10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  _____________________________________________________

FORM 10-Q

 _____________________________________________________

 (Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

Or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 001-38034

  _____________________________________________________

Alteryx, Inc.

(Exact name of registrant as specified in its charter)

_____________________________________________________

Delaware			90-0673106
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
17200 Laguna Canyon Road,	Irvine,	California	92618
(Address of principal executive offices)			(Zip Code)

(888) 836-4274

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

_____________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Class A Common Stock, $0.0001 par value per share	AYX	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐     No  ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

On April 27, 2022, there were 60,453,093 shares of the registrant’s Class A common stock outstanding and 7,739,125 shares of the registrant’s Class B common stock outstanding.

Alteryx, Inc.

Quarterly Report on Form 10-Q

For the Quarterly Period Ended March 31, 2022

TABLE OF CONTENTS

			Page Number
Special Note Regarding Forward-looking Statements			1
Summary Risk Factors			2
Part I:	Financial Information		4
	Item 1. Condensed Consolidated Financial Statements (unaudited)		4
	A.	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months ended March 31, 2022 and 2021	4
	B.	Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021	5
	C.	Condensed Consolidated Statements of Stockholders’ Equity for the Three Months ended March 31, 2022 and 2021	6
	D.	Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2022 and 2021	8
	E.	Notes to Condensed Consolidated Financial Statements	10
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		25
	Item 3. Quantitative and Qualitative Disclosures About Market Risk		35
	Item 4. Controls and Procedures		35
Part II:	Other Information		36
	Item 1. Legal Proceedings		36
	Item 1A. Risk Factors		36
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		80
	Item 6. Exhibits		81
Signatures			83

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of the federal securities laws. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. In some cases, forward-looking statements can be identified by the use of terminology such as “believe,” “may,” “will,” “intend,” “expect,” “plan,” “anticipate,” “estimate,” “potential,” “continue,” “would,” “target,” or “project,” or other comparable terminology. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about our expectations regarding:

•the successful transition and onboarding of certain members of our senior leadership team;

•our investments in cloud infrastructure and the cost of third-party data center hosting fees;

•trends in revenue, cost of revenue, and gross margin;

•our ability to attract and retain personnel, particularly with respect to our direct sales force and software engineers;

•trends in operating expenses, including research and development expense, sales and marketing expense, and general and administrative expense, and expectations regarding these expenses as a percentage of revenue;

•the duration and impact of the coronavirus and the coronavirus disease, or COVID-19, pandemic;

•our ability to successfully integrate acquired companies, technology, and talent;

•expansion of our international operations and the impact on foreign tax expense;

•the impact of foreign currency exchange rates;

•maintaining a valuation allowance for net deferred tax assets to the extent they are not expected to be recoverable;

•the timing and method of settlement of any series of our convertible senior notes;

•the global opportunity for our analytic process automation software platform;

•our investments in our marketing efforts and sales organization, including indirect sales channels and headcount, and the impact of any changes to our sales organization on revenue and growth;

•the continued development and success of Alteryx Community, our online user community, distribution channels and our partner relationships, including the ability of our partners to successfully enable and deliver specialized support to our customers;

•our expectations for the Alteryx APA platform, Alteryx Designer Cloud, Alteryx Machine Learning, Alteryx Auto Insights, Alteryx Connect, Alteryx Promote, Alteryx Intelligence Suite, and Alteryx Trifacta and the speed of, and ability to deliver, additional product innovation, including as a result of integrating acquired technology into our existing technology;

•our ability to develop or incorporate a cloud-based business model;

•our ability to manage our product lifecycle, including the discontinuation of any of our products or any acquired technology and the migration of those customers to other products that we offer;

•expansion of and within our customer base;

•competitors and competition in our markets;

•legal proceedings and the impact of such proceedings;

•cash and cash equivalents and short-term investments and any positive cash flows from operations being sufficient to support our working capital and capital expenditure requirements for at least the next 12 months; and

•other statements regarding our future operations, financial condition, and prospects and business strategies.

Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, these expectations or any of the forward-looking statements could prove to be incorrect, and actual results could differ materially from those projected or assumed in the forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to risks and uncertainties, including, but not limited to, the factors set forth in this Quarterly Report on Form 10-Q under Part II, Item 1A. Risk Factors. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the forward-looking statements made in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

All forward-looking statements and reasons why results may differ included in this Quarterly Report on Form 10-Q are made as of the date of the filing of this Quarterly Report on Form 10-Q, and we assume no obligation to update any such forward-looking statements or reasons why actual results may differ. The following discussion should be read in conjunction with our condensed consolidated financial statements and notes thereto appearing in Part I, Item 1 of this Quarterly Report on Form 10-Q.

1

Summary Risk Factors

The below summary of risk factors provides an overview of many of the risks we are exposed to in the normal course of our business activities. As a result, the below summary risks do not contain all of the information that may be important to you, and you should read the summary risks together with the more detailed discussion of risks set forth following this section under the heading “Risk Factors,” as well as elsewhere in this Quarterly Report on Form 10-Q. Additional risks, beyond those summarized below or discussed elsewhere in this Quarterly Report on Form 10-Q, may apply to our activities or operations as currently conducted or as we may conduct them in the future or in the markets in which we operate or may in the future operate. Consistent with the foregoing, we are exposed to a variety of risks, including risks associated with the following:

Risks Related to Our Business and Industry

•We have grown rapidly in our recent past and we expect to continue to invest in our growth. If we are unable to manage our growth effectively, our revenue and profits could be adversely affected.

•Our revenue growth and ability to sustain profitability depends on being able to expand and retain our skilled talent base and increase their productivity, particularly with respect to our direct sales force and software engineers.

•The outbreak and subsequent resurgences of the COVID-19 pandemic around the world have impacted our business and operating results and the duration and extent of any adverse impact from the COVID-19 pandemic, or other similar health crises, on our future operating results remain uncertain.

•If we are unable to develop, release, and gain market acceptance of product and service enhancements and new products and services to respond to rapid technological change in a timely and cost-effective manner, or if we are unable to develop a successful business model to sell those products and services we have acquired or integrate such products or services into our existing products and services, our business, operating results, and financial condition could be adversely affected.

•We have incurred net losses in the past, anticipate increasing our operating expenses in the future, and may not sustain profitability.

•We derive a large portion of our revenue from our software platform, and our future growth is dependent on its success.

•Acquisitions of, or investments in, other companies, products, or technologies have required, and could continue to require, significant management attention and could disrupt our business, dilute stockholder value, and adversely affect our operating results.

•If we are unable to attract new customers, expand sales to existing customers, both domestically and internationally, or maintain the subscription amount or subscription term of renewing customers, our revenue growth could be slower than we expect or our revenue may decline and our business may be harmed.

