•] Shares APPIAN CORPORATION CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • May 10th, 2017 • Appian Corp • Services-prepackaged software • New York
APPIAN CORPORATION FORM OF CLASS A COMMON STOCK WARRANT AGREEMENTCommon Stock Warrant Agreement • August 18th, 2021 • Appian Corp • Services-prepackaged software • New York
THIS CLASS A COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between APPIAN CORPORATION, a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
APPIAN CORPORATION. FORM OF DEBT SECURITIES WARRANT AGREEMENTSecurities Warrant Agreement • August 18th, 2021 • Appian Corp • Services-prepackaged software • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between APPIAN CORPORATION, a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
2,329,000 Shares APPIAN CORPORATION CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • September 6th, 2019 • Appian Corp • Services-prepackaged software • New York
Appian Corporation, a Delaware corporation (the “Company”) proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), and certain stockholders of the Company (the “Selling Stockholders”) of Appian Corporation, a Delaware corporation (the “Company”), named in Schedule II hereto severally propose to sell to the several Underwriters an aggregate of 2,329,000 shares of Class A common stock of the Company, par value $0.0001 per share (the “Shares”), of which 1,825,000 shares are to be issued and sold by the Company and 504,000 shares are to be sold by the Selling Stockholders, each Selling Stockholder selling the amount set forth opposite such Selling Stockholder’s name in Schedule II hereto under the heading “Shares.” Any reference herein to the Underwriters shall be deemed to refer to a single Underwriter if only a single Underwriter is named in Schedule I hereto.
APPIAN CORPORATION INDEMNITY AGREEMENTIndemnity Agreement • May 10th, 2017 • Appian Corp • Services-prepackaged software • Delaware
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of , between Appian Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
APPIAN CORPORATION AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 27th, 2017 • Appian Corp • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 21st day of February, 2014, by and among APPIAN CORPORATION a Delaware corporation (the “Company”), each of the persons and entities listed on Exhibit A hereto (the investors as of immediately prior to the date hereof are sometimes referred to herein as the “Existing Investors,” and the new investors that are parties hereto are sometimes referred to herein as the “New Investors,” and the Existing Investors and the New Investors collectively, the “Investors,” and each individually, an “Investor”) and each of the persons listed on Exhibit B hereto (the “Founders,” and each individually, a “Founder”).
2,500,000 Shares APPIAN CORPORATION CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT May 28, 2020Underwriting Agreement • June 1st, 2020 • Appian Corp • Services-prepackaged software • New York
Appian Corporation, a Delaware corporation (the “Company”) proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), and certain stockholders of the Company (the “Selling Stockholders”) of Appian Corporation, a Delaware corporation (the “Company”), named in Schedule II hereto severally propose to sell to the several Underwriters an aggregate of 2,500,000 shares of Class A common stock of the Company, par value $0.0001 per share (the “Shares”), of which 1,931,206 shares are to be issued and sold by the Company and 568,794 shares are to be sold by the Selling Stockholders, each Selling Stockholder selling the amount set forth opposite such Selling Stockholder’s name in Schedule II hereto under the heading “Shares.” Any reference herein to the Underwriters shall be deemed to refer to a single Underwriter if only a single Underwriter is named in Schedule I hereto.
THIRD AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENTCredit Agreement • August 3rd, 2023 • Appian Corp • Services-prepackaged software • New York
This Third Amendment to Credit Agreement and First Amendment to Guarantee and Collateral Agreement (this “Amendment”) is made effective as of June 13, 2023 (the “Third Amendment Effective Date”), by and among Appian Corporation, a Delaware corporation (the “Borrower”), the lenders identified on the signature pages hereto (the “Lenders”), Silicon Valley Bank, a division of FIRST-CITIZENS BANK & TRUST COMPANY (successor by purchase to the Federal Deposit Insurance Corporation as receiver for Silicon Valley Bridge Bank, N.A. (as successor to Silicon Valley Bank)) (“SVB”), as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”), Issuing Lender and Swingline Lender, in consideration of the mutual covenants herein contained and benefits to be derived herefrom:
SUBORDINATED LOAN AND SECURITY AGREEMENTSubordinated Loan and Security Agreement • May 8th, 2017 • Appian Corp • Services-prepackaged software • Delaware
THIS SUBORDINATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of April 25, 2017 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and APPIAN CORPORATION, a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
APPIAN CORPORATION EMPLOYMENT AGREEMENTAppian Corporation Employment Agreement • November 3rd, 2022 • Appian Corp • Services-prepackaged software • Virginia
This EMPLOYMENT AGREEMENT (“Agreement”) is made by and between APPIAN CORPORATION, a Delaware corporation, and its affiliates, successors, assigns and agents (“Appian” or “Company”), and Christopher Jones (“you” and all similar references or “employee”) (collectively, the “parties”) in consideration of employee’s at-will employment relationship with Appian.
