Common use of First Offer Rent Clause in Contracts

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.

First Offer Rent. The basic rent (“Basic Rent”) payable by Avalara Tenant for the Existing ---------------- Building First Offer Space (the “"First Offer Rent”) during the First Offer Term (as defined below") shall be equal to the Market Rate rent (as defined below) for the First Offer Spaceincluding additional rent and considering any "base year" or "expense stop" applicable thereto), valued as of the commencement of the First Offer Termincluding all escalations, 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 TermCommencement Date," as that term is defined in Section 1.3.5, ------------- below, are leasing non-sublease, non-encumbered, non-equity space under then-prevailing ordinary rental market practices (e.g.comparable in size, 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 location and quality to the Existing Building First Offer Space within the Building or in otherfor a similar lease term, first class office buildings which comparable space is located in the SeattleProject, Washington central business district area taking into consideration only the following concessions (“Comparison Buildings”)collectively, the "RFO Concessions"): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space, and (b) tenant improvements or allowances provided or to be provided for such comparable space, taking into account, and deducting the value of, the existing improvements in the Existing Building First Offer Space, such value to be based upon binding lease transactions for tenants the age, quality and layout of the improvements and the extent to which the same could be utilized by a general office user. Notwithstanding anything to the contrary in the Comparison Buildings thatforegoing, where possible, commence or are to commence within six (6) months prior to or within six (6) months after in no event shall the commencement base rent component of the First Offer Term Rent be less than the sum of (i) the Base Rent on an annual, per rentable square foot basis under this Lease for the Initial Premises as used of the "First Offer Commencement Date," as that term is defined in this AgreementSection 1.3.4 below, including ------------- all applicable escalations to the Base Rent made or to be made during the Lease Term, and (ii) the amount of Tenant's Share of Direct Expenses, as that term is defined in Section 4.2.2 below, payable by Tenant on an annual, per rentable ------------- square foot basis for the Premises immediately prior to such commencement date (collectively, the “Comparison Leases”"Prior Base Rent"). Rental rates payable under Comparison Leases shall be adjusted to account for variations between this Agreement and In the Comparison Leases with respect to: (a) event that the length base rent component of the First Offer Term compared Rent is the Prior Base Rent, then (A) the new "Base Year," as that term is defined in Section 4.2.1, below, with respect to the term of Existing ------------- Building First Offer Space only shall be the Comparison Leases; (b) rental structure, including, rental rates per rentable square foot (including type, gross or net, and if gross, adjusting for base calendar year or expense stop), additional rental, annual rent adjustments, escalation provisions, all other payments and escalations; (c) the size of in which the First Offer Space compared Commencement Date occurs with respect to the size of the premises of the Comparison Leases; Existing SUMMIT 85 ENTERPRISE [Xxx.xxx] Building First Offer Space, and (d) free rent, moving expenses and other cash payments, allowances or other monetary concessions affecting the rental rate; (eB) the age and quality of construction of concessions granted to Tenant in connection with the buildings; and (f) leasehold improvements and/or allowances, taking into account the value of existing leasehold improvements Existing Building First Offer Space shall be equal to the existing tenantRFO Concessions.

First Offer Rent. The basic rent (“Basic Rent”) Rent payable by Avalara 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 AgreementExhibit K, the term “Market Rate” shall mean the annual amount of basic rent 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 EXHIBIT K 1 Second & Spring Avalara, Inc. 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 AgreementExhibit K, the “Comparison Leases”). Rental rates payable under Comparison Leases shall be adjusted to account for variations between this Agreement 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.

First Offer Rent. The basic rent (“Basic Rent”) payable by Avalara Tenant for the Existing Building First Offer Space (the “First Offer Rent”) during the First Offer Term (as defined below) shall be equal to the Market Rate rent (as defined below) for the First Offer Spaceincluding additional rent and considering any “base year” or “expense stop” applicable thereto), valued as of the commencement of the First Offer Termincluding all escalations, 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 TermCommencement Date,” as that term is defined in Section 1.4.5, below, are leasing non-sublease, non-encumbered, non-equity space under then-prevailing ordinary rental market practices (e.g.comparable in size, 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 location and quality to the Existing Building First Offer Space within the Building or in otherfor a similar lease term, first class office buildings which comparable space is located in the SeattleProject, Washington central business district area taking into consideration only the following concessions (collectively, the “Comparison BuildingsRFO Concessions”)): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space, and (b) tenant improvements or allowances provided or to be provided for such comparable space, taking into account, and deducting the value of, the existing improvements in the Existing Building First Offer Space, such value to be based upon binding lease transactions for tenants the age, quality and layout of the improvements and the extent to which the same could be utilized by a general office user. Notwithstanding anything to the contrary in the Comparison Buildings thatforegoing, where possible, commence or are to commence within six (6) months prior to or within six (6) months after in no event shall the commencement base rent component of the First Offer Term Rent be less than the sum of (i) the Base Rent on an annual, per rentable square foot basis under this Lease for the Initial Premises as used of the “First Offer Commencement Date,” as that term is defined in this AgreementSection 1.4.4 below, including all applicable escalations to the Base Rent made or to be made during the Lease Term, and (ii) the amount of Tenant’s Share of Direct Expenses, as that term is defined in Section 4.2.2 below, payable by Tenant on an annual, per rentable square foot basis for the Premises immediately prior to such commencement date (collectively, the “Comparison LeasesPrior Base Rent”). Rental rates payable under Comparison Leases shall be adjusted to account for variations between this Agreement and In the Comparison Leases with respect to: (a) event that the length base rent component of the First Offer Term compared Rent is the Prior Base Rent, then (A) the new “Base Year,” as that term is defined in Section 4.2.1, below, with respect to the term of Existing Building First Offer Space only shall be the Comparison Leases; (b) rental structure, including, rental rates per rentable square foot (including type, gross or net, and if gross, adjusting for base calendar year or expense stop), additional rental, annual rent adjustments, escalation provisions, all other payments and escalations; (c) the size of in which the First Offer Space compared Commencement Date occurs with respect to the size of the premises of the Comparison Leases; Existing Building First Offer Space, and (d) free rent, moving expenses and other cash payments, allowances or other monetary concessions affecting the rental rate; (eB) the age and quality of construction of concessions granted to Tenant in connection with the buildings; and (f) leasehold improvements and/or allowances, taking into account the value of existing leasehold improvements Existing Building First Offer Space shall be equal to the existing tenantRFO Concessions.