Alesia Lee Pinney - 19 Oct 2022 Form 4 Insider Report for AVALARA, INC.

Footnote F1

Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 8, 2022, by and among the Issuer, Lava Intermediate, Inc. and Lava Merger Sub, Inc., pursuant to which the outstanding shares of the Issuer's Common Stock (other than certain excluded shares) were converted into the right to receive, without interest, the cash merger consideration of $93.50 per share. Amount includes 31,049 restricted stock units ("RSUs") held by the Reporting Person whose acquisition was previously reported in Table I that were cancelled and converted into the contingent right to receive, without interest, $93.50 per share subject to such RSUs, less applicable withholding taxes, with payments subject to the same time-vesting terms and conditions applicable to the corresponding RSUs immediately prior to the effective time of the merger.

Footnote F2

Pursuant to the Merger Agreement, immediately prior to the effective time of the merger, the option was cancelled and converted into the right to receive, without interest, the cash merger consideration of $93.50 for each share subject to the option (whether vested or unvested), less the per share exercise price and applicable withholding taxes

Footnote F3

The option originally provided that 25% of the total shares subject to the option vested and became exercisable on January 1, 2019, and 1/48th of the total shares subject to the option vested and became exercisable monthly thereafter such that the option was fully vested and exercisable on January 1, 2022. The option was converted into the right to receive the merger consideration with respect to the entire option as set forth in footnote 2.

Footnote F4

The option, which originally provided that 25% of the total shares subject to the option vested and became exercisable on January 1, 2020, and 1/48th of the total shares subject to the option vested and became exercisable monthly thereafter, was converted into the right to receive the merger consideration with respect to the entire option as set forth in footnote 2.

Footnote F5

The option, which originally provided that 25% of the total shares subject to the option vested and became exercisable on March 5, 2021, and 1/48th of the total shares subject to the option vested and became exercisable monthly thereafter, was converted into the right to receive the merger consideration with respect to the entire option as set forth in footnote 2.

Footnote F6

Each performance share unit ("PSU") represents the economic equivalent of one share of Issuer Common Stock.

Footnote F7

Represents PSUs with an initial three-year performance period commencing on January 1, 2021, that were originally scheduled to vest annually over the remaining performance period based on the achievement of certain performance conditions and that were not required to be reported prior to satisfaction of such performance-based vesting conditions. The number reported represents the number of PSUs eligible for cash consideration in the merger, determined in accordance with the Merger Agreement.

Footnote F8

Pursuant to the Merger Agreement, immediately prior to the effective time of the merger, the PSUs were cancelled and converted into the contingent right to receive, without interest, the cash merger consideration of $93.50 per share subject to the PSUs, less applicable withholding taxes, with payments to be made in accordance with the vesting terms and conditions set forth in the award agreement for the PSUs in the event of a "change in control," which award agreement generally provides for quarterly time-vesting over the remaining performance period applicable to the PSUs.

Footnote F9

Represents PSUs with an initial three-year performance period commencing on January 1, 2022, that were originally scheduled to vest annually over the performance period based on the achievement of certain performance conditions and that were not required to be reported prior to the satisfaction of the performance-based vesting conditions. The number reported represents the number of PSUs eligible for cash consideration in connection with the merger, determined in accordance with the Merger Agreement.