APPTIO, INC. and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 23, 2018 0.875% Convertible Senior Notes due 2023Indenture • March 23rd, 2018 • Apptio Inc • Services-prepackaged software • New York
INDENTURE, dated as of March 23, 2018, between APPTIO, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
APPTIO, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 26th, 2016 • Apptio Inc • Services-prepackaged software • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Apptio, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
Apptio, Inc. Class A Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • August 26th, 2016 • Apptio Inc • Services-prepackaged software • New York
Apptio, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of [●] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional shares (the “Optional Shares”) of Class A common stock, par value $0.0001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
ContractWarrant Agreement • August 26th, 2016 • Apptio Inc • Services-prepackaged software • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
APPTIO, INC.Stock Option Agreement • August 26th, 2016 • Apptio Inc • Services-prepackaged software • Washington
Unless otherwise defined herein, the terms defined in the 2011 Executive Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
AGREEMENT AND PLAN OF MERGER by and among BELLEVUE PARENT, LLC BELLEVUE MERGER SUB, INC. and APPTIO, INC. Dated as of November 9, 2018Merger Agreement • November 13th, 2018 • Apptio Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 9, 2018, by and among Bellevue Parent, LLC, a Delaware limited liability company (“Parent”), Bellevue Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Apptio, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I.
APPTIO, INC.Stock Option Agreement • August 26th, 2016 • Apptio Inc • Services-prepackaged software • Washington
Unless otherwise defined herein, the terms defined in the 2007 Stock Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement – Early Exercise (the “Option Agreement”).
APPTIO, INC.Restricted Stock Purchase Agreement • August 26th, 2016 • Apptio Inc • Services-prepackaged software • Washington
Unless otherwise defined herein, the terms defined in the 2007 Stock Plan (the “Plan”) shall have the same defined meanings in this Restricted Stock Purchase Agreement (the “Agreement”).
ContractWarrant Agreement • August 26th, 2016 • Apptio Inc • Services-prepackaged software • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ContractWarrant Agreement • August 26th, 2016 • Apptio Inc • Services-prepackaged software • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 26th, 2016 • Apptio Inc • Services-prepackaged software
THIS FIRST AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 20th day of April, 2016, by and between SILICON VALLEY BANK, a California corporation (“Bank”), and APPTIO, INC., a Delaware corporation (“Borrower”), whose address is 11100 NE 8th Street, Suite 600, Bellevue, WA 98004.
FIRST AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • August 26th, 2016 • Apptio Inc • Services-prepackaged software
This First Amendment to Office Lease Agreement (this “First Amendment”) is made and entered into as of August 20, 2012, by and between PLAZA EAST PROPERTY LLC, a Delaware limited liability company (“Landlord”), and APPTIO, INC., a Delaware corporation (“Tenant”).
APPTIO, INC. AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 26th, 2016 • Apptio Inc • Services-prepackaged software • Delaware
This Amendment to Amended and Restated Investors’ Agreement (this “Amendment”) dated as of October 11, 2013 is made by and among Apptio, Inc., a Delaware corporation (the “Company”) and the undersigned Requisite Investors (as defined below). This Amendment amends the Amended and Restated Investors’ Rights Agreement dated May 3, 2013 (the “Agreement”) by and among the Company, the investors listed on Exhibit A thereto (each of which is herein referred to as an “Investor” and collectively, the “Investors”) and Sachin Gupta, Gupta Family Irrevocable Trust, Kurt Shintaffer, KCS 2012 GRAT, KDS 2012 GRAT, Paul McLachlan, Jesse Lee and Brian Bero, each of whom is herein referred to as a “Founder.” All capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Agreement.
APPTIO, INC. STOCK OPTION AGREEMENTStock Option Agreement • September 12th, 2016 • Apptio Inc • Services-prepackaged software • Washington
Unless otherwise defined herein, the terms defined in the Apptio, Inc. 2016 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement (the “Award Agreement”), which includes the Notice of Stock Option Grant (the “Notice of Grant”), the Terms and Conditions of Stock Option Grant attached hereto as Exhibit A (the “Option Terms”), the Appendix to Stock Option Agreement attached hereto as Exhibit B (the “Appendix”), and any other exhibits attached hereto.
OFFICE LEASE PLAZA EAST BELLEVUE, WASHINGTON PLAZA EAST PROPERTY LLC, a Delaware limited liability company as Landlord, and APPTIO, INC., a Delaware corporation, as Tenant.Office Lease • August 26th, 2016 • Apptio Inc • Services-prepackaged software • Washington
This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between PLAZA EAST PROPERTY LLC, a Delaware limited liability company (“Landlord”), and APPTIO, INC., a Delaware corporation (“Tenant”).
