Pincus XI, L.P.
  its general partner
By:   WP Global LLC
  its general partner
By:   Warburg Pincus Partners II, L.P.
  its managing member
By:   Warburg Pincus Partners GP LLC
  its general partner
By:   Warburg Pincus & Co.
  its managing member

 

By:  

/s/ Justin Sadrian

Name:   Justin Sadrian
Title:   Partner


IN WITNESS WHEREOF, the parties have executed this Ninth Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

INVESTOR:

/s/ Gary L. Waterman

Gary L. Waterman

 

 


IN WITNESS WHEREOF, the undersigned has executed this Ninth Amended and Restated Investors’ Rights Agreement as of September 26, 2016.

 

INVESTOR:

/s/ James Waterman

James Waterman


IN WITNESS WHEREOF, the parties have executed this Ninth Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

INVESTOR:

/s/ Larry Wolfe

Larry Wolfe


Schedule A

INVESTORS

Investor Names

Alco Investment Company

Alexander Rosen Children’s Trust

Altair US, LLC

Anthony W. Esernia Investments, LLC

Arnold, Steve

Arthur Ventures Growth Fund II, L.P.

Avalera Holdings, LLC

Bailey, Frank R., III

Bailey, Timothy

Battery Investment Partners IX, LLC

Battery Ventures IX, L.P.

Bell, Ethan A.

Benaroya Capital Company, L.L.C.

Benaroya Company, L.L.C., The

Benaroya, Rebecca B.

Bergholm, Paul

Biggar, James M., Jr.

Biggar, William V. and Jane C.

Cartwright, Kathryn and Robert

Casey, Kenneth

Casey, Paula

Cristal Family LLC

David & Marilyn Britz 2004 Living Trust

Dir, Dale & Billie

DLA Piper Venture Fund 2011, LLC

Douglas, Sally G.

Edward Bell Revocable Trust dtd January 7, 1999

Esernia Investments, LLC

Esernia, Anthony W.

Everett, III, Frank

Everett, Taylor F.

Files Family LP

Files, Joy

Foote, Marion R.

Freimuth, Stanley G.

GFR, L.L.C.

Hannah, Benjamin L.

Hucul, Daniel

Hutchinson, John L.

 


Investor Names

Hutchinson, Scott J.

Hutchinson, Stuart R. and Elisabeth

Inez Corrado Trustee, Inez Corrado Revocable Trust U/A DTD 03-05-96 amended 08-11-04

IRA Resources Trust FBO Timothy Hunter Bailey IRA#35-21510

Jill K. Rosen, as Custodian for Sadie Louise Rosen under the Washington Uniform Transfers to Minors Act

Jill K. Rosen, as Custodian for Tula Sophia Rosen under the Washington Uniform Transfers to Minors Act

John D. Garson Trustee Under Trust Agreement of John D. Garson Dated February 23, 1961 as Amended Under Agreement Dated December 30, 2004

John P. Morbeck Cust Hailey Jane Morbeck UTMA WA

John P. Morbeck Custodian FBO Catherine Morbeck Lewison UTMA WA Until Age 21

John P. Morbeck Custodian FBO Jack Pickard Lewison UTMA WA Until Age 21

John P. Morbeck Custodian Reese Elizabeth Morbeck UTMA WA

John T. Carleton and Christine G. Carleton as Trustees of The John T. Carleton and Christine G. Carleton Revocable Living Trust dated March 31, 2016

Joshua 24:15 Partnership, Ltd.

Karimi, Nikki

Lloyd J. Geggatt and Christine C. Geggatt Co-Trustees, Lloyd and Christine Geggatt Family Revocable Living Trust U/A DTD 08-17-2015

Lonseth, Andrew

LPEFWS, LLC

Margaret Y. Garson Trustee, John D. Garson Irrevocable Trust U/A DTD 07-23-2015

Mary K. Simpson, as Custodian for Jacob P. Simpson, under the Washington Uniform Transfers to Minors Act

McDonald Family Trust

McFarlane, Courtney

McFarlane, Kyle

McFarlane, Scott

McFarlane, Susan

Miller, Lisa

Morgan Family Foundation, The

Morgan, III, Thomas E.

Mounger, Glenn

Mounger, Mary Lynn

Myhren Ventures LP

National Financial Services, LLC CUST FBO John P. Morbeck ROTH IRA

Nitz, Daren & Elizabeth

Osman, John Patrick

Patrick M. Falle Living Trust

Pazirandeh, Vahid

Pioneer Venture Partners LLC

Raymond James & Associates, Inc. CSDN FBO Dr. Ronald R. Shoha IRA #3 A/C #33652850

Rivercroft Holdings, LP

Robert W. Baird & Co. FBO Andrew Lonseth

Robert W. Baird & Co. FBO Kelly Allen Samson

 

2


Investor Names

Rosen, Douglas C.

Rosen, Michael L.

Sageview Avalara Partners, L.P.

Sageview Avalara Partners I, L.P.

Sageview Capital Master, L.P.

Samson, Kelly

Samson, Sally

Saracen Domestic, LLC (formerly Zy Tax, LLC)

Sarah L. Gries, Trustee u/a/d 2/1/84

Sarkowsky Family L.P.

Schulte, Robert

Shaffer, Eugene

Shoha, Michael L.

Shoha, Ronald R.

Smith, Betsy

Smith, Terri L.

Sound Leasing Corporation

Staheli, Marc

Steel, John M.

Steigerwald, Scott

Stephens, Kimberly A.

Stephens, Robert J.

Strauss Family Trust

Stuit, LLC

Susan W. Devening 2012 Children’s Trust

Tadjibaev, Dilshod

TCV Member Fund, L.P.

TCV VIII (A), L.P.

TCV VIII (B), L.P.

TCV VIII, L.P.

Terrell, Steven J. TTEE FBO Steven J. Terrell Living Trust U/A/D 12/10/96

The Jon Staenberg Trust

Victor, David & Laura

Vogt, Jared

Warburg Pincus XI Partners, L.P.

Waterman, Andrew G.

Waterman, Charles R.

Waterman, Gary L.

Waterman, James B.

Wei, Eric

Weinstein Family LLC

West Mercer LLC

 

3


Investor Names

White, Neal and Holly

Wiggins, Bryan and Audrey

Wolfe, Larry

WPXI Finance, LP

 

4


AVALARA, INC.

WAIVER AND AMENDMENT

WITH RESPECT TO

INITIAL PUBLIC OFFERING

This Waiver and Amendment With Respect to Initial Public Offering (this “Agreement”), which waives and amends certain provisions of that certain Ninth Amended and Restated Investors’ Rights Agreement dated as of September 12, 2016 by and among the Avalara, Inc., a Washington corporation (the “Company”), and each of the investors listed on Schedule A thereto (the “IRA”), is made as of June 23, 2017, by and among the Company and each of the undersigned Investors. Unless the context requires otherwise, all capitalized terms used in this Agreement, but not defined herein, shall have the meanings given to such terms in the IRA.

RECITALS

A. The undersigned are holders of (1) at least a majority of the Registrable Securities currently outstanding and (2) at least a majority of the Registrable Securities currently held by Major Investors.

B. The Company proposes to register shares of its Common Stock under the Securities Act of 1933, as amended (the “Act”), in connection with the Company’s planned underwritten initial public offering (“Offering”) of its Common Stock pursuant to a registration statement on Form S-1, the initial submission of which with the Securities and Exchange Commission is expected to be made during June 2017.

C. The Company desires to obtain the agreement and waiver of the undersigned with respect to certain provisions of the IRA related to the Offering, including waiver of (1) any notice requirements to shareholders with respect to the registration of the Company’s Common Stock in connection with the Offering, and (2) any registration rights of shareholders with respect to Registrable Securities in connection with the Offering.

D. The Company desires to obtain the agreement of the undersigned to amend the IRA to add a termination provision with respect to each Major Investor’s right of first offer to purchase such Major Investor’s pro rata portion of New Securities.

AGREEMENT, WAIVER AND AMENDMENT

NOW, THEREFORE, in consideration of and reliance on the foregoing premises and the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:


1. Waiver of Registration Rights. Notwithstanding the terms of Section 2.2 of the IRA, including but not limited to the rights of Holders to (a) receive prompt notice of the Company’s proposal to register the Company’s Common Stock under the Act, and (b) require the Company to cause to be registered all of the Registrable Securities that each such Holder requests to be registered, the undersigned hereby waives with respect to the Offering any and all rights to (i) receive any notice of the Offering under the IRA, and (ii) require the Company under the IRA to cause any Registrable Securities to be registered in connection with the Offering.