•We face intense and increasing competition, and we may not be able to compete effectively, which could reduce demand for our platform and adversely affect our business, revenue growth, and market share.

•If the market for analytics products and services fails to grow as we expect, or if businesses fail to adopt our platform, our business, operating results, and financial condition could be adversely affected.

•The competitive position of our software platform depends in part on its ability to operate with third-party products and services, and if we are not successful in maintaining and expanding the compatibility of our platform with such third-party products and services, our business, financial position, and operating results could be adversely impacted.

•We use channel partners and if we are unable to establish and maintain successful relationships with them, our business, operating results, and financial condition could be adversely affected.

•We depend on technology and data licensed to us by third parties that may be difficult to replace or cause errors or failures that may impair or delay implementation of our products and services or force us to pay higher license fees.

•As we continue to pursue sales to large enterprises, our sales cycle, forecasting processes, and deployment processes may become more unpredictable and require greater time and expense.

•Our long-term success depends, in part, on our ability to expand the licensing of our software platform to customers located outside of the United States and our current, and any further, expansion of our international operations exposes us to risks that could have a material adverse effect on our business, operating results, and financial condition.

•If we fail to develop, maintain, and enhance our brand and reputation cost-effectively, our business and financial condition may be adversely affected.

•Our sales are generally more heavily weighted toward the end of each quarter which could cause our billings and revenue to fall below expected levels.

2

•Our operating results may fluctuate from quarter to quarter, which makes our future results difficult to predict.

•Over the past several years, we have undergone, and may continue to experience, changes to our senior management team and if we are unable to integrate new members of our senior management team, or if we lose the services of any of our senior management or other key personnel, our business, operating results, and financial condition could be adversely affected.

Risks Related to Information Technology, Intellectual Property, and Data Security and Privacy

•We have experienced, and may in the future experience, security breaches and if unauthorized parties obtain access to our customers’ data, our data, or our platform, networks, or other systems, our platform may be perceived as not being secure, our reputation may be harmed, demand for our platform may be reduced, our operations may be disrupted, we may incur significant legal liabilities, and our business could be materially adversely affected.

•Cybersecurity risks and cyber incidents could result in the compromise of confidential data or critical data systems and give rise to potential harm to customers, remediation and other expenses under consumer protection laws or other laws or common law theories, subject us to litigation and federal and state governmental inquiries, damage our reputation, and otherwise be disruptive to our business and operations.

•Business disruptions or performance problems associated with our technology and infrastructure, including interruptions, delays, or failures in service from our third-party data center hosting facility and other third-party services, could adversely affect our operating results or result in a material weakness in our internal controls.

•Failure to protect our intellectual property could adversely affect our business.

Risks Related to Legal, Regulatory, Accounting, and Tax Matters

•Current and future litigation could have a material adverse impact on our operating results and financial condition.

•We may require additional capital to fund our business and support our growth, and any inability to generate or obtain such capital may adversely affect our operating results and financial condition.

Risks Related to Ownership of Our Class A Common Stock

•The market price of our Class A common stock has been, and will likely continue to be, volatile, and you could lose all or part of the value of your investment.

•The dual class structure of our common stock has the effect of concentrating voting control with holders of our Class B common stock, including our directors, executive officers, and 5% stockholders and their affiliates, which limits or precludes your ability to influence corporate matters, including the election of directors and the approval of any change of control transaction.

3

PART I: FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (unaudited).

Alteryx, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except per share data)

(unaudited)

	Three Months Ended March 31,
	2022		2021
Revenue:
Subscription-based software license	$	63,089	$	43,358
PCS and services	94,852		75,401
Total revenue	157,941		118,759
Cost of revenue:
Subscription-based software license	2,102		1,249
PCS and services	22,139		9,592
Total cost of revenue	24,241		10,841
Gross profit	133,700		107,918
Operating expenses:
Research and development	50,150		31,322
Sales and marketing	115,610		71,907
General and administrative	59,440		33,500
Impairment of long-lived assets	8,239		—
Total operating expenses	233,439		136,729
Loss from operations	(99,739)		(28,811)
Interest expense	(2,390)		(9,598)
Other expense, net	(1,950)		(1,254)
Loss before provision for income taxes	(104,079)		(39,663)
Provision for income taxes	1,488		993
Net loss	$	(105,567)	$	(40,656)
Net loss per share attributable to common stockholders, basic	$	(1.56)	$	(0.61)
Net loss per share attributable to common stockholders, diluted	$	(1.56)	$	(0.61)
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic	67,826		66,932
Weighted-average shares used to compute net loss per share attributable to common stockholders, diluted	67,826		66,932
Other comprehensive income (loss), net of tax:
Net unrealized holding gain (loss) on investments, net of tax	(2,151)		(598)
Foreign currency translation adjustments	2,180		(662)
Other comprehensive income (loss), net of tax	29		(1,260)
Total comprehensive loss	$	(105,538)	$	(41,916)

The accompanying notes are an integral part of these condensed consolidated financial statements

4

Alteryx, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except par value)

(unaudited)

	March 31, 2022		December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	147,138	$	152,375
Short-term investments	311,236		506,874
Accounts receivable, net	77,514		192,318
Prepaid expenses and other current assets	85,658		81,360
Total current assets	621,546		932,927
Property and equipment, net	72,124		71,270
Operating lease right-of-use assets	94,343		102,681
Long-term investments	139,889		343,213
Goodwill	398,921		57,415
Intangible assets, net	70,637		21,737
Other assets	79,228		70,445
Total assets	$	1,476,688	$	1,599,688
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	10,921	$	8,086
Accrued payroll and payroll related liabilities	40,187		61,391
Accrued expenses and other current liabilities	51,369		53,917
Deferred revenue	176,604		208,154
Convertible senior notes, net	84,247		77,400
Total current liabilities	363,328		408,948
Convertible senior notes, net	790,729		686,016
Operating lease liabilities	75,660		78,784
Other liabilities	16,378		23,186
Total liabilities	1,246,095		1,196,934
Stockholders’ equity:
Preferred stock, $0.0001 par value: 10,000 shares authorized as of March 31, 2022 and December 31, 2021, respectively; no shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively	—		—
Common stock, $0.0001 par value: 500,000 Class A shares authorized, 60,389 and 59,771 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively; 500,000 Class B shares authorized, 7,739 and 7,763 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively	7		7
Additional paid-in capital	466,318		598,710
Accumulated deficit	(230,227)		(190,429)
Accumulated other comprehensive loss	(5,505)		(5,534)
Total stockholders’ equity	230,593		402,754
Total liabilities and stockholders’ equity	$	1,476,688	$	1,599,688

