Apptio Inc Sample Contracts

Apptio Inc – SECOND AMENDED AND RESTATED BY-LAWS OF APPTIO, INC. A Delaware corporation (Adopted as of January 10, 2019) (January 10th, 2019)
Apptio Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF APPTIO, INC. (January 10th, 2019)

The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

Apptio Inc – IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE (December 17th, 2018)

Plaintiff Jeffrey Trainer (“Plaintiff”), by his undersigned attorneys, alleges upon personal knowledge with respect to himself, and upon information and belief based upon, inter alia, the investigation of counsel as to all other allegations herein, as follows:

Apptio Inc – IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE (December 13th, 2018)

Plaintiff Stephen Bushansky (“Plaintiff”), by and through his undersigned counsel, for his complaint against defendants, alleges upon personal knowledge with respect to himself, and upon information and belief based upon, inter alia, the investigation of counsel as to all other allegations herein, as follows:

Apptio Inc – IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE (December 10th, 2018)

Plaintiff, by his undersigned attorneys, for this complaint against defendants, alleges upon personal knowledge with respect to himself, and upon information and belief based upon, inter alia, the investigation of counsel as to all other allegations herein, as follows:

Apptio Inc – Apptio Enters into Definitive Agreement to be Acquired by Vista Equity Partners for $1.94 Billion Vista Equity Partners to acquire all outstanding Apptio common stock for $38.00 per share (November 13th, 2018)

BELLEVUE WA., November 11, 2018 — Apptio, Inc. (NASDAQ: APTI), the business management system of record for hybrid IT, today announced that it has entered into a definitive agreement to be acquired by an affiliate of Vista Equity Partners (“Vista”), a leading investment firm focused on software, data and technology-enabled businesses.

Apptio Inc – AGREEMENT AND PLAN OF MERGER by and among BELLEVUE PARENT, LLC BELLEVUE MERGER SUB, INC. and APPTIO, INC. Dated as of November 9, 2018 (November 13th, 2018)

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 – APPTIO, INC. 2016 EQUITY INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (August 3rd, 2018)

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 – Apptio, Inc. Announces Pricing of $125 Million Convertible Notes Offering (March 23rd, 2018)

BELLEVUE, Wash., March 20, 2018 — Apptio, Inc. (NASDAQ: APTI) today announced the pricing of $125 million aggregate principal amount of convertible senior notes due 2023 (the “notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”). Apptio also granted the initial purchasers of the notes a 13-day option to purchase up to an additional $18.75 million aggregate principal amount of the notes. The sale of the notes to the initial purchasers is expected to settle on March 23, 2018, subject to customary closing conditions, and is expected to result in up to $120.7 million in net proceeds to Apptio after deducting the initial purchasers’ discount and estimated offering expenses payable by Apptio (assuming no exercise of the initial purchasers’ option).

Apptio Inc – Apptio, Inc. Announces Closing of $125 Million Convertible Notes Offering and Full Exercise of Initial Purchasers’ $18.75 Million Option to Purchase Additional Notes (March 23rd, 2018)

BELLEVUE, Wash., March 23, 2018 — Apptio, Inc. (NASDAQ:APTI) today announced that it has closed its offering of convertible senior notes due 2023 (the “notes”) for gross proceeds of $143.75 million. The proceeds include the full exercise of the $18.75 million option to purchase additional notes granted by Apptio to the initial purchasers. The notes were sold to the initial purchasers in a private placement and subsequently resold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”). Apptio estimates that the net proceeds from the offering, given the initial purchasers’ exercise in full of their option to purchase additional notes, is approximately $138.9 million, after deducting the initial purchasers’ discount and estimated offering expenses payable by Apptio.

Apptio Inc – APPTIO, INC. and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 23, 2018 0.875% Convertible Senior Notes due 2023 (March 23rd, 2018)

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 – To: Apptio, Inc. 11100 NE 8th St, Ste 600 Bellevue, WA 98004 From: [ ] Re: [Base][Additional] Capped Call Transaction Date: March , 2018 (March 23rd, 2018)

The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the “Transaction”) between [                            ] (“Dealer”) and Apptio, Inc. a Delaware corporation (“Counterparty”). This communication constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.