APPIAN CORPORATION EMPLOYMENT AGREEMENTAppian Corporation Employment Agreement • February 16th, 2023 • Appian Corp • Services-prepackaged software • Virginia
This EMPLOYMENT AGREEMENT (“Agreement”) is made by and between APPIAN CORPORATION, a Delaware corporation, and its affiliates, successors, assigns and agents
JOINDER, CONSENT AND FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 2nd, 2024 • Appian Corp • Services-prepackaged software • New York
This Joinder, Consent and Fourth Amendment to Credit Agreement (this “Amendment”) is made effective as of February 12, 2024 (the “Fourth Amendment Effective Date”), by and among Appian Corporation, a Delaware corporation (the “Borrower”), the lenders identified on the signature pages hereto (the “Lenders”), Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (“SVB”), as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”), Issuing Lender and Swingline Lender, in consideration of the mutual covenants herein contained and benefits to be derived herefrom:
APPIAN CORPORATION EMPLOYMENT AGREEMENTAppian Corporation Employment Agreement • May 7th, 2020 • Appian Corp • Services-prepackaged software • Virginia
This EMPLOYMENT AGREEMENT ("Agreement") is made by and between APPIAN CORPORATION, a Delaware corporation, and its affiliates, successors, assigns and agents ("Appian" or "Company"), and Bob Kramer ("you" and all similar references or "employee") (collectively, the "parties") in consideration of employee's at-will employment relationship with Appian.
APPIAN CORPORATION EMPLOYMENT AGREEMENTAppian Corporation Employment Agreement • April 27th, 2017 • Appian Corp • Services-prepackaged software • Virginia
This EMPLOYMENT AGREEMENT (“Agreement”) is made by and between APPIAN CORPORATION, a Delaware corporation, and its affiliates, successors, assigns and agents (“Appian” or “Company”), and Edward Hughes (“you” and all similar references or “employee”) (collectively, the “parties”) in consideration of employee’s at-will employment relationship with Appian.
STOCK OPTION CANCELLATION AGREEMENTStock Option Cancellation Agreement • December 10th, 2018 • Appian Corp • Services-prepackaged software • Virginia
This Stock Option Cancellation Agreement (hereinafter “Agreement”), dated as of December 7, 2018, is made between Appian Corporation (the “Company”) and Matthew Calkins (the “Optionee”).
FIRST AMENDMENT TO DEED OF LEASEDeed of Lease • February 20th, 2020 • Appian Corp • Services-prepackaged software
This FIRST amendment TO DEED OF lease (this “Amendment”) is entered into as of the 23rd day of December, 2019 (the “Effective Date”) by and between TAMARES 7950 OWNER LLC, a Delaware limited liability company, having an office c/o Tamares Real Estate Holdings, Inc., 1500 Broadway, 24th Floor, New York, New York 10036 (“Landlord”), and APPIAN CORPORATION, a Delaware corporation, having an office at Valo Park, 7950 Jones Branch Drive, Tysons, Virginia 22102 (“Tenant”).
SECOND LOAN MODIFICATION AGREEMENTSecond Loan Modification Agreement • May 5th, 2022 • Appian Corp • Services-prepackaged software
This Second Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of January 28, 2022, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 1200 17th St. 16th Floor, Denver, Colorado 80202 (“Bank”), and APPIAN CORPORATION, a Delaware corporation, with its principal place of business at 7950 Jones Branch Drive, McLean, Virginia 22102 (“Borrower”).