The accompanying notes are an integral part of these condensed consolidated financial statements

5

Alteryx, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(in thousands)

(unaudited)

	Three Months Ended March 31, 2022
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total
	Shares	Amount
Balances at December 31, 2021	67,534	$	7	$	598,710	$	(190,429)	$	(5,534)	$	402,754
Adoption of ASU 2020-06	—	—		(176,964)		65,769		—		$	(111,195)
Shares issued pursuant to restricted stock unit awards, net of tax withholdings related to vesting of restricted stock units	434	—		(14,126)		—		—		$	(14,126)
Exercise of stock options and issuance of shares in connection with employee stock purchase plan	160	—		4,741		—		—		4,741
Stock-based compensation	—	—		53,957		—		—		53,957
Cumulative translation adjustment	—	—		—		—		2,180		2,180
Unrealized loss on investments	—	—		—		—		(2,151)		(2,151)
Net loss	—	—		—		(105,567)		—		(105,567)
Balances at March 31, 2022	68,128	$	7	$	466,318	$	(230,227)	$	(5,505)	$	230,593

The accompanying notes are an integral part of these condensed consolidated financial statements

6

Alteryx, Inc.

Condensed Consolidated Statements of Stockholders’ Equity (continued)

(in thousands)

(unaudited)

	Three Months Ended March 31, 2021
	Common Stock			Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Gain (Loss)		Total
	Shares	Amount
Balances at December 31, 2020	66,742	$	7	$	489,025	$	(10,748)	$	(1,493)	$	476,791
Shares issued pursuant to restricted stock unit awards, net of tax withholdings related to vesting of restricted stock units	204	—		(13,071)		—		—		(13,071)
Exercise of stock options and issuance of shares in connection with employee stock purchase plan	125	—		5,243		—		—		5,243
Stock-based compensation	—	—		24,439		—		—		24,439
Cumulative translation adjustment	—	—		—		—		(662)		(662)
Unrealized gain on investments	—	—		—		—		(598)		(598)
Net loss	—	—		—		(40,656)		—		(40,656)
Balances at March 31, 2021	67,071	$	7	$	505,636	$	(51,404)	$	(2,753)	$	451,486

The accompanying notes are an integral part of these condensed consolidated financial statements

7

Alteryx, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Three Months Ended March 31,
	2022		2021
Cash flows from operating activities:
Net loss	$	(105,567)	$	(40,656)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	7,389		3,683
Non-cash operating lease cost	5,152		3,022
Stock-based compensation	45,162		24,439
Amortization of discounts and premiums on investments, net	477		1,324
Amortization of debt discount and issuance costs	780		7,992
Deferred income taxes	360		433
Impairment of long-lived assets	8,239		—
Other non-cash operating activities, net	4,649		153
Changes in operating assets and liabilities, net of effect of business acquisitions:
Accounts receivable	120,727		76,680
Deferred commissions	1,281		451
Prepaid expenses, other current assets, and other assets	(9,516)		(16,253)
Accounts payable	1,854		761
Accrued payroll and payroll related liabilities	(26,391)		(13,924)
Accrued expenses, other current liabilities, operating lease liabilities, and other liabilities	(7,860)		(8,271)
Deferred revenue	(37,918)		(13,866)
Net cash provided by operating activities	8,818		25,968
Cash flows from investing activities:
Purchases of property and equipment	(9,301)		(5,643)
Cash paid in business acquisition, net of cash acquired	(389,769)		—
Purchases of investments	(38,106)		(144,701)
Sales and maturities of investments	433,190		214,955
Net cash provided by (used in) investing activities	(3,986)		64,611
Cash flows from financing activities:
Proceeds from exercise of stock options	4,741		5,243
Minimum tax withholding paid on behalf of employees for restricted stock units	(14,126)		(13,071)
Net cash used in financing activities	(9,385)		(7,828)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(684)		(207)
Net increase (decrease) in cash, cash equivalents and restricted cash	(5,237)		82,544
Cash, cash equivalents and restricted cash—beginning of period	154,623		173,665
Cash, cash equivalents and restricted cash—end of period	$	149,386	$	256,209

The accompanying notes are an integral part of these condensed consolidated financial statements

8

Alteryx, Inc.

Condensed Consolidated Statements of Cash Flows (continued)

(in thousands)

(unaudited)

	Three Months Ended March 31,
	2022		2021
Supplemental disclosure of cash flow information:
Cash paid for interest	$	3,000	$	3,000
Cash paid for income taxes	$	1,110	$	716
Cash paid for amounts included in the measurement of operating lease liabilities	$	7,027	$	3,447
Supplemental disclosure of noncash investing and financing activities:
Property and equipment recorded in accounts payable and accrued expenses and other current liabilities	$	6,277	$	2,664
Right-of-use assets obtained in exchange for new operating lease liabilities	$	2,727	$	2,624

The accompanying notes are an integral part of these condensed consolidated financial statements

9

Alteryx, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Business

Our Company

Alteryx, Inc. and its subsidiaries, or we, our, or us, is a leader in Analytic Process Automation, or APA. The Alteryx Analytic Process Automation, or Alteryx APA, software platform unifies analytics, data science and business process automation in one self-service platform to accelerate digital transformation, deliver high-impact business outcomes, accelerate the democratization of data, and rapidly upskill modern workforces. Data workers, regardless of technical acumen, are empowered to be curious and solve problems. With the Alteryx APA software platform, users can automate the full range of analytics, data science and processes, embed intelligent decision-making and actions, and empower their organization to enable top and bottom line impact, efficiency gains, and rapid upskilling.

Basis of Presentation

Our unaudited interim condensed consolidated financial statements are presented in accordance with accounting standards generally accepted in the United States of America, or U.S. GAAP, for interim financial information. Certain information and disclosures normally included in consolidated financial statements presented in accordance with U.S. GAAP have been condensed or omitted. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission, or SEC, on February 15, 2022. The unaudited interim condensed consolidated financial statements have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and reflect all adjustments which are, in the opinion of our management, of a normal recurring nature and necessary for a fair statement of the condensed consolidated financial statements. All intercompany accounts and transactions have been eliminated in consolidation.

The operating results for the three months ended March 31, 2022 are not necessarily indicative of the results expected for the full year ending December 31, 2022.

2. Significant Accounting Policies

Other than as described below, there have been no changes to our accounting policies disclosed in our audited consolidated financial statements and the related notes for the year ended December 31, 2021.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates and assumptions.

On an ongoing basis, our management evaluates these estimates and assumptions, including those related to determination of standalone selling prices of our products and services, income tax valuations, stock-based compensation, and goodwill and intangible assets valuations and recoverability. We base our estimates on historical data and experience, as well as various other factors that our management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities.