2. Amendment to Right of First Offer. Section 4 of the IRA is hereby amended to add Section 4.2 immediately following Section 4.1(d), to read as follows:

“4.2 Termination. The covenants set forth in Section 4.1 shall terminate and be of no further force or effect immediately before the consummation of the IPO but subject to consummation of the IPO.”

3. Miscellaneous.

 

  a. Continuation of IRA. After the date hereof, each reference in the IRA to “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the IRA as amended hereby. Except as specifically provided for in this Agreement, all of the terms and conditions of the IRA shall remain unchanged and in full force and effect.

 

  b. Counterparts; Facsimile. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may also be executed and delivered by facsimile or portable document format (pdf) signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature page follows]


IN WITNESS WHEREOF, the parties have executed this Waiver and Amendment as of the date first written above.

 

AVALARA, INC.
By:  

/s/ Scott McFarlane

Name:   Scott McFarlane
Title:   Chief Executive Officer

[Signature page to Waiver and Amendment]


IN WITNESS WHEREOF, the parties have executed this Waiver and Amendment as of the date first written above.

 

INVESTOR:

/s/ Scott McFarlane

 

Scott McFarlane

[Signature page to Waiver and Amendment]


IN WITNESS WHEREOF, the parties have executed this Waiver and Amendment as of the date first written above.

 

INVESTORS:
WARBURG PINCUS XI PARTNERS, L.P.
By:   Warburg Pincus XI, L.P.,
  its general partner
By:   WP Global LLC,
  its general partner
By:   Warburg Pincus Partners II, L.P.,
  its managing member
By:   Warburg Pincus Partners GP LLC,
  its general partner
By:   Warburg Pincus & Co.,
  its managing member

 

By:  

/s/ Justin Sadrian

Name:   Justin Sadrian
Title:   Partner

[Signature page to Waiver and Amendment]


IN WITNESS WHEREOF, the parties have executed this Waiver and Amendment as of the date first written above.

 

INVESTORS:
WPXI FINANCE, LP
By:   WPXI GP, L.P.,
  its managing general partner
By:   Warburg Pincus Private Equity XI, L.P.,
  its general partner
By:   Warburg Pincus XI, L.P.,
  its general partner
By:   WP Global LLC,
  its general partner
By:   Warburg Pincus Partners II, L.P.,
  its managing member
By:   Warburg Pincus Partners GP LLC,
  its general partner
By:   Warburg Pincus & Co.,
  its managing member

 

By:  

/s/ Justin Sadrian

Name:   Justin Sadrian
Title:   Partner

[Signature page to Waiver and Amendment]


IN WITNESS WHEREOF, the parties have executed this Waiver and Amendment as of the date first written above.

 

INVESTORS:
SAGEVIEW CAPITAL MASTER, L.P.
By:   Sageview Capital GenPar, Ltd.
  its General Partner
By:  

/s/ Edward A. Gilhuly

Name:   Edward A. Gilhuly
Title:   Director

[Signature page to Waiver and Amendment]


IN WITNESS WHEREOF, the parties have executed this Waiver and Amendment as of the date first written above.

 

INVESTORS:
SAGEVIEW AVALARA PARTNERS, L.P.
By:        Sageview Capital GenPar, Ltd.
   its General Partner

 

By:  

/s/ Edward A. Gilhuly

Name:   Edward A. Gilhuly
Title:   Director

[Signature page to Waiver and Amendment]


IN WITNESS WHEREOF, the parties have executed this Waiver and Amendment as of the date first written above.

 

INVESTORS:
SAGEVIEW AVALARA PARTNERS I, L.P.
By:      Sageview Capital GenPar, Ltd.
     its General Partner

 

By:  

/s/ Edward A. Gilhuly

Name:   Edward A. Gilhuly
Title:   Director

[Signature page to Waiver and Amendment]


IN WITNESS WHEREOF, the parties have executed this Waiver and Amendment as of the date first written above.

 

INVESTORS:
BATTERY VENTURES IX, L.P.
By:   Battery Partners IX, LLC
  its General Partner
By:  

/s/ Neeraj Agrawal

Name:   Neeraj Agrawal
Title:   Managing Member

[Signature page to Waiver and Amendment]


IN WITNESS WHEREOF, the parties have executed this Waiver and Amendment as of the date first written above.

 

INVESTORS:
BATTERY INVESTMENT PARTNERS IX, LLC
By:   Battery Partners IX, LLC
  its Managing Member
By:  

/s/ Neeraj Agrawal

Name:   Neeraj Agrawal
Title:   Managing Member

[Signature page to Waiver and Amendment]


IN WITNESS WHEREOF, the parties have executed this Waiver and Amendment as of the date first written above.

 

INVESTOR:
PIONEER VENTURE PARTNERS LLC

 

By:  

/s/ Ben Goux

Name:   Ben Goux
Title:   CFO

[Signature page to Waiver and Amendment]


IN WITNESS WHEREOF, the parties have executed this Waiver and Amendment as of the date first written above.

 

INVESTOR:

/s/ Jared Vogt

Jared Vogt

[Signature page to Waiver and Amendment]


IN WITNESS WHEREOF, the parties have executed this Waiver and Amendment as of the date first written above.

 

INVESTORS:

/s/ Gary L. Waterman

 

Gary L. Waterman

[Signature page to Waiver and Amendment]


IN WITNESS WHEREOF, the parties have executed this Waiver and Amendment as of the date first written above.

 

INVESTOR:

/s/ Marion R. Foote

 

Marion R. Foote

[Signature page to Waiver and Amendment]

EX-10.23 28 d317509dex1023.htm TENTH AMENDED AND RESTATED VOTING AGREEMENT TENTH AMENDED AND RESTATED VOTING AGREEMENT

Exhibit 10.23

AVALARA, INC.

TENTH AMENDED AND RESTATED VOTING AGREEMENT

THIS TENTH AMENDED AND RESTATED VOTING AGREEMENT is made and entered into as of September 12, 2016, by and among Avalara, Inc., a Washington corporation (the “Company”), the holders of the Company’s Series A Preferred Stock (“Series A Preferred”), Series A-1 Preferred Stock (“Series A-1 Preferred”), Series A-2 Preferred Stock (“Series A-2 Preferred”), Series B Preferred Stock (“Series B Preferred”), Series B-1 Preferred Stock (“Series B-1 Preferred”), Series C Preferred Stock (“Series C Preferred”), Series C-1 Preferred Stock (“Series C-1 Preferred Stock”), Series D Preferred Stock (“Series D Preferred”) Series D-1 Preferred Stock (“Series D-1 Preferred”) and Series D-2 Preferred Stock (“Series D-2 Preferred”) listed on Schedule A hereto and those certain shareholders of the Company listed on Schedule B and Schedule C hereto.

RECITALS

A. WHEREAS, concurrently with execution of this Agreement, the Company is entering into a Series D-2 Preferred Stock Purchase Agreement, as may be amended from time to time (the “Series D-2 Purchase Agreement”), pursuant to which the Company shall be authorized to issue shares of Series D-2 Preferred, subject to the terms and conditions in the Series D-2 Purchase Agreement.

B. WHEREAS, Section 6.8 of the Ninth Amended and Restated Voting Agreement dated as of April 1, 2016, by and among the Company and the other parties thereto (the “Prior Agreement”) provides that the Prior Agreement may be amended by a written instrument executed by the Company, the Key Holders holding at least a majority of the Shares then held by the Key Holders (voting as a single class and on an as-converted-to-Common Stock basis) and Investors holding a majority of the Shares then held by the Investors (voting as a single class and on an as-converted-to-Common Stock basis); and

C. WHEREAS, the Company, the undersigned Key Holders, who hold at least a majority of the Shares held by the Key Holders (voting as a single class and on an as-converted-to-Common Stock basis), and the undersigned Investors, who hold a majority of the Shares held by the Investors (voting as a single class and on an as-converted-to-Common Stock basis), desire to amend and restate the Prior Agreement to, among other things, clarify certain provisions with respect to transfers of Shares subject to this Agreement;

NOW, THEREFORE, the parties agree as follows:

 

  1. Voting Provisions Regarding Board of Directors.

1.1. Size of the Board. Each Shareholder (as defined below) agrees to vote, or cause to be voted, all Shares (as defined below) owned by such Shareholder, or over which such Shareholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that the size of the Board (as defined below) shall be set and remain at ten (10) directors and may be increased only with the prior written consent of the Investors (as defined below) holding Preferred Stock (as defined below) representing a majority of the shares of Common Stock (as defined below) issuable upon the conversion of the then-outstanding Preferred Stock. For purposes of this Agreement, the term “Shares” shall mean and include any securities of the Company the holders of which are entitled to vote, including without limitation, all shares of Common Stock and Preferred Stock, by whatever name called, now owned or subsequently acquired by a Shareholder, however acquired, whether through purchase, transfers, stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise.


