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• Neither the Representatives’ consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof.
• Contracts Counsel was incredibly helpful and easy to use.
• Additionally, the issuer may be able to add a knowledge qualifier to a representation or warranty that certifies compliance of one or more parties over which it does not have direct control.
• Located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan, Crimea and Syria).

The undersigned now has, and, except as contemplated by (a) above, for the duration of this
Lock-Up Agreement will have, good and marketable title to the Undersigned’s Shares, free and clear of all liens, encumbrances, and claims whatsoever. For purposes of this subsection, “Hazardous Substance” means (y) any pollutant, contaminant, petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos, asbestos-containing materials, polychlorinated biphenyls or toxic mold, and (z) any other toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous chemical, material, waste or substance. (l) Historical Financial Statements. The historical financial statements (including the related notes) included in each Registration Statement, the General Disclosure Package and the Final Prospectus present fairly in all material respects the financial condition, results of operations and cash flows of the entities purported to be shown thereby, at the dates and for the periods indicated, and, except as otherwise disclosed in the General Disclosure Package and the Final Prospectus, have been prepared in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) applied on a consistent basis. The unaudited pro forma financial statements and the related notes thereto included under the heading “Pro Forma Financial Statements” in the Registration Statement present fairly in all material respects the information contained therein and have been properly presented on the basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustment used therein are appropriate to give effect to the transactions and circumstances referred to therein.

Business Law

The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority to own or lease its properties and conduct its business as described in the General Disclosure Package and the Final Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions listed on Schedule D hereto in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its Subsidiaries taken as a whole (a “Material Adverse Effect”). After giving effect to the Reorganization Transactions, the Company will not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed on Schedule C hereto (“Subsidiaries”). The “Conditions to the Underwriters’ Obligations” section states in detail the conditions and obligations of the underwriters. These requirements include the delivery of certain other documents. One such document is a negative assurance letter. A negative assurance letter is a confirmation from the company’s auditor that certain facts are accurate.

The value of shares and ETFs bought through a share dealing account can fall as well as rise, which could mean getting back less than you originally put in. Past performance is no guarantee of future results. Julia Kagan is a financial/consumer journalist and former senior editor, personal finance, of Investopedia. The Underwriting Agreement has been duly authorized, executed and delivered by the Company.

Issuer Lockup

Born and raised in the heart of the Appalachian coalfields, Oliver understands the value of hard work and perseverance. His small-town upbringing instilled in him a deep sense of community and a commitment to making a difference in people’s lives. Oliver’s journey in the legal field began with a Bachelor’s degree in Criminal Justice from Bluefield University. He went on to earn his Juris Doctorate from Lincoln Memorial University – Duncan School of Law, where he excelled in his studies and developed a strong foundation in law. Throughout his career, Oliver has gained invaluable experience working as a public defender, an attorney advisor for the Small Business Administration, and in various legal roles. With a focus on estate planning and business law, Oliver is dedicated to helping individuals and families protect their assets, plan for the future, and navigate the complexities of the legal system.

These include, but are not limited to, carve-outs for already planned issuances or transfers of securities, ordinary course lending or capital markets activities, and issuances for employees under existing agreements or to attract or retain key talent. To assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 8 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding anything contained herein to the contrary, if indemnity may be sought pursuant to the last paragraph in Section 8(a) hereof in respect of such action or proceeding, then in addition to such separate firm for the indemnified parties, the indemnifying party shall be liable for the reasonable fees and expenses of not more than one separate firm (in addition to any local counsel) for the Designated Underwriter for the defense of any losses, claims, damages and liabilities arising out of the Directed Share Program, and all persons, if any, who control the Designated Underwriter within the meaning of either Section 15 of the Act of Section 20 of the Exchange Act.

Offering Expenses

(c) Continued Compliance with Securities Laws. Neither the Representatives’ consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof. (k) Absence of Further Requirements.

Except as disclosed in the General Disclosure Package and the Final Prospectus, there are no pending actions, suits or proceedings (including any inquiries or investigations by any court or governmental agency or body, domestic or foreign) against or affecting the Company, any of its Subsidiaries or any of their respective properties that, if determined adversely to the Company or any of its Subsidiaries, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or would materially and adversely affect the ability of the Company to perform its obligations under this Agreement. To the Company’s knowledge, no such actions, suits or proceedings (including any inquiries or investigations by any court or governmental agency or body, domestic or foreign) are threatened or contemplated. KPMG LLP (“KPMG”), who has certified certain financial statements of the Company or assets acquired by the Company, whose reports appears in the General Disclosure Package and the Final Prospectus and who has delivered the initial letters referred to in Section 7(a) hereof, is an independent public accounting firm within the meaning of the Act and the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (the “PCAOB”). In connection with a registered securities offering, the underwriters of the offering typically enter into an underwriting underwriting is a contract of agreement with the issuer of the securities and any selling stockholders. (e)(2) If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter delivered pursuant to Section 8(h) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days
before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Annex I hereto through a major news service at least two business days before the
effective date of the release or waiver. The First Amended and Restated Limited Liability Company Agreement of Brigham Minerals Holdings, LLC constitutes a valid and legally binding agreement of Brigham Minerals Holdings, LLC, enforceable against Brigham Minerals Holdings, LLC in accordance with its terms, provided that the enforceability thereof may be limited by (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and (b) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.