Operating Segments

Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the Chief Operating Decision Maker, or CODM, who is our chief executive officer, in deciding how to allocate resources and assess our financial and operational performance. Our CODM evaluates our financial information and resources and assesses the performance of these resources on a consolidated and aggregated basis. As a result, we have determined that our business operates in a single operating segment.

10

Recently Adopted Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, or ASU 2020-06, which simplifies the accounting for convertible instruments by removing certain separation models required under current U.S. GAAP, including the beneficial conversion feature and cash conversion models. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it requires the use of the if-converted method when calculating diluted earnings per share. This guidance became effective for us for annual reporting periods beginning after December 15, 2021 and for interim periods within those annual periods, and can be applied utilizing either a modified or full retrospective transition method. We have historically accounted for our Notes (as defined and described in Note 8, Convertible Senior Notes) utilizing the cash conversion model. Effective January 1, 2022, we adopted ASU 2020-06 using the modified retrospective approach, which resulted in a decrease to accumulated deficit of $65.8 million, a decrease to additional paid-in capital of $177.0 million, a decrease to property and equipment, net, of $0.4 million, and an increase to current and long-term convertible senior notes, net, of $6.8 million and $104.0 million, respectively. Interest expense recognized in future periods will be reduced as a result of accounting for the convertible debt instruments as a single liability measured at their amortized cost.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, or ASU 2021-08, which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with Accounting Standards Codification, or ASC, Topic 606. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022 and early adoption is permitted. Effective January 1, 2022, we early adopted this standard on a prospective basis. The impact of adoption of this standard on our condensed consolidated financial statements was not material.

3. Revenue

Disaggregation of Revenue

The disaggregation of revenue by region was as follows (in thousands):

	Three Months Ended March 31,
	2022		2021
Revenue by region:
United States	$	110,033	$	77,237
International	47,908		41,522
Total	$	157,941	$	118,759

Revenue attributable to the United Kingdom comprised 13.1% of the total revenue for the three months ended March 31, 2021. Other than the United Kingdom for the three months ended March 31, 2021, no other country outside the United States comprised more than 10% of revenue for any of the periods presented. Our operations outside the United States include sales offices in Australia, Canada, France, Germany, Japan, Singapore, the United Arab Emirates, and the United Kingdom, and research and development centers in Australia, the Czech Republic, India, and Ukraine. Revenue by location is determined by the billing address of the customer.

Revenue related to our subscription-based software licenses is recognized at a point in time when the platform is first made available to the customer, or the beginning of the subscription term, if later. Revenue related to post-contract support, or PCS, service, and hosted services is recognized ratably over the subscription term, with the exception of professional services related to training services. Revenue related to professional services is recognized at a point in time as the services are performed and represents less than 5% of total revenue for all periods presented.

Contract Assets and Contract Liabilities

Timing may differ between the satisfaction of performance obligations and the invoicing and collection of amounts related to our contracts with customers. Contract assets primarily relate to unbilled amounts for contracts with customers for which the amount of revenue recognized exceeds the amount billed to the customer. Contract assets are transferred to accounts receivable when the right to invoice becomes unconditional. Contract liabilities, or deferred revenue, are recorded for amounts that are collected in advance of the satisfaction of performance obligations.

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As of March 31, 2022, our contract assets are expected to be transferred to receivables within the next 12 to 24 months and, with respect to these contract assets, $21.7 million is included in prepaid expenses and other current assets and $31.9 million is included in other assets on our condensed consolidated balance sheet. As of December 31, 2021, we had contract assets of $22.0 million included in prepaid expenses and other current assets and $20.5 million included in other assets on our consolidated balance sheet. There were no impairments of contract assets during each of the three months ended March 31, 2022 and 2021.

As of March 31, 2022, we had deferred revenue of $176.6 million included in current deferred revenue and $3.6 million included in other liabilities on our condensed consolidated balance sheet. As of December 31, 2021, we had deferred revenue of $208.2 million included in current deferred revenue and $2.7 million included in other liabilities on our consolidated balance sheet. During the three months ended March 31, 2022 and 2021, we recognized $83.2 million and $51.8 million, respectively, of revenue related to amounts that were included in deferred revenue as of December 31, 2021 and 2020, respectively.

We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. This primarily consists of sales commissions and partner referral fees that are earned upon execution of the related contracts. We amortize these deferred commissions, which include partner referral fees, proportionate with related revenues over the benefit period. A summary of the activity impacting our deferred commissions during the three months ended March 31, 2022 and 2021 is presented below (in thousands):

	Three Months Ended March 31,
	2022		2021
Beginning balance(1)	$	69,817	$	51,186
Additional deferred commissions	10,968		9,101
Amortization of deferred commissions(2)	(13,028)		(9,558)
Effects of foreign currency translation	(286)		(102)
Ending balance	$	67,471	$	50,627

(1) Of the amount of commissions deferred as of January 1, 2022, $6.3 million was paid in shares of the Company’s Class A common stock in the three months ended March 31, 2022.

(2) Of the amount amortized from deferred commissions during the three months ended March 31, 2022, $0.2 million was paid in shares of the Company’s Class A common stock in the three months ended March 31, 2022 and is included in stock-based compensation.

As of March 31, 2022 and 2021, $30.8 million and $25.2 million, respectively, of our deferred commissions were expected to be amortized within the next 12 months and therefore were included in prepaid expenses and other current assets. The remaining amount of our deferred commissions is included in other assets. There were no impairments of assets related to deferred commissions during each of the three months ended March 31, 2022 and 2021. There were no assets recognized related to the costs to fulfill contracts during each of the three months ended March 31, 2022 and 2021 as these costs were not material.

Remaining Performance Obligations

Transaction price allocated to the remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue on our condensed consolidated balance sheets and unbilled amounts that will be recognized as revenue in future periods. As of March 31, 2022, we had an aggregate transaction price of $445.2 million allocated to unsatisfied performance obligations related primarily to PCS, cloud-based offerings, and subscriptions to third-party syndicated data. We expect to recognize $412.0 million as revenue over the next 24 months, with the remaining amount recognized thereafter.

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4. Business Combinations

2022 Acquisitions

Trifacta Inc.

On February 7, 2022, we acquired 100% of the outstanding equity of Trifacta Inc., or Trifacta, pursuant to an Agreement and Plan of Merger, dated January 6, 2022, or the Trifacta Merger Agreement. The acquisition was made to augment our product and go-to-market teams and acquire developed technology to advance our cloud-based functionalities. The aggregate consideration payable in exchange for all of the outstanding equity interests in Trifacta, subject to customary adjustments set forth in the Trifacta Merger Agreement, was $403.1 million. While certain purchase price adjustments were completed as of the closing, additional customary adjustments may be effected pursuant to the terms of the Trifacta Merger Agreement post-closing.