1.2. Board Composition. Each Shareholder agrees to vote, or cause to be voted, all Shares owned by such Shareholder, or over which such Shareholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of the Company’s shareholders at which an election of directors is held or pursuant to any written consent of the Company’s shareholders, the following persons shall be elected to the Board:

(a) one individual designated by The Benaroya Company, L.L.C., which initially shall be Douglas Burgum, for so long as such Shareholder and its Affiliates (as defined below) continue to own beneficially at least 1,500,000 Shares, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like;

(b) one individual designated by Pioneer Venture Partners LLC, which individual initially shall be Benjamin Goux, for so long as such Shareholder and its Affiliates continue to own beneficially at least 1,500,000 Shares, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like;

(c) one individual designated by the holders of a majority of the Shares of Common Stock held by the Key Holders (as defined below), which individual initially shall be Jared Vogt, for so long as the Key Holders collectively hold at least 2,500,000 Shares, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like;

(d) the individual serving from time to time as the Company’s Chief Executive Officer (the “CEO Director”), who initially shall be Scott McFarlane; provided that if for any reason the person serving as the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Shareholders shall promptly vote their respective Shares (i) to remove such person from the Board if such person has not resigned as a member of the Board and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director;

(e) three individuals who are mutually acceptable to (i) the holders of a majority of the Shares held by the Key Holders who are then providing services to the Company as officers, employees or consultants and (ii) the holders of a majority of the Shares held by the Investors, which individuals shall initially be Gary Waterman, Marion R. Foote and Tami Reller;

(f) one individual designated by Sageview Capital Master, L.P. (the “Sageview Director”), which individual initially shall be Ned Gilhuly, for so long as such Shareholder and its Affiliates continue to own beneficially at least 1,500,000 Shares, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like;

(g) one individual designated by Battery Ventures IX, L.P., together with its affiliated funds, which individual initially shall be Chelsea Stoner, for so long as such Shareholder and its Affiliates continue to own beneficially at least 1,500,000 Shares, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like;

(h) one individual (the “Warburg Pincus Director”) designated by Warburg Pincus Private Equity XI, L.P., together with its affiliated funds (“Warburg Pincus”), which individual initially shall be Justin Sadrian, for so long as Warburg Pincus or its Affiliates continue to own beneficially at least 1,500,000 Shares, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; and

 

-2-


(i) to the extent that any of clauses (a), (b), (f), (g) or (h) above shall not be applicable, any Board seat that would otherwise have been designated in accordance with the terms thereof shall instead be designated by the holders of a majority of the Preferred Stock (as determined on an as-converted-to-Common Stock basis). To the extent that clause (c) above shall not be applicable, any Board seat that would otherwise have been designated in accordance with the terms thereof shall instead be designated by the holders of a majority of the Common Stock.

1.3. Failure to Designate a Board Member; Vacancies. In the absence of any designation from the Person (as defined below) or groups with the right to designate a director, as specified above, the director previously designated by them and then serving shall be reelected if still eligible to serve as provided herein, or if no director was previously designated, such director position shall remain vacant until designated pursuant to the provisions of this Section 1.

1.4. Removal of Board Members. Each Shareholder also agrees to vote, or cause to be voted, all Shares owned by such Shareholder, or over which such Shareholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that:

(a) no director elected pursuant to Section 1.2 or Section 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) entitled under Section 1.2 to designate that director or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 are no longer so entitled to designate or approve such director; provided, however, that no director elected pursuant to Section 1.2(a) (including if such person originally elected pursuant to Section 1.2(a) is subsequently reelected pursuant to Section 1.3) may be removed from office other than for cause unless such removal is directed or approved by a majority of the other members of the Board;

(b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or Section 1.3 shall be filled pursuant to the provisions of this Section 1; and

(c) upon the request of any Person(s) entitled to designate a director as provided in Section 1.2 to remove such director, such director shall be removed.

All Shareholders agree to promptly execute and deliver any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate a director to call a special meeting of shareholders for the purpose of electing or removing directors.

1.5. Actions of Board. No failure to designate an individual to serve as a director of the Board resulting in one or more vacancies on the Board shall impact, limit or restrict the ability of the Board to act, and no such vacancy shall cause to be invalid any action taken by the Board during the period of such vacancy.

1.6. No Liability for Election of Recommended Directors. No Shareholder, nor any Affiliate of any Shareholder, shall have any liability as a result of designating a person for election as a director for any act or omission by such designated person in his or her capacity as a director of the Company, nor shall any Shareholder have any liability as a result of voting for any such director in accordance with the provisions of this Agreement.

 

-3-


1.7. Board Committees. The Sageview Director and the Warburg Pincus Director shall have the right, but not the obligation, to be appointed to each and every currently existing Board committee, as well as any Board committees the Board may create in the future, subject to applicable law (and, after the Initial Public Offering (as defined below), the requirements of any national securities exchange on which the Company’s capital stock is listed).

1.8. Post-IPO Board Rights. From the date on which the Company completes an Initial Public Offering, and for as long as Warburg Pincus or its Affiliates continue to own beneficially at least 1,500,000 Shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like), the Company will nominate and use all reasonable efforts (including, without limitation, soliciting proxies for the Warburg Pincus designee to the same extent as it does for any of its other nominees to the Board) to have one individual designated by Warburg Pincus elected to the Board; provided that the Board does not conclude in good faith, after consultation with legal counsel, that taking such actions would be in breach of the fiduciary duties of the Company’s directors. Following the Initial Public Offering, for as long as Warburg Pincus is entitled to appoint a person to the Board, the Board, or a committee thereof consisting of non-employee directors (as such term is defined for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), shall, if requested by Warburg Pincus, and to the extent then permitted under applicable law, adopt resolutions and otherwise use reasonable efforts to cause any acquisition from the Company of securities or disposition of securities to the Company (including in connection with any exercise of warrants or other derivative securities held by Warburg Pincus or their Affiliates) to be exempt under Rule 16b-3 under the Exchange Act.

2. Vote to Increase Authorized Common Stock. Each Shareholder agrees to vote or cause to be voted all Shares owned by such Shareholder, or over which such Shareholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to increase the number of authorized shares of Common Stock from time to time to ensure that there will be sufficient shares of Common Stock available for conversion of all of the shares of Preferred Stock outstanding at any given time.

3. No “Bad Actor” Disqualification Events.

(a) Each party to this to this Agreement represents, warrants and agrees that:

(i) it has provided or will, upon reasonable request, provide the Company with any and all information reasonably requested by the Company or otherwise necessary for the Company to determine, in the exercise of reasonable care, whether any person designated or proposed to be designated by such party under Section 1.2 is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through 506(d)(1)(viii) under the Securities Act of 1933 (the “Securities Act”) (“Disqualification Events”), except for Disqualification Events covered by Rule 506(d)(2)(ii) or Rule 506(d)(2)(iii) or 506(d)(3) under the Securities Act and disclosed in writing in reasonable detail to the Company; and

(ii) such party will not knowingly designate any person under Section 1.2 who is subject to a Disqualification Event (except for Disqualification Events covered by Rule 506(d)(2)(ii) or Rule 506(d)(2)(iii) or 506(d)(3) under the Securities Act and disclosed in writing in reasonable detail to the Company at the time of such designation).

(b) Notwithstanding any other provision in this Agreement to the contrary, no party shall be required to vote to elect (or maintain in office) any person who is subject to a Disqualification Event (except for Disqualification Events covered by Rule 506(d)(2)(ii) or 506(d)(2)(iii) or 506(d)(3) under the Securities Act).