Meet some of our Underwriting Agreement Lawyers

This agreement shall be executed in duplicate. The original shall be retained by the company and the duplicate by the underwriters. It is hereby agreed that time is the essence of this agreement. The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written.

The underwriters will want to identify a very limited list of the information it provides the issuer, either prepared by the underwriters or third parties selected by them, in order to define clearly the scope of the indemnity. Because this information will be used for the prospectus and any road show presentations, the issuer will want to draft the information carve-out as broadly as possible in order to protect itself from claims caused by misinformation or misstatements made by the underwriter. THE UNDERWRITING AGREEMENT SETS FORTH THE TERMS and conditions pursuant to which the underwriters will purchase the offered securities and distribute them to the public.

Underwriters’ counsel typically insists on few to no changes being made to the indemnification and termination sections from the language included in the representative underwriter’s form underwriting agreement. Underwriters want as much flexibility as possible in order to exit the transaction in the event of a termination and as much protection as possible in the event of litigation. Beyond negotiating the definitions of MAE or MAC as described above, which would by consequence limit the scope of the termination provision in the underwriting agreement and what situations indemnification would trigger, the issuer and their counsel are unlikely to convince the underwriters to make any substantive changes to these sections and thereby create a narrower public market precedent. Notwithstanding the issuer’s inability to materially amend the form indemnity section, the issuer and their counsel should insist that the indemnity provided by the underwriters to the issuer, as described above, uses the same protective language as the indemnity provided by the issuer to the underwriters.

No relationship, direct or indirect, that would be required to be described in a registration statement of the Company pursuant to Item 404 of Regulation S-K, exists between or among the Company or its Subsidiaries, on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company or its Subsidiaries, on the other hand, that has not been described in the General Disclosure Package and the Final Prospectus. (i) At the time of the initial filing of the Initial Registration Statement and (ii) at the date of this Agreement, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. The Company will contribute the net proceeds of the Offering to Brigham LLC in exchange for an additional number of Brigham LLC Units such that the Company holds a total number of Brigham LLC Units equal to the number of shares of the Company’s Class A common stock outstanding following the Offering. Towards the beginning of the underwriting agreement is a section called “Representations and Warranties of Company.” A representation is an assertion as to the accuracy of facts. One party presents representations to the other party to induce them to enter the contract.

In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 hereof and all obligations under Section 5 hereof shall also remain in effect. (p) No Material Adverse Change in Business. Except as set forth in the General Disclosure Package and the Final Prospectus, the Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as set forth in the General Disclosure Package and the Final Prospectus, the Company has not publicly disclosed or reported to the Audit Committee or the Board a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls.

Another common document is an opinion by the law firm representing the underwriters. A law firm opinion letter attests to the validity of various legal descriptions. These opinion letters avoid costly litigation down the road. The underwriting agreement also often contains a “greenshoe,” or over-allotment, option. This provision gives the underwriters the ability to sell investors more shares than initially planned. The greenshoe option normally states that investors may buy up to 15% more than the initial number of shares.

A warranty is a promise of indemnity if the factual assertion turns out to be false. The undersigned understands that you, as representatives (the “Representatives”), propose to enter into an Underwriting
Agreement (the “Underwriting Agreement”) on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with Avalara, Inc., a Washington corporation
(the “Company”), providing for a public offering of the Common Stock of the Company (the “Shares”) pursuant to a Registration Statement on Form S-1 (the
“Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”). THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR
RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAWS OF THE STATE OF
NEW YORK. The Company agrees that any suit or proceeding arising in respect of this Agreement or any transaction contemplated by this Agreement will be tried exclusively in the U.S. District Court for the Southern District of New York or, if
that court does not have subject matter jurisdiction, in any state court located in The City and County of New York and the Company agrees to submit to the jurisdiction of, and to venue in, such courts. Announcement by any party under the Exchange Act or otherwise shall be required or shall be voluntarily made in connection with such exercise or vesting and (ii) any Securities received upon such exercise or vesting, following any applicable net settlement or net withholding, will also be subject to this Lock-Up Agreement).