Addendum No. 1 to Enterprise Kdb+ Software OEM License AgreementSoftware Oem License Agreement • October 31st, 2019 • Appian Corp • Services-prepackaged software
This Addendum No. 1 to Enterprise Kdb+ Software OEM License Agreement (“Addendum No. 1”) is entered into as of 20 August 2019 by and between Kx Systems, Inc., 45 Broadway, Floor 20, New York, NY 10006 (“Kx”) and Appian Corporation, 1875 Explorer Street, 4th Floor, Reston, Virginia 20190 (“Appian”).
Addendum No. 2 to Enterprise Kdb+ Software OEM License AgreementSoftware Oem License Agreement • November 2nd, 2023 • Appian Corp • Services-prepackaged software
This Addendum No. 2 to Enterprise Kdb+ Software OEM License Agreement (“Addendum No. 1”) is entered into as of 20 August 2019 by and between Kx Systems, Inc., 45 Broadway, Floor 20, New York, NY 10006 (“Kx”) and Appian Corporation, 1875 Explorer Street, 4th Floor, Reston, Virginia 20190 (“Appian”).
Agreement on the Sale and Transfer of Shares relating to Lana Labs GmbHAppian Corp • November 4th, 2021 • Services-prepackaged software
Annex 1.1 Shareholders’ List Annex 1.3 Target’s Business Plan Annex 2.3-1 Allocation of Key Employees Equity Consideration Annex 2.3-2 Restricted Stock Agreement Annex 3.3 Waivers and Consents Annex 3.4 Sellers’ addresses Annex 4.1.4 VESOP-Compensation Annex 3.4.3 Sellers’ Agreement Annex 4.3 Estimated Purchase Price Annex 5.2 Restricted Stock Agreement Managers Annex 5.3 Vesting scheme applying during the Vesting Term Annex 6.1.1-1 Allocation of Cash Consideration Annex 6.1.1-2 Holdback Agreement Annex 6.5.1 Allocation Holdback amongst Sellers Annex 7.1.1a) Resignation letters Managers Annex 7.1.1b)-1 New Employment Agreements Managers Annex 7.1.1b)-2 Shareholders’ Resolution re Termination Annex 7.1.1c) Resignation letters Advisory Board Annex 7.3.1b) Shareholders’ resolution on capital contribution Annex 7.3.1c)-1 List of Beneficiaries under the VESOP Annex 7.3.1c)-2 Settlement Agreement VESOP Annex 7.3.1e) Termination of the shareholders’ agreement Annex 7.3.1f) Sellers' PoA Annex
APPIAN CORPORATION EMPLOYMENT AGREEMENTAppian Corporation Employment Agreement • April 27th, 2017 • Appian Corp • Services-prepackaged software • Virginia
This EMPLOYMENT AGREEMENT (‘‘Agreement”) is made by and between APPIAN CORPORATION, a Delaware corporation, and its affiliates, successors, assigns and agents (“Appian” or “Company”), and Matthew Calkins (“you” and all similar references or “employee”) (collectively, the “parties”) in consideration of employee’s at-will employment relationship with Appian.
THIRD AMENDMENT TO SUBLEASESublease • April 23rd, 2018 • Appian Corp • Services-prepackaged software • Virginia
THIS THIRD AMENDMENT TO SUBLEASE (this “Third Amendment”) is made as of April 17, 2018 between COLLEGE ENTRANCE EXAMINATION BOARD, a New York education corporation (“Sublandlord”), and APPIAN CORPORATION, a Delaware corporation (“Subtenant”).
SUBLEASE (Four South of Market, 11955 Democracy Drive, Reston, VA) (Appian Corporation – 11th and Seventeenth Floors)Sublease • May 8th, 2017 • Appian Corp • Services-prepackaged software • Virginia
shall be applicable to the Subleased Premises as if such Subleased Premises were the Premises for the purposes of said provisions) and provided that Subtenant’s liability for the payment of rent and other amounts shall be limited to amounts set forth in the Sublease. Subject to the limitations of subsection (iii) of the immediately preceding sentence with respect to Subtenant, Tenant and Subtenant shall be jointly and severally liable to Landlord for compliance with and performance of all of the terms, covenants, agreements, provisions, obligations and conditions to be performed or observed by the tenant under the Lease.