UNIT PURCHASE AGREEMENT BY AND AMONG APPTIO, INC., DIGITAL FUEL SV, LLC, THE SELLERS IDENTIFIED ON SCHEDULE 1 AND SOLELY FOR PURPOSES OF SECTIONS 6.5 AND 6.7 AND ARTICLES VII AND VIII, SKYVIEW CAPITAL, LLC, AS SELLERS’ AGENT FEBRUARY 2, 2018Unit Purchase Agreement • February 2nd, 2018 • Apptio Inc • Services-prepackaged software • Delaware
This UNIT PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 2, 2018 (the “Agreement Date”), by and among Apptio, Inc., a Delaware corporation (“Acquiror”), Digital Fuel SV, LLC, a Delaware limited liability company (the “Company”), each of the members of the Company, who are listed on Schedule 1 hereto (each, a “Seller” and collectively the “Sellers”), and, solely for purposes of Sections 6.5 and 6.7 and Articles VII and VIII, Skyview Capital, LLC, a Delaware limited liability company, as Sellers’ Agent (“Sellers’ Agent” or “Skyview Capital”).
SECOND AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • August 26th, 2016 • Apptio Inc • Services-prepackaged software
This Second Amendment to Office Lease Agreement (this “Second Amendment”) is made and entered into as of July 31, 2014, by and between PLAZA EAST PROPERTY LLC, a Delaware limited liability company (“Landlord”), and APPTIO, INC., a Delaware corporation (“Tenant”).
SUBORDINATED LOAN AND SECURITY AGREEMENTSubordinated Loan and Security Agreement • August 3rd, 2016 • Apptio Inc • Services-prepackaged software • Delaware
THIS SUBORDINATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of April 20, 2016 (the “Effective Date”) by and among: (a) SILICON VALLEY BANK, a California corporation (“SVB”; and in its capacity as Administrative Agent, the “Agent”), (b) SVB, ORIX VENTURES, LLC, a Delaware limited liability company (“ORIX”) and any other Lenders listed on Schedule 1 (as amended from time to time in accordance with this Agreement) hereto and otherwise party hereto from time to time (each a “Lender”, and collectively, the “Lenders”) and (c) APPTIO, INC., a Delaware corporation (“Borrower”), provides the terms on which Lenders shall lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
APPTIO, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • September 12th, 2016 • Apptio Inc • Services-prepackaged software • Washington
Unless otherwise defined herein, the terms defined in the Apptio, Inc. 2016 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement (the “Award Agreement”), which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant attached hereto as Exhibit A (the “Restricted Stock Unit Terms”), the Appendix to Restricted Stock Unit Agreement attached hereto as Exhibit B (the “Appendix”), and any other exhibits attached hereto.
THIRD AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • August 26th, 2016 • Apptio Inc • Services-prepackaged software
This THIRD AMENDMENT TO OFFICE LEASE AGREEMENT (“Third Amendment”) dated as of the 13th day of May, 2016, is between CLPF-BELLEVUE OFFICE, LLC, a Delaware limited liability company (“Landlord”), and APPTIO, INC., a Delaware corporation (“Tenant”).
APPTIO, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENTPerformance-Based Restricted Stock Unit Agreement • August 3rd, 2018 • Apptio Inc • Services-prepackaged software • Washington
Unless otherwise defined herein, the terms defined in the Apptio, Inc. 2016 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Performance‑based Restricted Stock Unit Agreement (the “Award Agreement”), which includes the Notice of Performance‑based Restricted Stock Unit Grant (the “Notice of Grant”), the Terms and Conditions of Performance-based Restricted Stock Unit Grant attached hereto as Exhibit A (the “Restricted Stock Unit Terms”), the Appendix to Performance‑based Restricted Stock Unit Agreement attached hereto as Exhibit B (the “Appendix”), and any other exhibits attached hereto.
APPTIO, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • September 12th, 2016 • Apptio Inc • Services-prepackaged software • Washington
Unless otherwise defined herein, the terms defined in the Apptio, Inc. 2016 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Award Agreement (the “Award Agreement”), which includes the Notice of Restricted Stock Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Grant attached hereto as Exhibit A (the “Restricted Stock Terms”), and any other exhibits attached hereto.
APPTIO, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT May 3, 2013Investors’ Rights Agreement • August 26th, 2016 • Apptio Inc • Services-prepackaged software • Delaware
This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of the 3rd day of May, 2013, by and among Apptio, Inc., a Delaware corporation (the “Company”), the investors listed on Exhibit A hereto (each of which is herein referred to as an “Investor” and collectively, the “Investors”) and Sachin Gupta, Gupta Family Irrevocable Trust, Kurt Shintaffer, KCS 2012 GRAT, KDS 2012 GRAT, Paul McLachlan, Jesse Lee and Brian Bero, each of whom is herein referred to as a “Founder.”
APPTIO, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT May 3, 2013Investors’ Rights Agreement • August 21st, 2015 • Apptio Inc • Services-prepackaged software • Delaware
This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of the 3rd day of May, 2013, by and among Apptio, Inc., a Delaware corporation (the “Company”), the investors listed on Exhibit A hereto (each of which is herein referred to as an “Investor” and collectively, the “Investors”) and Sachin Gupta, Gupta Family Irrevocable Trust, Kurt Shintaffer, KCS 2012 GRAT, KDS 2012 GRAT, Paul McLachlan, Jesse Lee and Brian Bero, each of whom is herein referred to as a “Founder.”