 

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(c) From time to time during the term of this Agreement, any party to this Agreement may request the removal of a director who is subject to any Disqualification Event (except for Disqualification Events covered by Rule 506(d)(2)(ii) or 506(d)(2)(iii) or 506(d)(3) under the Securities Act) by written notice to the other parties to this Agreement specifying, in reasonable detail, the Disqualification Event. If that director is subject to a Disqualification Event (except for Disqualification Events covered by Rule 506(d)(2)(ii) or 506(d)(2)(iii) or 506(d)(3) under the Securities Act):

(i) the Company shall promptly notify each other party to this Agreement and take such reasonable actions as are necessary to facilitate such removal, including, without limitation, soliciting the votes of the appropriate shareholders; and

(ii) all Shareholders shall vote their shares of Common Stock and Preferred Stock to cause the removal from the Board of the director.

4. Remedies.

4.1. Covenants of the Company. The Company agrees to use its reasonable best efforts, within the requirements and limitations of applicable law, to ensure that the rights granted under this Agreement are effective and that the parties enjoy the benefits of this Agreement. Such actions include, without limitation, the use of the Company’s reasonable best efforts to cause the nomination and election of the directors as provided in this Agreement.

4.2. Irrevocable Proxy. In order to secure each Shareholder’s obligation to vote such holder’s Shares in accordance with the provisions of this Agreement, each Shareholder hereby appoints the person serving from time to time as the Chief Executive Officer of the Company and the person serving from time to time as the Chairman of the Board (or if the Chairman of the Board is the same person as the Chief Executive Officer, the Secretary of the Company) (each, a “Proxyholder”) as such Shareholder’s true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of such holder’s Shares for the election and/or removal of directors solely as expressly provided for in this Agreement or the increase of authorized shares of Common Stock pursuant to and in accordance with the terms and provisions of Section 2 (collectively, the “Applicable Terms”), and each Shareholder hereby authorizes each of them to represent and vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner which is inconsistent with the Applicable Terms, all of such Shareholder’s Shares in favor of the election of persons as members of the Board as determined pursuant to and in accordance with the terms and provisions of this Agreement or the increase of authorized shares of Common Stock pursuant to and in accordance with the terms and provisions of Section 2 or to take any action necessary to effect Section 2. Each Proxyholder may exercise the irrevocable proxy granted to him or her hereunder at any time such holder fails to comply with the provisions of this Agreement. The proxies and powers granted by each holder pursuant to this Section 4.2 are coupled with an interest and are given to secure the performance of such holder’s obligations under this Agreement. Such proxies and powers will be irrevocable for the term of this Agreement and will survive the death, incompetence or disability of such holder and the respective holders of their Shares. The proxy granted hereunder shall terminate automatically and shall be of no further force and effect upon termination pursuant to Section 5 below. Each party hereto hereby represents that this Agreement has been duly authorized, executed and delivered by such party. Each Shareholder party hereto hereby represents that this Agreement (a) constitutes the valid and binding obligation of such party, enforceable in accordance with its terms and (b) such party is not party to any

 

-5-


voting trust or other agreement which is inconsistent with or conflicts with the provisions of this Agreement. Each Shareholder party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 5, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with respect to any of the matters set forth herein.

4.3. Specific Enforcement. Each party acknowledges and agrees that each party hereto will be irreparably damaged in the event any of the provisions of this Agreement are not performed by the parties in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that each of the Company and the Shareholders shall be entitled to an injunction to prevent breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject matter jurisdiction.

4.4. Remedies Cumulative. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

5. Term. This Agreement shall be effective as of the date hereof and shall continue in effect until, and shall terminate upon the earliest to occur of, (a) the consummation of the Initial Public Offering; provided, however, the following Sections of this Agreement shall survive such termination: Section 1.7, Section 1.8, Section 4.3, Section 4.4, this Section 5, Sections 6.3-6.11, 6.13-6.16, and Section 7; (b) the consummation of a Deemed Liquidation as defined in the Articles of Incorporation (as defined below); and (c) termination of this Agreement in accordance with Section 6.8 below; provided, however, that this Agreement shall terminate with respect to any Person at the point at which such Person no longer holds shares of the Company’s capital stock.

6. Miscellaneous.

6.1. Additional Parties. Notwithstanding anything to the contrary contained herein:

(a) If the Company issues additional shares of Preferred Stock after the date of this Agreement, as a condition to the issuance of such shares, the Company shall require that any purchaser of Preferred Stock become a party to this Agreement by executing and delivering (i) an Adoption Agreement substantially in the form attached to this Agreement as Exhibit A, (ii) a counterpart signature page hereto or (iii) a written instrument satisfactory to the Company (such document in (i), (ii) and/or (iii), a “Joinder”), in each case agreeing to be bound by and subject to the terms of this Agreement as an Investor and Shareholder hereunder. In either event, each such person shall thereafter be deemed an Investor and Shareholder for all purposes under this Agreement.

(b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of the Company’s capital stock (other than issuances of shares of Common Stock in connection with the exercise of stock options or the grant of other equity awards under the terms of any option plan or equity incentive plan of the Company) to such Person (other than to a purchaser of Preferred Stock described in Section 6.1(a) above or to a purchaser who is then a party to this Agreement), following which such Person shall own or have the right to acquire 500,000 shares or more of the Company’s capital stock (as adjusted for any stock dividends, stock splits, combinations, reorganizations, recapitalizations, reclassifications or similar transaction) (other than acquisitions of Common Stock in connection with the exercise of stock options or the grant of other equity awards under

 

-6-


the terms of any option plan or equity incentive plan of the Company), then the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing and delivering a Joinder agreeing to be bound by and subject to the terms of this Agreement as a Transferee Shareholder (as defined below) and Shareholder, and each such Person shall thereafter be deemed a Transferee Shareholder and Shareholder for all purposes under this Agreement.

6.2. Transfers.

(a) Each transferee or assignee of any Shares subject to this Agreement shall continue to be subject to the terms hereof and shall execute and deliver a Joinder pursuant to which such transferee or assignee shall confirm their agreement to be subject to and bound by all of the provisions set forth in this Agreement, and such successor or permitted assignee shall be deemed to be a party hereto in the capacity specified in such Joinder. The Company shall not permit the transfer of the Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Section 6.2. Each certificate representing the Shares subject to this Agreement if issued on or after the date of this Agreement shall be endorsed by the Company with the legend set forth in Section 6.11. Notwithstanding the foregoing or anything to contrary elsewhere in this Agreement, a transferee of Shares shall not be bound by the provisions of this Agreement or required to execute and deliver a Joinder if such transferee is not, at the time, party to this Agreement in any capacity and provided such transferee receives only Common Stock (other than Common Stock issued upon conversion of Preferred Stock) in connection with such transfer from an Investor who is not, at the time, also a Key Holder or a Transferee Shareholder under this Agreement.

(b) With respect to any transfer or assignment of Preferred Stock (or Common Stock issued upon conversion of Preferred Stock) subject to this Agreement made by an Investor prior to the date hereof, the transferee or assignee of such Preferred Stock (or Common Stock issued upon conversion of Preferred Stock) shall be deemed to be a party hereto as an Investor and a Shareholder under this Agreement, notwithstanding any failure to execute and deliver an adoption agreement, counterpart signature page hereto or other written instrument in the form required by the terms of this Agreement in effect as of the date of such transfer or assignment; in addition, any Joinder entered into by such transferee or assignee of such Preferred Stock (or Common Stock issued upon conversion of Preferred Stock), whether or not in the form required by the terms of this Agreement in effect as of the date of such transfer or assignment, shall be deemed to satisfy any requirement of such prior version of this Agreement to enter into an adoption agreement, counterpart signature page hereto or other written instrument of any form.

(c) With respect to any transfer or assignment of Shares subject to this Agreement made by a Key Holder prior to the date hereof, which transfer constitutes an Exempt Transfer (as defined below), the transferee or assignee of such Shares shall be deemed to be a party hereto as a Key Holder and a Shareholder under this Agreement, notwithstanding any failure to execute and deliver an adoption agreement, counterpart signature page hereto or other written instrument in the form required by the terms of this Agreement in effect as of the date of such transfer or assignment; in addition, any Joinder entered into by such transferee or assignee of such Shares, whether or not in the form required by the terms of this Agreement in effect as of the date of such transfer or assignment, shall be deemed to satisfy any requirement of such prior version of this Agreement to enter into an adoption agreement, counterpart signature page hereto or other written instrument of any form.