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan Modification Agreement • May 8th, 2017 • Appian Corp • Services-prepackaged software • Delaware
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 13, 2015 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and APPIAN CORPORATION, a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • August 6th, 2020 • Appian Corp • Services-prepackaged software • Virginia
WHEREAS, Appian and Employee mutually desire to reach an agreement as to the rights, benefits and obligations of Appian and Employee concerning Employee’s employment with Appian and the Employee’s separation from employment with Appian, the parties agree as follows:
DEED OF LEASE by and between TAMARES 7950 OWNER LLC (Landlord) And APPIAN CORPORATION (Tenant) at VALO PARK 7950 Jones Branch Drive Tysons, Virginia April 17, 2018And Attornment Agreement • April 23rd, 2018 • Appian Corp • Services-prepackaged software • Virginia
This Summary of Basic Lease Information (“Summary”) is hereby incorporated into and made a part of the attached Lease. Each reference in the Lease to any term of this Summary shall have the meaning as set forth in this Summary for such term. In the event of a conflict between the terms of this Summary and the Lease, the terms of the Lease shall prevail. Any capitalized terms used herein and not otherwise defined herein shall have the meaning as set forth in the Lease.
APPIAN CORPORATION AND , AS WARRANT AGENT FORM OF CLASS A COMMON STOCK WARRANT AGREEMENT DATED AS OFStock Warrant Agreement • August 20th, 2018 • Appian Corp • Services-prepackaged software • New York
THIS CLASS A COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [·], between APPIAN CORPORATION, a Delaware corporation (the “Company”), and [·], a [corporation] [national banking association] organized and existing under the laws of [·] and having a corporate trust office in [·], as warrant agent (the “Warrant Agent”).
APPIAN CORPORATION EMPLOYMENT AGREEMENTAppian Corporation Employment Agreement • April 27th, 2017 • Appian Corp • Services-prepackaged software • Virginia
This EMPLOYMENT AGREEMENT (“Agreement”) is made by and between APPIAN CORPORATION, a Delaware corporation, and its affiliates, successors, assigns and agents (“Appian” or “Company”), and (“you” and all similar references or “employee”) (collectively, the “parties”) in consideration of employee’s at-will employment relationship with Appian.
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 2nd, 2024 • Appian Corp • Services-prepackaged software • New York
This Fifth Amendment to Credit Agreement (this “Amendment”) is made effective as of March 12, 2024 (the “Fifth Amendment Effective Date”), by and among Appian Corporation, a Delaware corporation (the “Borrower”), the lenders identified on the signature pages hereto (the “Lenders”), Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (“SVB”), as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”), Issuing Lender and Swingline Lender, in consideration of the mutual covenants herein contained and benefits to be derived herefrom:
Forrester Research Inc. Citation Agreement and ConsentAgreement and Consent • March 30th, 2017 • Appian Corp • Services-prepackaged software
Subject to the terms and conditions set forth herein, Forrester Research, Inc. (“Forrester”) hereby consents to the quotation by Morgan Stanley (“Requester”), in the Registration Statement on Form S-1 to be filed by Requester with the U.S. Securities and Exchange Commission (the “Filing”), of the following Forrester information that has been published in print (the “Forrester Information”):
SECOND AMENDMENT TO DEED OF LEASEDeed of Lease • February 20th, 2020 • Appian Corp • Services-prepackaged software
This SECOND amendment TO DEED OF lease (this “Amendment”) is entered into as of the 1st day of January, 2020 (the “Effective Date”) by and between TAMARES 7950 OWNER LLC, a Delaware limited liability company, having an office c/o Tamares Real Estate Holdings, Inc., 1500 Broadway, 24th Floor, New York, New York 10036 (“Landlord”), and APPIAN CORPORATION, a Delaware corporation, having an office at Valo Park, 7950 Jones Branch Drive, Tysons, Virginia 22102 (“Tenant”).
THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 2nd, 2017 • Appian Corp • Services-prepackaged software
THIS THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of November 1, 2017 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 1000 Wilson Blvd, Suite 2110, Arlington, Virginia 22209 (“Bank”), and APPIAN CORPORATION, a Delaware limited liability company (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