In connection with the acquisition, we entered into employment and share-based compensation agreements with certain employees of Trifacta, which include up to $75.0 million in equity-based incentive awards, subject to continued employment over a period of 36 months. We additionally held back $9.2 million of the purchase price that will vest and become payable to certain key employees in three annual installments based on each such employee’s continued service. As both the awards and hold back arrangements are subject to the continued employment of the employees, they were excluded from the purchase consideration and will be recognized as post-acquisition compensation. The transaction costs associated with the acquisition were approximately $11.3 million, of which $7.8 million was incurred during the three months ended March 31, 2022 and was recorded in general and administrative expense.

We accounted for the acquisition using the acquisition method of accounting, which requires the assets acquired and liabilities assumed to be recorded at the date of acquisition at their respective estimated fair values. The preliminary allocation of purchase consideration to the estimated fair values of the assets acquired and liabilities assumed as of the date of acquisition is as follows (in thousands):

	Fair Value
Cash and cash equivalents	$	13,360
Accounts receivable, net	6,916
Other current and non-current assets	9,715
Goodwill	341,287
Intangible assets, net	51,000
Accounts payable, accrued expenses and other current and non-current liabilities	(10,798)
Deferred revenue	(8,351)
Net assets acquired	$	403,129

The excess of the purchase consideration over the fair value of other assets acquired and liabilities assumed was recorded as goodwill. The resulting goodwill is primarily attributed to the assembled workforce and expanded market opportunities, including integrating the Trifacta product offering with existing Company product offerings. The goodwill has no basis for U.S. income tax purposes. The fair values assigned to assets acquired and liabilities assumed are preliminary based on management’s estimates and assumptions and may be subject to change as additional information is received and certain tax matters are finalized.

The following table sets forth the fair values of the components of identifiable intangible assets acquired (in thousands) and their estimated useful lives (in years) as of the date of acquisition:

	Fair Value		Useful Life
Completed technology	$	48,500	7
Customer relationships	1,000		3
Trade names	1,500		3
Total intangible assets subject to amortization	$	51,000

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We determined the fair value of the developed technology acquired using the multi-period excess earnings model, which is a variation of the income approach that estimates the value of the assets based on the present value of the incremental after-tax cash flow attributable only to the intangible assets. This model utilizes certain unobservable inputs classified as Level 3 measurements as defined by ASC 820, Fair Value Measurements and Disclosures, or ASC 820. Key inputs utilized in the models include a discount rate of 16.5% and estimated revenue and expense forecasts.

The operations of Trifacta are included in our operating results from the date of acquisition. We have not disclosed the amount of revenue or earnings related to the Trifacta acquisition as the operations of Trifacta were integrated into the operations of our company from the date of acquisition, and thus it would be immaterial or impractical to do so. In addition, the unaudited pro forma results of operations assuming the Trifacta acquisition had taken place at the beginning of each period are not provided as the historical operating results of Trifacta were not material.

2021 Acquisitions

Hyper Anna Pty. Ltd.

On October 6, 2021, we acquired 100% of the outstanding equity of Hyper Anna Pty. Ltd., or Hyper Anna, pursuant to an Agreement for the Sale and Purchase of Shares, dated as of October 6, 2021, or the Hyper Anna Purchase Agreement. The acquisition was made to augment our research and development team and acquire certain developed technology.

The aggregate consideration payable in exchange for all of the outstanding equity interests in Hyper Anna, net of customary adjustments set forth in the Hyper Anna Purchase Agreement, was $24.9 million in cash. This includes $3.0 million and $2.0 million of cash consideration held back for customary indemnification matters for a period of 24 months and 36 months, respectively, following the acquisition date.

In connection with the acquisition, we entered into employment agreements with certain employees from Hyper Anna, which include up to $16.8 million in equity incentive awards based on continued employment over a period of 36 months. As the awards are subject to the continued employment of the employees, they were excluded from the purchase consideration, and will be recognized as post-acquisition compensation.

The purchase consideration for the acquisition of $24.9 million consisted of $10.6 million in developed technology, which is tax deductible; $10.5 million of goodwill; and $3.8 million of net assets assumed.

We determined the fair value of the developed technology acquired using the multi-period excess earnings model, which is a variation of the income approach that estimates the value of the assets based on the present value of the incremental after-tax cash flow attributable only to the intangible assets. This model utilizes certain unobservable inputs classified as Level 3 measurements as defined by ASC 820. Key inputs utilized in the models include a discount rate of 29% and estimated revenue and expense forecasts. Based on the valuation model, we determined the fair value of the developed technology to be $10.6 million with an amortization period of 7 years.

Lore IO, Inc.

On October 21, 2021, we acquired 100% of the outstanding equity of Lore IO, Inc., or Lore IO, pursuant to an Agreement and Plan of Merger, dated as of October 18, 2021, or the Lore IO Merger Agreement. The acquisition was made to augment our research and development team. The aggregate consideration payable in exchange for all of the outstanding equity interests of Lore IO was $10.0 million in cash, subject to customary adjustments set forth in the Lore IO Merger Agreement.

In connection with the acquisition, we entered into employment agreements with certain employees from Lore IO, which include up to $11.1 million in equity incentive awards based on continued employment over a period of 36 months. As the awards are subject to the continued employment of the employees, they were excluded from the purchase consideration and will be recognized as post-acquisition compensation.

The purchase consideration for the acquisition of $10.0 million consisted of $10.0 million of goodwill, which is not tax deductible, and immaterial net assets assumed.

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5. Fair Value Measurements

Instruments Measured at Fair Value on a Recurring Basis. The following tables present our cash and cash equivalents’ and investments’ costs, gross unrealized gains (losses), and fair value by major security type recorded as cash and cash equivalents or short-term or long-term investments as of March 31, 2022 and December 31, 2021 (in thousands):

 