(d) With respect to any transfer or assignment of Shares subject to this Agreement made by a Key Holder prior to the date hereof, which transfer does not constitute an Exempt Transfer, the transferee or assignee of such Shares shall be deemed to be a party hereto as a Transferee Shareholder and

 

-7-


a Shareholder under this Agreement, notwithstanding any failure to execute and deliver an adoption agreement, counterpart signature page hereto or other written instrument in the form required by the terms of this Agreement in effect as of the date of such transfer or assignment; in addition, any Joinder entered into by such transferee or assignee of such Shares, whether or not in the form required by the terms of this Agreement in effect as of the date of such transfer or assignment, shall be deemed to satisfy any requirement of such prior version of this Agreement to enter into an adoption agreement, counterpart signature page hereto or other written instrument of any form.

(e) For the avoidance of doubt, a Shareholder may constitute a Key Holder, an Investor and/or a Transferee Shareholder under this Agreement, and constituting one type of Shareholder (i.e., as a Key Holder, an Investor or a Transferee Shareholder) under this Agreement shall not be construed to affect such Shareholder’s status as a different type of a Shareholder (i.e., as a Key Holder, an Investor or a Transferee Shareholder), provided that such Shareholder continues to meet the definition of such type of Shareholder under this Agreement.

6.3. Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

6.4. Governing Law. This Agreement and any controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the law of the State of Washington, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Washington.

6.5. Counterparts; Facsimile. This Agreement may be executed and delivered by facsimile or other electronic transmission (including in portable document format (pdf)) and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

6.6. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

6.7. Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given (a) when received, if by personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile, (c) upon the earlier of actual receipt or five (5) days after deposit in the United States mail, first class postage prepaid, or (d) upon the earlier of actual receipt or one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery. All communications shall be sent to the respective parties at their address, email address or facsimile number as set forth on the signature pages hereto or in the Company’s records, or to such address, email address or facsimile number as subsequently modified by written notice given in accordance with this Section 6.7.

6.8. Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by: (a) the Company; (b) the Key Holders holding at least a majority of the Shares then held by the Key Holders (voting as a single class and on an as-converted-to-Common Stock basis); and (c) Investors holding a majority of the Shares then held by the Investors (voting as a single class and on an as-converted-to- Common Stock basis). Notwithstanding the foregoing:

 

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(i) This Agreement may not be amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor, Key Holder or Transferee Shareholder, respectively, without the written consent of such Investor, Key Holder or Transferee Shareholder unless such amendment, termination or waiver applies to all Investors, Key Holders or Transferee Shareholders, as the case may be, in the same fashion.

(ii) The consent of the Key Holders shall not be required for any amendment or waiver if such amendment or waiver either (a) is not directly applicable to the rights of the Key Holders hereunder or (b) does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties hereto.

(iii) Schedule A, Schedule B and Schedule C hereto may be amended by the Company from time to time to add additional Investors, Key Holders or Transferee Shareholders or to remove Investors, Key Holders or Transferee Shareholders who no longer hold any Shares, without the consent of the other parties hereto.

(iv) Any provision hereof may be waived by the waiving party hereto on such party’s own behalf, without the consent of any other party.

(v) Section 1.2(a), Section 1.2(b), Section 1.2(f), Section 1.2(g) and Section 1.2(h) of this Agreement shall not be amended or waived (including, without limitation, in connection with a termination of this Agreement other than as provided by Section 4) without the written consent of The Benaroya Company, L.L.C., Pioneer Venture Partners LLC, Sageview Capital Master, L.P., Battery Ventures IX, L.P., or Warburg Pincus Private Equity XI, L.P., respectively, and Section 1.2(c) of this Agreement shall not be amended or waived (including, without limitation, in connection with a termination of this Agreement other than as provided by Section 4) without the written consent of the Key Holders holding a majority of the Common Stock held by Key Holders who are at such time providing services to the Company as an officer, director, employee or consultant.

(vi) Without the written consent of Warburg Pincus Private Equity XI, L.P., Section 1.8, shall not be amended or waived (including, without limitation, in connection with a termination of this Agreement) and Sections 4.2 and/or 5(a) shall not be amended or waived (including, without limitation, in connection with a termination of this Agreement) in a manner that adversely affects the rights of Warburg Pincus Private Equity XI, L.P. under such Sections 4.2 and/or 5(a) as applicable.

(vii) Without the written consent of Warburg Pincus Private Equity XI, L.P. and/or Sageview Capital Master, L.P., Section 1.7 shall not be amended or waived (including, without limitation, in connection with a termination of this Agreement) in a manner that adversely affects the rights of Warburg Pincus Private Equity XI, L.P. and/or Sageview Capital Master, L.P., as applicable, under such Section 1.7.

The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto; provided that in no event shall failure to provide notice as required by this Section 6.8 affect the validity or effectiveness of such amendment, termination or waiver. For the avoidance of doubt, any failure to provide notice as required by any prior version of this Agreement (as in effect at the time such notice was required) prior to the date hereof shall not affect the validity or effectiveness of any amendment, modification, termination or waiver prior to the date hereof.

 

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Any amendment, termination or waiver effected in accordance with this Section 6.8 shall be binding on each party and all of such party’s successors and permitted assigns, whether or not any such party, successor or assignee entered into or approved such amendment, termination or waiver, and in no event shall failure to provide notice as required by this Section 6.8 affect the validity or effectiveness of such amendment, termination or waiver. For purposes of this Section 6.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Shareholders circulated by the Company and executed by the Shareholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

6.9. Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default previously or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

6.10. Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

6.11. Legend on Share Certificates. Prior to an Initial Public Offering, each certificate representing any Shares held by, or issued to, the Shareholders, or issued to any permitted transferee in connection with the transfer of any Shares subject to this Agreement shall be endorsed by the Company with a legend reading substantially as follows:

“THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT VOTING AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP SET FORTH THEREIN.”

The Company, by its execution of this Agreement, agrees that it will cause the certificates evidencing the Shares issued after the date hereof to bear the legend required by this Section 6.11, and it shall supply, free of charge, a copy of this Agreement to any holder of a certificate evidencing Shares upon written request from such holder to the Company at its principal office. The parties to this Agreement do hereby agree that the failure to cause the certificates evidencing the Shares to bear the legend required by this Section 6.11 and/or the failure of the Company to supply, free of charge, a copy of this Agreement as provided hereunder shall not affect the validity or enforcement of this Agreement. Following the Initial Public Offering, upon request of a Shareholder, the Company shall provide such Shareholder or its successors or transferee(s) with new certificates for Shares not bearing the legend set forth above.

6.12. Stock Splits, Stock Dividends, etc. In the event of any issuance of Shares of the Company’s voting securities hereafter to any of the Shareholders (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), such Shares shall become subject to this Agreement and shall be endorsed with the legend set forth in Section 6.11.

 

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6.13. Manner of Voting. The voting of Shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law.

6.14. Further Assurances. At any time or from time to time after the date hereof, the parties agree to cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise carry out the intent of the parties hereunder.

6.15. Aggregation of Stock. All Shares held or acquired by a Shareholder and/or its Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement, and such affiliated persons may apportion such rights as among themselves in any manner they deem appropriate.

6.16. Prior Agreement; Entire Agreement. Upon the effectiveness of this Agreement, the Prior Agreement shall be deemed amended and restated to read in its entirety as set forth in this Agreement. This Agreement (including the Schedules and Exhibit hereto), the Articles of Incorporation, and the Transaction Agreements (as defined below) constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly cancelled.

7. Definitions. For purposes of this Agreement:

(a) “Affiliate” means, with respect to any Person, any other Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

(b) “Articles of Incorporation” means the Fifteenth Amended and Restated Articles of Incorporation of the Company, as may be amended or restated from time to time.

(c) “Board” means the Board of Directors of the Company.

(d) “Common Stock” means shares of common stock of the Company, par value $0.0001 per share.

(e) “Initial Public Offering” means the Company’s (or a successor entity’s) initial registered offering of Common Stock of the Company or its successor to the public (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or an SEC Rule 145 transaction).

(f) “Investors” means the Persons named on Schedule A hereto and each Person who hereafter becomes a party to this Agreement as an “Investor” pursuant to Section 6.1(a) or Section 6.2 of this Agreement, so long as such Person owns Preferred Stock or Common Stock issued upon conversion of Preferred Stock, or any one of the Investors individually, an “Investor.”

 

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(g) “Key Holders” means the Persons named on Schedule B hereto and each Person who receives shares of a Key Holder in a transfer pursuant to and in accordance with Section 3.1(a) of the ROFR/Co-Sale Agreement (such transfer, an “Exempt Transfer”), or any one of the Key Holders individually, a “Key Holder.”

(h) “Person” means an individual, firm, corporation, partnership, association, limited liability company, limited liability partnership, trust or any other entity.

