Avalara, Inc. Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • August 7th, 2020 • Avalara, Inc. • Services-prepackaged software • New York
Avalara, Inc., a Washington corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as the representative (the “Representative”) an aggregate of 3,937,007 shares and, at the election of the Underwriters, up to 590,551 additional shares of common stock, par value $0.0001 (“Stock”) of the Company. The aggregate of 3,937,007 shares to be sold by the Company is herein called the “Firm Shares” and the aggregate of 590,551 additional shares to be sold by the Company is herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
AVALARA, INC. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of August 13, 2021 0.25% Convertible Senior Notes due 2026Avalara, Inc. • August 13th, 2021 • Services-prepackaged software • New York
INDENTURE dated as of August 13, 2021 between Avalara, Inc., a Washington corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 11th, 2018 • Avalara Inc • Services-prepackaged software • Utah
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:
AVALARA, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 11th, 2018 • Avalara Inc • Services-prepackaged software • Washington
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.
AVALARA, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 11th, 2018 • Avalara Inc • Services-prepackaged software
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.
AVALARA, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 28th, 2020 • Avalara, Inc. • Services-prepackaged software
This Executive Employment Agreement (this “Agreement”) is entered into as of January 6, 2019, by and between Amit Mathradas (“Executive”) and Avalara, Inc., a Washington corporation (the “Company”).
AVALARA, INC. TENTH AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • May 11th, 2018 • Avalara Inc • Services-prepackaged software • Washington
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.
AVALARA, INC. NINTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 11th, 2018 • Avalara Inc • Services-prepackaged software • Washington
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.
SECOND AMENDMENT OF OFFICE BUILDING LEASEOffice Building Lease • May 11th, 2018 • Avalara Inc • Services-prepackaged software
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”).
FIFTH AMENDMENT OF OFFICE BUILDING LEASEOffice Building Lease • November 8th, 2018 • Avalara, Inc. • Services-prepackaged software
THIS FIFTH AMENDMENT OF OFFICE BUILDING LEASE (“Amendment”) is made this 26th day of September 2018 (“Effective Date”), by and between 255 South King Street Limited Partnership, a Washington limited partnership (“Landlord”) and Avalara, Inc., a Washington corporation (“Tenant”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • October 19th, 2022 • Avalara, Inc. • Services-prepackaged software • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) dated as of October 19, 2022 between Avalara, Inc., a Washington corporation, as issuer (the “Company”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 11th, 2018 • Avalara Inc • Services-prepackaged software
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 Wiza
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, 2014Lease Agreement • May 11th, 2018 • Avalara Inc • Services-prepackaged software • Washington
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
FIRST AMENDMENT OF OFFICE BUILDING LEASEOffice Building Lease • May 11th, 2018 • Avalara Inc • Services-prepackaged software
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”).
FOURTH AMENDMENT OF OFFICE BUILDING LEASEOffice Building Lease • May 11th, 2018 • Avalara Inc • Services-prepackaged software
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”).
THIRD AMENDMENT OF OFFICE BUILDING LEASEOffice Building Lease • May 11th, 2018 • Avalara Inc • Services-prepackaged software
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”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 11th, 2018 • Avalara Inc • Services-prepackaged software
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”).
AGREEMENT AND PLAN OF MERGER by and among AVALARA, INC. TANNIN MERGER SUB, INC., TRANSACTION TAX RESOURCES, INC., and NORTHWEST CLOUD CO. LLC as the STOCKHOLDER REPRESENTATIVE Dated as of October 5, 2020Agreement and Plan of Merger • October 6th, 2020 • Avalara, Inc. • Services-prepackaged software • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of October 5, 2020, by and among Avalara, Inc., a Washington corporation (“Parent”), Tannin Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Transaction Tax Resources, Inc., a Delaware corporation (the “Company”); and Northwest Cloud Co. LLC, solely in its capacity as the Stockholder Representative. Capitalized terms used in this Agreement but not otherwise defined shall have the meanings set forth in Annex A to this Agreement.
ContractAvalara Inc • May 11th, 2018 • Services-prepackaged software • Washington
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.
AVALARA, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 8th, 2019 • Avalara, Inc. • Services-prepackaged software • Washington
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.
Avalara, Inc. Executive Employment AgreementEmployment Agreement • April 2nd, 2020 • Avalara, Inc. • Services-prepackaged software
This Executive Employment Agreement (this “Agreement”) is entered into as of April 1, 2020, by and between Ross Tennenbaum (“Executive”) and Avalara, Inc., a Washington corporation (the “Company). As of the Effective Date (as defined below), this Agreement shall supersede and replace in its entirety the Executive Employment Agreement dated March 4, 2019 previously entered into by the parties.
ASSET PURCHASE AGREEMENT among AVALARA, INC. as Buyer, BUSINESS LICENSES, LLC as Seller and the undersigned majority members of Seller dated as of November 5, 2020Asset Purchase Agreement • November 5th, 2020 • Avalara, Inc. • Services-prepackaged software • Washington
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of November 5, 2020, is made and entered into by and among Avalara, Inc., a Washington corporation (“Buyer”), Business Licenses, LLC, a New York limited liability company (“Seller”), and the undersigned majority members of Seller (each, an “Owner” and collectively, “Owners”). Seller and the Owners are sometimes referred to in this Agreement collectively as the “Seller Parties” or individually as a “Seller Party”.
OFFICE BUILDING LEASE AVALARA, INC.Lease • May 11th, 2018 • Avalara Inc • Services-prepackaged software • Washington
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”).