	As of March 31, 2022
	Cost		Net Unrealized Gains (Losses)		Fair Value		Cash and Cash Equivalents		Short-term Investments		Long-term Investments
Cash	$	66,068	$	—	$	66,068	$	66,068	$	—	$	—
Level 1:
Money market funds	$	26,596	$	—	$	26,596	$	26,596	$	—	$	—
Subtotal	$	26,596	$	—	$	26,596	$	26,596	$	—	$	—
Level 2:
Commercial paper	$	167,867	$	(255)	$	167,612	$	45,978	$	121,634	$	—
Certificates of deposit	3,500		(49)		3,451		—		3,451		—
U.S. Treasury and agency bonds	268,589		(2,924)		265,665		8,496		138,370		118,799
Corporate bonds	68,858		(737)		68,121		—		47,781		20,340
Subtotal	$	508,814	$	(3,965)	$	504,849	$	54,474	$	311,236	$	139,139
Level 3:	$	—	$	—	$	—	$	—	$	—	$	—
Total	$	601,478	$	(3,965)	$	597,513	$	147,138	$	311,236	$	139,139
	As of December 31, 2021
	Cost		Net Unrealized Gains (Losses)		Fair Value		Cash and Cash Equivalents		Short-term Investments		Long-term Investments
Cash	$	68,579	$	—	$	68,579	$	68,579	$	—	$	—
Level 1:
Money market funds	$	15,382	$	—	$	15,382	$	15,382	$	—	$	—
Subtotal	$	15,382	$	—	$	15,382	$	15,382	$	—	$	—
Level 2:
Commercial paper	$	308,250	$	(97)	$	308,153	$	68,414	$	239,739	$	—
Certificates of deposit	3,500		(3)		3,497		—		—		3,497
U.S. Treasury and agency bonds	459,960		(1,264)		458,696		—		189,243		269,453
Corporate bonds	148,605		(450)		148,155		—		77,892		70,263
Subtotal	$	920,315	$	(1,814)	$	918,501	$	68,414	$	506,874	$	343,213
Level 3:	$	—	$	—	$	—	$	—	$	—	$	—
Total	$	1,004,276	$	(1,814)	$	1,002,462	$	152,375	$	506,874	$	343,213

All long-term investments had maturities between one and two years in duration as of March 31, 2022.

As of March 31, 2022, we had gross unrealized losses of $4.0 million with respect to our available-for-sale securities, and we do not intend to sell, nor is it more likely than not that we will be required to sell, these investments before recovery of their amortized cost basis. These gross unrealized losses were classified in accumulated other comprehensive loss in our condensed consolidated balance sheets as of March 31, 2022.

Instruments Not Recorded at Fair Value on a Recurring Basis. We estimate the fair value of our Notes carried at face value, less unamortized discount and issuance costs, quarterly for disclosure purposes. The estimated fair value of our Notes is determined by Level 2 inputs and is based on observable market data including prices for similar instruments. As of March 31, 2022 and December 31, 2021, the fair value of our Notes was $864.9 million and $857.3 million, respectively. The carrying amounts of our cash, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued liabilities approximate their current fair value because of their nature and relatively short maturity dates or durations.

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6. Allowance for Doubtful Accounts and Sales Reserves

The following table summarizes the changes in the allowance for doubtful accounts and sales reserve included in accounts receivable and contract assets in our condensed consolidated balance sheets (in thousands):

	Accounts Receivable Reserve				Contract Asset Reserve
	Three Months Ended March 31,				Three Months Ended March 31,
	2022		2021		2022		2021
Beginning Balance	$	3,546	$	3,114	$	1,479	$	2,438
Provision	319		371		131		574
Recoveries	(94)		(359)		(25)		(64)
Charge-offs	(196)		(148)		(8)		(8)
Ending Balance	$	3,575	$	2,978	$	1,577	$	2,940

7. Goodwill and Intangible Assets

The change in carrying amount of goodwill for the three months ended March 31, 2022 was as follows (in thousands):

Goodwill as of December 31, 2021	$	57,415
Goodwill recorded in connection with acquisition	341,287
Effects of foreign currency translation	219
Goodwill as of March 31, 2022	$	398,921

Intangible assets consisted of the following (in thousands, except years):

	As of March 31, 2022
	Remaining Weighted-Average Useful Life in Years	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Customer relationships	2.9	$	2,605	$	(961)	$	1,644
Completed technology	6.3	81,131		(13,614)		67,517
Trade names	2.9	1,500		(24)		1,476
		$	85,236	$	(14,599)	$	70,637
	As of December 31, 2021
	Remaining Weighted-Average Useful Life in Years	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Customer relationships	3.1	$	1,557	$	(862)	$	695
Completed technology	5.1	32,337		(11,295)		21,042
		$	33,894	$	(12,157)	$	21,737

We classified intangible asset amortization expense in the accompanying condensed consolidated statements of operations and comprehensive loss as follows (in thousands):

	Three Months Ended March 31,
	2022		2021
Cost of revenue	$	2,312	$	1,082
Sales and marketing	95		58
Total	$	2,407	$	1,140

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The following table presents our estimates of remaining amortization expense for finite-lived intangible assets at March 31, 2022 (in thousands):

Remainder of 2022	$	10,709
2023	11,924
2024	11,274
2025	9,937
2026	9,462
Thereafter	17,331
Total amortization expense	$	70,637

8. Convertible Senior Notes

The following table presents details of our convertible senior notes, which are further discussed below (original principal in thousands):

	Month Issued	Maturity Date	Original Principal (including over-allotment)		Coupon Interest Rate		Effective Interest Rate(1)		Conversion Rate		Initial Conversion Price
2023 Notes	May and June 2018	June 1, 2023	$	230,000	0.5	%	1.01	%	$	22.5572	$	44.33
2024 Notes	August 2019	August 1, 2024	$	400,000	0.5	%	0.93	%	$	5.2809	$	189.36
2026 Notes	August 2019	August 1, 2026	$	400,000	1.0	%	1.32	%	$	5.2809	$	189.36

(1) Prior to the adoption of ASU 2020-06, our effective interest rates were 7.00% for the 2023 Notes, 4.96% for the 2024 Notes, and 5.41% for the 2026 Notes due to the discount on the Notes related to the component previously allocated to equity.

As further defined and described below, the 2024 Notes and the 2026 Notes are together referred to as the 2024 & 2026 Notes, and the 2023 Notes and the 2024 & 2026 Notes are collectively referred to as the Notes.

In May and June 2018, we sold $230.0 million aggregate principal amount of our 0.50% Convertible Senior Notes due 2023, or the 2023 Notes, including the initial purchasers’ exercise in full of their option to purchase an additional $30.0 million of the 2023 Notes, in a private offering to qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act of 1933, as amended, or the Act. The 2023 Notes are our senior, unsecured obligations, and interest is payable semi-annually in arrears on June 1 and December 1 of each year beginning December 1, 2018.

In August 2019, we sold $400.0 million aggregate principal amount of our 0.50% Convertible Senior Notes due 2024, or the 2024 Notes, and $400.0 million aggregate principal amount of our 1.00% Convertible Senior Notes due 2026, or the 2026 Notes, including the initial purchasers’ exercise in full of their options to purchase an additional $50.0 million of the 2024 Notes and an additional $50.0 million of the 2026 Notes, in a private offering to qualified institutional buyers pursuant to Rule 144A promulgated under the Act. The 2024 & 2026 Notes are our senior, unsecured obligations, and interest is payable semi-annually in arrears on February 1 and August 1 of each year beginning February 1, 2020.