(i) “Preferred Stock” means collectively, all shares of Series A Preferred, Series A-1 Preferred, Series A-2 Preferred, Series B Preferred, Series B-1 Preferred, Series C Preferred, Series C-1 Preferred, Series D Preferred, Series D-1 Preferred, Series D-2 Preferred and any other class or series of preferred stock authorized by the Company, from time to time, pursuant to the Articles of Incorporation.

(j) “ROFR/Co-Sale Agreement” means that certain Ninth Amended and Restated Right of First Refusal and Co-Sale Agreement dated as of September     , 2016, as amended from time to time.

(k) “Shareholders” means the Investors, the Key Holders and the Transferee Shareholders, collectively, or any one of the Shareholders individually, a “Shareholder.”

(l) “Transaction Agreements” means (i) the Ninth Amended and Restated Investors’ Rights Agreement dated as September     , 2016, among the Company, the Investors and certain other shareholders of the Company, as may be amended or restated from time to time, (ii) the ROFR/Co-Sale Agreement, and (iii) the Series D-2 Purchase Agreement.

(m) “Transferee Shareholders” means the Persons named on Schedule C hereto and each Person who hereafter (i) receives Shares from a Key Holder in connection with a transfer or assignment pursuant to Section 6.2 that does not constitute an Exempt Transfer and who is not, prior to such transfer, a Key Holder under this Agreement, (ii) receives Shares from a Transferee Shareholder pursuant to Section 6.2 and who is not, prior to such transfer, a Key Holder under this Agreement, or (iii) becomes a party to this Agreement pursuant to Section 6.1(b), in each case, so long as such Person owns Preferred Stock or Common Stock, or any one of the Transferee Shareholders individually, a “Transferee Shareholder.”

*         *         *         *         *

 

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IN WITNESS WHEREOF, the parties have executed this Tenth Amended and Restated Voting Agreement as of the date first written above.

 

COMPANY:
AVALARA, INC.
By:  

/s/ Alesia L. Pinney

 

Alesia L. Pinney

Executive Vice President, General Counsel and Secretary

 

Address:  

1100 2nd Avenue, Suite 300

Seattle, WA 98101

Tel:   (206) 826-4900
Fax:   (206) 641-2455


IN WITNESS WHEREOF, the parties have executed this Tenth Amended and Restated Voting Agreement as of the date first written above.

 

SHAREHOLDER*:
*     The undersigned hereby signs in the capacity or capacities specified on Schedules A, B, and C hereto.

 

ALTAIR US, LLC
By:  

/s/ Richard Bailey

Name:   Richard Bailey
Title:   Manager


IN WITNESS WHEREOF, the parties have executed this Tenth Amended and Restated Voting Agreement as of the date first written above.

 

SHAREHOLDER*:
*     The undersigned hereby signs in the capacity or capacities specified on Schedules A, B, and C hereto.

 

ARTHUR VENTURES GROWTH FUND II, L.P.
By:   /s/ James B. Burgum
Name:   James B. Burgum
Title:   Managing Partner


IN WITNESS WHEREOF, the parties have executed this Tenth Amended and Restated Voting Agreement as of the date first written above.

 

SHAREHOLDERS*:

 

*     The undersigned hereby signs in the capacity or capacities specified on Schedules A, B, and C hereto.

 

BATTERY VENTURES IX, L.P.
By:  

Battery Partners IX, LLC

its General Partner

By:  

/s/ Michael M. Brown

Name:   Michael M. Brown
Title:   Member Manager
BATTERY INVESTMENT PARTNERS IX, LLC
By:  

Battery Partners IX, LLC

its Managing Member

By:  

/s/ Michael M. Brown

Name:   Michael M. Brown
Title:   Member Manager


IN WITNESS WHEREOF, the parties have executed this Tenth Amended and Restated Voting Agreement as of the date first written above.

 

SHAREHOLDER*:
*     The undersigned hereby signs in the capacity or capacities specified on Schedules A, B, and C hereto.
  /s/ Ethan A. Bell
  Ethan A. Bell


IN WITNESS WHEREOF, the parties have executed this Tenth Amended and Restated Voting Agreement as of the date first written above.

 

SHAREHOLDERS*:

 

*     The undersigned hereby signs in the capacity or capacities specified on Schedules A, B, and C hereto.

 

THE BENAROYA COMPANY, L.L.C.
By:   /s/ Larry R. Benaroya
Name:   Larry R. Benaroya
Title:   Managing Member
BENAROYA CAPITAL COMPANY, L.L.C.
By:  

/s/ Larry R. Benaroya

Name:   Larry R. Benaroya
Title:   Managing Member


IN WITNESS WHEREOF, the parties have executed this Tenth Amended and Restated Voting Agreement as of the date first written above.

 

SHAREHOLDER*:
*     The undersigned hereby signs in the capacity or capacities specified on Schedules A, B, and C hereto.

/s/ Larry R. Benaroya

Rebecca B. Benaroya
Attorney-in-fact for Rebecca B. Benaroya


IN WITNESS WHEREOF, the parties have executed this Tenth Amended and Restated Voting Agreement as of the date first written above.

 

SHAREHOLDER*:

*  The undersigned hereby signs in the capacity or capacities specified on Schedules A, B, and C hereto.

/s/ Frank Everett, III
Frank Everett, III


IN WITNESS WHEREOF, the parties have executed this Tenth Amended and Restated Voting Agreement as of the date first written above.

 

SHAREHOLDER*:

*  The undersigned hereby signs in the capacity or capacities specified on Schedules A, B, and C hereto.

/s/ Marion R. Foote
Marion R. Foote


IN WITNESS WHEREOF, the parties have executed this Tenth Amended and Restated Voting Agreement as of the date first written above.

 

SHAREHOLDER*:

*  The undersigned hereby signs in the capacity or capacities specified on Schedules A, B, and C hereto.

/s/ Stanley G. Freimuth
Stanley G. Freimuth


IN WITNESS WHEREOF, the parties have executed this Tenth Amended and Restated Voting Agreement as of the date first written above.

 

SHAREHOLDER*:

*  The undersigned hereby signs in the capacity or capacities specified on Schedules A, B, and C hereto.

/s/ Scott McFarlane
Scott McFarlane


IN WITNESS WHEREOF, the parties have executed this Tenth Amended and Restated Voting Agreement as of the date first written above.

 

SHAREHOLDER*:

*  The undersigned hereby signs in the capacity or capacities specified on Schedules A, B, and C hereto.

/s/ Susan McFarlane
Susan McFarlane


IN WITNESS WHEREOF, the parties have executed this Tenth Amended and Restated Voting Agreement as of the date first written above.

 

SHAREHOLDER*:

*  The undersigned hereby signs in the capacity or capacities specified on Schedules A, B, and C hereto.

/s/ Thomas E. Morgan, III
Thomas E. Morgan, III


IN WITNESS WHEREOF, the parties have executed this Tenth Amended and Restated Voting Agreement as of the date first written above.

 

SHAREHOLDER*:

*  The undersigned hereby signs in the capacity or capacities specified on Schedules A, B, and C hereto.

THE MORGAN FAMILY FOUNDATION

By:   /s/ Thomas E Morgan III
Name:   Thomas E Morgan III
Title:   Director and Chair


IN WITNESS WHEREOF, the parties have executed this Tenth Amended and Restated Voting Agreement as of the date first written above.

 

SHAREHOLDER*:

*  The undersigned hereby signs in the capacity or capacities specified on Schedules A, B, and C hereto.

PIONEER VENTURE  PARTNERS  LLC

 

By:   /s/ Ben Goux
Name:   Ben Goux
Title:   CFO


IN WITNESS WHEREOF, the parties have executed this Tenth Amended and Restated Voting Agreement as of the date first written above.

 

SHAREHOLDER*:

*  The undersigned hereby signs in the capacity or capacities specified on Schedules A, B, and C hereto.

RIVERCROFT HOLDINGS,  LP

By:   /s/ Thomas E Morgan III
Name:   Thomas E Morgan III, President
Title:   Morgan Partners Inc - General Partner


IN WITNESS WHEREOF, the undersigned has executed this Tenth Amended and Restated Voting Agreement as of September 26, 2016.

 

SHAREHOLDER*:

*  The undersigned hereby signs in the capacity or capacities specified on Schedules A, B, and C hereto.

/s/ Michael L. Rosen
Michael L. Rosen


IN WITNESS WHEREOF, the parties have executed this Tenth Amended and Restated Voting Agreement as of the date first written above.