Apptio Inc – Apptio, Inc. Announces $125 Million Convertible Notes Offering (March 19th, 2018)

BELLEVUE, Wash., March 19, 2018 — Apptio, Inc. (NASDAQ: APTI) today announced its intention to offer, subject to market conditions and other factors, $125 million aggregate principal amount of convertible senior notes due in 2023 (the “notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”). Apptio also expects to grant the initial purchasers of the notes a 13-day option to purchase up to an additional $18.75 million aggregate principal amount of the notes.

Apptio Inc – 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, 2018 (February 2nd, 2018)

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”).

Apptio Inc – Page ARTICLE I CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES 2 2.5 NOTICE OF STOCKHOLDERS’ MEETINGS 8 2.6 QUORUM 9 2.7 ADJOURNED MEETING; NOTICE 9 2.8 CONDUCT OF BUSINESS 9 2.9 VOTING 10 2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING 10 2.11 RECORD DATES 10 2.12 PROXIES 11 2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE 11 2.14 INSPECTORS OF ELECTION 12 ARTICLE III - DIRECTORS 12 3.1 POWERS 12 3.2 NUMBER OF DIRECTORS 12 3.3 ELECTION, (September 12th, 2016)
Apptio Inc – APPTIO, INC. 2016 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT (September 12th, 2016)

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 – APPTIO, INC. 2016 EMPLOYEE STOCK PURCHASE PLAN (September 12th, 2016)
Apptio Inc – APPTIO, INC. 2016 EQUITY INCENTIVE PLAN (September 12th, 2016)
Apptio Inc – APPTIO, INC. 2007 STOCK PLAN (AMENDED AND RESTATED ON AUGUST 25, 2016 AND EFFECTIVE UPON THE FILING OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY) (September 12th, 2016)
Apptio Inc – APPTIO, INC. 2016 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT (September 12th, 2016)

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.

Apptio Inc – APPTIO, INC. 2016 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (September 12th, 2016)

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.

Apptio Inc – APPTIO, INC. OUTSIDE DIRECTOR COMPENSATION POLICY Adopted and approved on September 1, 2016 (September 12th, 2016)

This Policy will be effective as of the effective date of the registration statement in connection with the initial public offering of the Company’s securities (the “Registration Date”).

Apptio Inc – APPTIO, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (September 12th, 2016)

Apptio, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

Apptio Inc – APPTIO, INC. EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION (September 12th, 2016)
Apptio Inc – THIRD AMENDMENT TO OFFICE LEASE AGREEMENT (August 26th, 2016)

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 – SECOND AMENDMENT TO OFFICE LEASE AGREEMENT (August 26th, 2016)

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”).

Apptio Inc – APPTIO, INC. 2011 EXECUTIVE EQUITY INCENTIVE PLAN (As amended and restated on August 25, 2016 and effective upon the filing of the Amended and Restated Certificate of Incorporation of the Company) (August 26th, 2016)
Apptio Inc – APPTIO, INC. 2007 STOCK PLAN STOCK OPTION AGREEMENT — EARLY EXERCISE (August 26th, 2016)

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 – APPTIO, INC. 2007 STOCK PLAN (AMENDED AND RESTATED ON AUGUST 25, 2016 AND EFFECTIVE UPON THE FILING OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY) (August 26th, 2016)
Apptio Inc – Contract (August 26th, 2016)

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 – APPTIO, INC. EXECUTIVE INCENTIVE COMPENSATION PLAN (August 26th, 2016)
Apptio Inc – FIRST AMENDMENT TO OFFICE LEASE AGREEMENT (August 26th, 2016)

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 – 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. (August 26th, 2016)

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”).

Apptio Inc – APPTIO, INC. AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (August 26th, 2016)

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 – Contract (August 26th, 2016)

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.