Prior to the close of business on the business day immediately preceding March 1, 2023, or the 2023 Conversion Date, in the case of the 2023 Notes, or May 1, 2024, or the 2024 Conversion Date, in the case of the 2024 Notes, or May 1, 2026, or the 2026 Conversion Date, in the case of the 2026 Notes, the respective Notes are convertible at the option of holders only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the relevant maturity date. The applicable conversion rate is subject to customary adjustments for certain events as described in the applicable indenture between us and U.S. Bank National Association, as trustee, or, collectively, the Indentures. Upon conversion, the Notes may be settled in shares of our Class A common stock, cash or a combination of cash and shares of our Class A common stock, at our election. It is our current intent to settle the principal amount of the Notes with cash. During the years ended December 31, 2019 and 2020, a portion of the 2023 Notes were exchanged, as further discussed below.

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Prior to the close of business on the business day immediately preceding the applicable Conversion Date, the applicable series of Notes is convertible at the option of the holders under the following circumstances:

•during any calendar quarter commencing after the calendar quarter subsequent to the calendar quarter in which the applicable series of Notes was issued (and only during such calendar quarter), if the last reported sale price of our Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the applicable conversion price of the applicable series of Notes on each applicable trading day;

•during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the applicable series of Notes for each day of that five day consecutive trading day period was less than 98% of the product of the last reported sale price of our Class A common stock and the applicable conversion rate of the applicable series of Notes on such applicable trading day; or

•upon the occurrence of specified corporate events described in the applicable Indenture.

For at least 20 trading days during the period of 30 consecutive trading days ending March 31, 2022, the last reported sale price of our Class A common stock was greater than or equal to 130% of the conversion price of the 2023 Notes on each applicable trading day. As a result, the 2023 Notes are convertible at the option of the holders during the quarter ending June 30, 2022 and were classified as current liabilities on the condensed consolidated balance sheet as of March 31, 2022. As of March 31, 2022, the if-converted value of the 2023 Notes exceeded its principal amount by $52.0 million. As of March 31, 2022, the 2024 & 2026 Notes were not currently convertible.

We may not redeem any series of Notes prior to the relevant maturity date. Holders of any series of Notes have the right to require us to repurchase for cash all or a portion of their applicable series of Notes, at 100% of its respective principal amount, plus any accrued and unpaid interest, upon the occurrence of a fundamental change as defined in the applicable Indenture for such series of Notes. We are also required to increase the conversion rate for holders who convert their Notes in connection with certain corporate events occurring prior to the relevant maturity date.

The Notes are our senior unsecured obligations and rank senior in right of payment to any of our indebtedness and other liabilities that are expressly subordinated in right of payment to the Notes, equal in right of payment among all series of Notes and to any other existing and future indebtedness and other liabilities that are not subordinated, effectively junior in right of payment to any of our secured indebtedness and other liabilities to the extent of the value of the assets securing such indebtedness and other liabilities, and structurally junior in right of payment to all of our existing and future indebtedness and other liabilities (including trade payables) of our current or future subsidiaries.

Capped Call Transactions

In connection with the pricing of the 2023 Notes, we entered into privately negotiated capped call transactions with an affiliate of one of the initial purchasers of the 2023 Notes and other financial institutions. In connection with the pricing of the 2024 & 2026 Notes, we entered into privately negotiated capped call transactions with other financial institutions. The capped call transactions are expected generally to reduce or offset potential dilution to holders of our common stock and/or offset the potential cash payments that we could be required to make in excess of the principal amount upon any conversion of the applicable series of Notes under certain circumstances, with such reduction and/or offset subject to a cap based on the cap price. Under the capped call transactions, we purchased capped call options that in the aggregate relate to the total number of shares of our Class A common stock underlying the applicable series of Notes, with an initial strike price of approximately $44.33 per share in the case of the 2023 Notes, which corresponds to the initial conversion price of the 2023 Notes, and approximately $189.36 per share in the case of the 2024 & 2026 Notes, which corresponds to the initial conversion price of each of the 2024 & 2026 Notes. Further, the capped call options are subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the applicable series of Notes, and have a cap price of $62.22 per share in the case of the 2023 Notes, and $315.60 per share in the case of the 2024 & 2026 Notes. The cost of the purchased capped calls of $19.1 million in the case of the 2023 Notes and $87.4 million in the case of the 2024 & 2026 Notes was recorded as a reduction to additional paid-in-capital.

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We elected to integrate the applicable capped call options with the applicable series of Notes for federal income tax purposes pursuant to applicable U.S. Treasury Regulations. Accordingly, the $19.1 million gross cost of the purchased capped calls in the case of the 2023 Notes and the $87.4 million gross cost of the purchased capped calls in the case of the 2024 & 2026 Notes will be deductible for income tax purposes as original discount interest over the term of the 2023 Notes and the applicable series of the 2024 & 2026 Notes, respectively. We recorded deferred tax assets of $4.6 million with respect to the 2023 Notes and $20.9 million with respect to the 2024 & 2026 Notes, which represent the tax benefit of these deductions with an offsetting entry to additional paid-in capital. These deferred tax assets, as adjusted for activity through December 31, 2021, were written off as part of the ASU 2020-06 implementation.

In connection with the exchange agreements discussed below, we terminated a corresponding portion of the existing capped call transactions that we entered into in connection with the issuance of the 2023 Notes, which resulted in the net share settlement and our receipt and retirement of 285,466 shares of Class A common stock.

Exchange of 2023 Notes

In connection with the issuance of the 2024 & 2026 Notes discussed above, during the year ended December 31, 2019, we entered into exchange agreements with certain holders of our outstanding 2023 Notes and, using a portion of the net proceeds from the issuance of the 2024 & 2026 Notes, we exchanged $145.2 million principal amount, together with accrued and unpaid interest thereon, of the 2023 Notes for aggregate consideration of $145.4 million in cash, representing the principal and accrued interest of the exchanged 2023 Notes, and 2.2 million shares of Class A common stock. Other than this exchange, we have received immaterial requests for conversion since the 2023 Notes initially became convertible but did not receive any additional requests for conversion during the three months ended March 31, 2022.