 

SHAREHOLDER*:

*  The undersigned hereby signs in the capacity or capacities specified on Schedules A, B, and C hereto.

SAGEVIEW CAPITAL  MASTER,  L.P.

By:  

Sageview Capital GenPar, Ltd.

its General Partner

By:   /s/ Dino Verardo
Name:   Dino Verardo
Title:   Vice President


IN WITNESS WHEREOF, the parties have executed this Tenth Amended and Restated Voting Agreement as of the date first written above.

 

SHAREHOLDER*:

*  The undersigned hereby signs in the capacity or capacities specified on Schedules A, B, and C hereto.

SAGEVIEW AVALARA  PARTNERS,  L.P.

By:   

 

Sageview Capital GenPar, Ltd. 

its General Partner

By:   /s/ Dino Verardo
Name:   Dino Verardo
Title:   Vice President


IN WITNESS WHEREOF, the parties have executed this Tenth Amended and Restated Voting Agreement as of the date first written above.

 

SHAREHOLDER*:

*  The undersigned hereby signs in the capacity or capacities specified on Schedules A, B, and C hereto.

SAGEVIEW AVALARA  PARTNERS  I, L.P.

By:   

 

Sageview Capital GenPar, Ltd. 

its General Partner

By:   /s/ Dino Verardo
Name:   Dino Verardo
Title:   Vice President


IN WITNESS WHEREOF, the parties have executed this Tenth Amended and Restated Voting Agreement as of the date first written above.

 

SHAREHOLDER*:

*  The undersigned hereby signs in the capacity or capacities specified on Schedules A, B, and C hereto.

SARKOWSKY FAMILY  L.P.

By:   /s/ STEVEN W. SARKOWSKY
Name:   STEVEN W. SARKOWSKY
Title:   President of SPF Holding, General Partner


IN WITNESS WHEREOF, the parties have executed this Tenth Amended and Restated Voting Agreement as of the date first written above.

 

SHAREHOLDER*:

 

*     The undersigned hereby signs in the capacity or capacities specified on Schedules A, B, and C hereto.

 

 

TCV VIII, L.P.

a Cayman Islands exempted limited partnership, acting by its general partner

  

TCV VIII (A), L.P.

a Cayman Islands exempted limited partnership, acting by its general partner

Technology Crossover Management VIII, L.P. a Cayman Islands exempted limited partnership, acting by its general partner    Technology Crossover Management VIII, L.P. a Cayman Islands exempted limited partnership, acting by its general partner
Technology Crossover Management VIII, Ltd. a Cayman Islands exempted company   

Technology Crossover Management VIII, Ltd.

a Cayman Islands exempted company

By:      /s/ Frederic D. Fenton                                    By:      /s/ Frederic D. Fenton                                
Name: Frederic D. Fenton    Name: Frederic D. Fenton
Title:   Attorney in Fact    Title:   Attorney in Fact

TCV VIII (B), L.P.

a Cayman Islands exempted limited partnership, acting by its general partner

  

TCV MEMBER FUND, L.P.

a Cayman Islands exempted limited partnership

Technology Crossover Management VIII, L.P, a Cayman Islands exempted limited partnership, acting by its general partner   

Technology Crossover Management VIII, Ltd.

a Cayman Islands exempted company

 

Technology Crossover Management VIII, Ltd. a Cayman Islands exempted company   

By: /s/ Frederic D. Fenton                                

Name: Frederic D. Fenton

Title: Authorized Signatory

By: /s/ Frederic D. Fenton                                

Name: Frederic D. Fenton

Title: Attorney in Fact

  


IN WITNESS WHEREOF, the parties have executed this Tenth Amended and Restated Voting Agreement as of the date first written above.

 

SHAREHOLDER*:
*     The undersigned hereby signs in the capacity or capacities specified on Schedules A, B, and C hereto.
/s/ Jared Vogt
Jared Vogt


IN WITNESS WHEREOF, the parties have executed this Tenth Amended and Restated Voting Agreement as of the date first written above.

 

SHAREHOLDER*:

*  The undersigned hereby signs in the capacity or capacities specified on Schedules A, B, and C hereto.

WPXI FINANCE, LP

 

By:   WPXI GP, L.P.
  its managing general partner
By:   Warburg Pincus Private Equity XI, L.P.
  its general partner
By:   Warburg Pincus XI, L.P.
  its general partner
By:   WP Global LLC
  its general partner
By:   Warburg Pincus Partners II, L.P.
  its managing member
By:   Warburg Pincus Partners GP LLC
  its general partner
By:   Warburg Pincus & Co.
  its managing member

 

By:  

/s/ Justin Sadrian

Name:   Justin Sadrian
Title:   Partner


IN WITNESS WHEREOF, the parties have executed this Tenth Amended and Restated Voting Agreement as of the date first written above.

 

SHAREHOLDER*:

*  The undersigned hereby signs in the capacity or  capacities specified on Schedules A, B, and C  hereto.

WARBURG PINCUS XI PARTNERS, L.P.
By:  

Warburg Pincus XI, L.P.

its general partner

By:  

WP Global LLC

its general partner

By:  

Warburg Pincus Partners II, L.P.

its managing member

By:  

Warburg Pincus Partners GP LLC

its general partner

By:  

Warburg Pincus & Co.

its managing member

By:  

/s/ Justin Sadrian

Name:   Justin Sadrian
Title:   Partner


IN WITNESS WHEREOF, the parties have executed this Tenth Amended and Restated Voting Agreement as of the date first written above.

 

SHAREHOLDER*:
*   The undersigned hereby signs in the capacity or capacities specified on Schedules A, B, and C hereto.

/s/ Gary L. Waterman

Gary L. Waterman


IN WITNESS WHEREOF, the undersigned has executed this Tenth Amended and Restated Voting Agreement as of September 26, 2016

 

SHAREHOLDER*:
*   The undersigned hereby signs in the capacity or capacities specified on Schedules A, B, and C hereto.

/s/ James Waterman

James Waterman


IN WITNESS WHEREOF, the parties have executed this Tenth Amended and Restated Voting Agreement as of the date first written above.

 

SHAREHOLDER*:
*   The undersigned hereby signs in the capacity or capacities specified on Schedules A, B, and C hereto.

/s/ Larry Wolfe

Larry Wolfe


SCHEDULE A

INVESTORS

Investor Names

Alco Investment Company

Alexander Rosen Children’s Trust

Altair US, LLC

Anthony W. Esernia Investments, LLC

Arnold, Steve

Arthur Ventures Growth Fund II, L.P.

Avalera Holdings, LLC

Bailey, Frank R., III

Bailey, Timothy

Battery Investment Partners IX, LLC

Battery Ventures IX, L.P.

Bell, Ethan A.

Benaroya Capital Company, L.L.C.

Benaroya Company, L.L.C., The

Benaroya, Rebecca B.

Bergholm, Paul

Biggar, James M., Jr.

Biggar, William V. and Jane C.

Cartwright, Kathryn and Robert

Casey, Kenneth

Casey, Paula

Cristal Family LLC

David & Marilyn Britz 2004 Living Trust

Dir, Dale & Billie

DLA Piper Venture Fund 2011, LLC

Douglas, Sally G.

Edward Bell Revocable Trust dtd January 7, 1999

Esernia Investments, LLC

Esernia, Anthony W.

Everett, III, Frank

Everett, Taylor F.

Files Family LP

Files, Joy

Foote, Marion R.

Freimuth, Stanley G.


Investor Names

GFR, L.L.C.

Hannah, Benjamin L.

Hucul, Daniel

Hutchinson, John L.

Hutchinson, Scott J.

Hutchinson, Stuart R. and Elisabeth

Inez Corrado Trustee, Inez Corrado Revocable Trust U/A DTD 03-05-96 amended 08-11-04

IRA Resources Trust FBO Timothy Hunter Bailey IRA#35-21510

Jill K. Rosen, as Custodian for Sadie Louise Rosen under the Washington Uniform Transfers to Minors Act

Jill K. Rosen, as Custodian for Tula Sophia Rosen under the Washington Uniform Transfers to Minors Act

John D. Garson Trustee Under Trust Agreement of John D. Garson Dated February 23, 1961 as Amended Under Agreement Dated December 30, 2004

John P. Morbeck Cust Hailey Jane Morbeck UTMA WA

John P. Morbeck Custodian FBO Catherine Morbeck Lewison UTMA WA Until Age 21

John P. Morbeck Custodian FBO Jack Pickard Lewison UTMA WA Until Age 21

John P. Morbeck Custodian Reese Elizabeth Morbeck UTMA WA

John T. Carleton and Christine G. Carleton as Trustees of the John T. Carleton and Christine G. Carleton Revocable Living Trust dated March 31, 2016

Joshua 24:15 Partnership, Ltd.

Karimi, Nikki

Lloyd J. Geggatt and Christine C. Geggatt Co-Trustees, Lloyd and Christine Geggatt Family Revocable Living Trust U/A DTD 08-17-2015

Lonseth, Andrew

LPEFWS, LLC

Margaret Y. Garson Trustee, John D. Garson Irrevocable Trust U/A DTD 07-23-2015

Mary K. Simpson, as Custodian for Jacob P. Simpson, under the Washington Uniform Transfers to Minors Act

McDonald Family Trust

McFarlane, Courtney

McFarlane, Kyle

McFarlane, Scott

McFarlane, Susan

Miller, Lisa

Morgan Family Foundation, The

Morgan, III, Thomas E.

Mounger, Glenn

 

A-2


Investor Names

Mounger, Mary Lynn

Myhren Ventures LP

National Financial Services, LLC CUST FBO John P. Morbeck ROTH IRA

Nitz, Daren & Elizabeth

Osman, John Patrick

Patrick M. Falle Living Trust

Pazirandeh, Vahid

Pioneer Venture Partners LLC

Raymond James & Associates, Inc. CSDN FBO Dr. Ronald R. Shoha IRA #3 A/C #33652850

Rivercroft Holdings, LP

Robert W. Baird & Co. FBO Andrew Lonseth

Robert W. Baird & Co. FBO Kelly Allen Samson

Rosen, Douglas C.

Rosen, Michael L.

Sageview Avalara Partners, L.P.

Sageview Avalara Partners I, L.P.

Sageview Capital Master, L.P.

Samson, Kelly

Samson, Sally

Saracen Domestic, LLC (formerly Zy Tax, LLC)

Sarah L. Gries, Trustee u/a/d 2/1/84

Sarkowsky Family L.P.

Schulte, Robert

Shaffer, Eugene

Shoha, Michael L.

Shoha, Ronald R.

Smith, Betsy

Smith, Terri L.

Sound Leasing Corporation

Staheli, Marc

Steel, John M.

Steigerwald, Scott

Stephens, Kimberly A.

Stephens, Robert J.

Strauss Family Trust

Stuit, LLC

Susan W. Devening 2012 Children’s Trust

 

A-3


Investor Names

Tadjibaev, Dilshod

TCV Member Fund, L.P.

TCV VIII (A), L.P.

TCV VIII (B), L.P.

TCV VIII, L.P.

Terrell, Steven J. TTEE FBO Steven J. Terrell Living Trust U/A/D 12/10/96

The Jon Staenberg Trust

The Peggy and John Garson Family Foundation

Victor, David & Laura

Vogt, Jared

Warburg Pincus XI Partners, L.P.

Waterman, Andrew G.

Waterman, Charles R.

Waterman, Gary L.

Waterman, James B.

Wei, Eric

Weinstein Family LLC

West Mercer LLC

White, Neal and Holly

Wiggins, Bryan and Audrey

Wolfe, Larry

WPXI Finance, LP

A-4


SCHEDULE B

KEY HOLDERS

Key Holder Names

Aguirre, Silvia

Christina Rawlings Exempt Trust dated 4/7/2014

MacNeil, Mathew

Matthew Rawlings Exempt Trust dated 4/7/2014

McFarlane, Scott

Rawlings, Patricia Marie

Vogt, Jared


SCHEDULE C

TRANSFEREE SHAREHOLDERS

Transferee Shareholder Names

Bell, Ethan A.

Esernia, Anthony W.

Everett, III, Frank E.

Miller, Lisa

Morgan, III, Thomas E.

Sageview Capital Master, L.P.

The Morgan Family Foundation

Warburg Pincus XI Partners, L.P.

WPXI Finance, LP


EXHIBIT A

ADOPTION AGREEMENT

This Adoption Agreement (“Adoption Agreement”) is effective as of the last date set forth below and is executed by the undersigned (the “Holder”) and Avalara, Inc. (the “Company”) pursuant to the terms of that certain Tenth Amended and Restated Voting Agreement dated as of September     , 2016, by and among the Company and certain of its shareholders (the “Agreement”), as such Agreement may be amended or amended and restated hereafter. Capitalized terms used but not defined in this Adoption Agreement shall have the respective meanings ascribed to such terms in the Agreement. By the execution of this Adoption Agreement, the Holder agrees as follows.

1.1 Acknowledgement. Holder acknowledges that Holder is acquiring certain shares of the capital stock of the Company (the “Shares”) for the following reason(s) (check the correct box or boxes):

 

  As a transferee of Shares from a party in such party’s capacity as an “Investor” bound by the Agreement, and after such transfer, Holder shall be considered an “Investor” and a “Shareholder” for all purposes of the Agreement.

 

  As a transferee of Shares from a party in such party’s capacity as a “Key Holder” bound by the Agreement, and after such transfer, Holder shall be considered a “Key Holder” and a “Shareholder” for all purposes of the Agreement.

 

  As a transferee of Shares from a party in such party’s capacity as a “Key Holder” bound by the Agreement, and after such transfer, Holder shall be considered a “Transferee Shareholder” and a “Shareholder” for all purposes of the Agreement.

 

  As a transferee of Shares from a party in such party’s capacity as a “Transferee Shareholder” bound by the Agreement, and after such transfer, Holder shall be considered a “Transferee Shareholder” and a “Shareholder” for all purposes of the Agreement.

 

  As a new Investor in accordance with Section 6.1(a) of the Agreement, in which case Holder will be an “Investor” and a “Shareholder” for all purposes of the Agreement.

 

  As a new Transferee Shareholder in accordance with Section 6.1(b) of the Agreement, in which case Holder will be a “Transferee Shareholder” and a “Shareholder” for all purposes of the Agreement.

1.2 Agreement. Holder hereby (a) agrees that the Shares, and any other shares of capital stock or securities required by the Agreement to be bound thereby, shall be bound by and subject to the terms of the Agreement and (b) adopts the Agreement with the same force and effect as if Holder were originally a party thereto.

1.3 Notice. Any notice required or permitted by the Agreement shall be given to Holder at the address, email address, or facsimile number listed below Holder’s signature hereto.

[Signature Page Follows.]


ACCEPTED AND AGREED:
HOLDER:

 

[Print Holder Name]

 

[Signature of Holder]
If signing on behalf of entity Holder, name and title of authorized signer:
Name:                                                                             
Title:                                                                                
Address:

 

 

 

Email Address:                                                               
Facsimile Number:                                                        
Phone Number:                                                              
Dated:                                                                             
COMPANY:
AVALARA, INC.
By:                                                                                   
Name:                                                                             
Title:                                                                                
Dated:                                                                             

(Signature Page to Adoption Agreement to the Tenth Amended and Restated Voting Agreement)

EX-21.1 29 d317509dex211.htm SUBSIDIARIES OF AVALARA INC. SUBSIDIARIES OF AVALARA INC.

Exhibit 21.1

Subsidiaries of Avalara, Inc.

 

Name of Subsidiary

  

Jurisdiction of Organization

Avalara Technologies Private Limited    India
Avalara EU Holdings UK Limited    UK
Avalara Europe Ltd.    UK
VAT Applications NV    Belgium
VAT House Services NV    Belgium
AvaFuel, LLC    Delaware
Avalara Brasil – Assessoria e Consultoria Tributária e Tecnológica Ltda.    Brazil
AFTC, Inc.    Washington State
AFTC Fiscal Services UK Ltd.    UK
AFT France SAS    France
AFT Italy S.r.l.    Italy
Avalara FT Poland Sp. z o.o    Poland
AFT Niaps SL    Spain
EX-23.2 30 d317509dex232.htm CONSENT OF DELOITTE & TOUCHE LLP CONSENT OF DELOITTE & TOUCHE LLP

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form S-1 of our report dated March 16, 2018 (May 10, 2018 as to the effect of the reverse stock split described in Notes 2 and 13), relating to the consolidated financial statements of Avalara, Inc. and subsidiaries appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the heading “Experts” in such Prospectus.

/s/ Deloitte & Touche LLP

Seattle, Washington

May 10, 2018

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