The Notes consisted of the following (in thousands):

	As of March 31, 2022						As of December 31, 2021
	2023 Notes		2024 Notes		2026 Notes		2023 Notes		2024 Notes		2026 Notes
Liability:
Principal	$	84,748	$	400,000	$	400,000	$	84,748	$	400,000	$	400,000
Less: debt discount and issuance costs, net of amortization(1)	(501)		(3,979)		(5,292)		(7,348)		(42,941)		(71,043)
Net carrying amount	$	84,247	$	396,021	$	394,708	$	77,400	$	357,059	$	328,957
Equity, net of issuance costs(2)	$	—	$	—	$	—	$	46,473	$	69,749	$	93,380

(1) As of December 31, 2021, the debt discount component, net of amortization, which is not applicable under ASU 2020-06, was $6.7 million for the 2023 Notes, $38.6 million for the 2024 Notes, and $65.5 million for the 2026 Notes. See Note 2, Significant Accounting Policies, for additional information related to the adoption of this accounting standard.

(2) Not applicable under ASU 2020-06. See Note 2, Significant Accounting Policies, for additional information related to the adoption of this accounting standard.

The following table sets forth interest expense recognized related to the Notes (in thousands):

	Three Months Ended March 31,
	2022		2021
Contractual interest expense	$	1,606	$	1,606
Amortization of debt issuance costs and discount(1)	780		7,992
Total	$	2,386	$	9,598

(1) The aggregate amortization expense related to the equity component of our Notes, which is not applicable under ASU 2020-06, for the three months ended March 31, 2021 was $7.2 million.

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The following table sets forth future contractual obligations of contractual interest and principal related to the Notes (in thousands):

	Payments Due by Period
Remainder of 2022	$	3,424
2023	90,960
2024	406,000
2025	4,000
2026	404,000
Total principal and related contractual interest	$	908,384

9. Equity Awards

Stock Options

Stock option activity during the three months ended March 31, 2022 consisted of the following (in thousands, except weighted-average information):

	Options Outstanding	Weighted- Average Exercise Price
Options outstanding at December 31, 2021	2,008	$	65.05
Granted	—	—
Exercised	(69)	11.05
Canceled/forfeited	(28)	112.34
Options outstanding at March 31, 2022	1,911	$	66.31

There were no options granted during the three months ended March 31, 2022. As of March 31, 2022, there was $21.3 million of unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted-average period of 1.6 years.

Restricted Stock Units

Restricted stock unit, or RSU, and performance-based RSU, or PRSU, activity during the three months ended March 31, 2022 consisted of the following (in thousands, except weighted-average information):

	Awards Outstanding (1)	Weighted- Average Grant Date Fair Value (1)
RSUs outstanding at December 31, 2021	3,693	$	85.64
Granted	7,266	48.40
Vested	(664)	79.68
Canceled/forfeited	(254)	79.02
RSUs outstanding at March 31, 2022	10,041	$	59.25

(1) The table above includes restricted stock units with market, performance, and/or service conditions.

During the three months ended March 31, 2022, we granted 3.0 million market-based PRSUs to certain executives. These awards have an explicit service period of two years and a market performance period of seven years. The awards have six tranches, each representing a separate stock price hurdle. Provided the relevant stock price hurdle is met, each tranche will vest on the later of the (i) second anniversary of the grant date and (ii) certification date once the performance goal is achieved. The performance goal is defined as when the 60-trading day volume-weighted average price, or VWAP, equals or exceeds the relevant stock price hurdle.

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Awards subject to market conditions are valued on the date of grant using a Monte Carlo simulation valuation model. The grant date fair value of the market-based PRSUs, measured using a Monte Carlo simulation valuation model, was $109.7 million. The derived service period was also determined through use of the simulation model. Compensation cost associated with awards granted with market-based vesting conditions is recognized over the requisite service period for each tranche using the accelerated attribution method. The fair values of the market-based PRSUs granted have been estimated utilizing the following assumptions:

Underlying stock price at valuation date	$	54.24
Estimated volatility	53		%
Risk-free interest rate	2		%
Simulation term (in years)	7

During the three months ended March 31, 2022, we also granted PRSUs to certain executives with a grant date fair value of $5.3 million. These PRSUs are subject to vesting based on performance and service conditions and, assuming such conditions are met, will vest quarterly beginning in 2023 based upon the percentage achievement of certain annual recurring revenue targets or will otherwise be forfeited on December 31, 2022 if the targets are not met.

As of March 31, 2022, total unrecognized compensation expense related to unvested RSUs and PRSUs, including the market-based PRSUs described above, was approximately $524.0 million, which is expected to be recognized over a weighted-average period of 2.5 years.

We classified stock-based compensation expense in the accompanying condensed consolidated statements of operations and comprehensive loss as follows (in thousands): 

	Three Months Ended March 31,
	2022		2021
Cost of revenue	$	3,404	$	1,108
Research and development	11,174		6,325
Sales and marketing	15,220		7,045
General and administrative	15,364		9,961
Total	$	45,162	$	24,439

10. Leases

We have various non-cancelable operating leases for our corporate offices in California, Colorado, Massachusetts, Michigan, New York and Texas in the United States and Australia, Canada, the Czech Republic, France, Germany, Japan, Singapore, Ukraine, the United Arab Emirates, and the United Kingdom. These leases expire at various times through 2029. Certain lease agreements contain renewal options, rent abatement, and escalation clauses that are factored into our determination of lease payments when appropriate.

In March 2022, we ceased use of our previous corporate headquarters in Irvine, California and entered into a new sublease agreement for the remaining term of the underlying lease. As a result, we performed a recoverability test by comparing the future cash flows attributable to the asset group to the carrying value of the long-lived assets, including the right-of-use asset and fixed assets utilized by this facility. Based on this evaluation, we determined that long-lived assets with a carrying value of $11.6 million were no longer recoverable and recorded a right-of-use asset and fixed asset impairment of $6.1 million and $2.1 million, respectively.

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Lease Costs    

The following lease costs were included in our condensed consolidated statements of operations and comprehensive loss as follows (in thousands):

	Three Months Ended March 31,
	2022		2021
Operating lease cost	$	6,228	$	3,876
Short-term lease cost	144		25
Variable lease cost	1,232		1,153
Total lease cost	$	7,604	$	5,054

Supplemental Information

The table below presents supplemental balance sheet information related to operating leases:

	As of
	March 31, 2022		December 31, 2021
Weighted-average remaining lease term (in years)	5.0		5.3
Weighted-average discount rate	4.52	%	4.57	%

Undiscounted Cash Flows

The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the operating lease liabilities recorded on the condensed consolidated balance sheet as of March 31, 2022 (in thousands):

	Operating Leases (2)
Remainder of 2022	$	17,941
2023	22,195
2024	19,927
2025	19,065
2026	15,886
2027	7,825
Thereafter	4,093
Total minimum lease payments	106,932
Less imputed interest	(11,669)
Present value of future minimum lease payments	95,263
Less current obligations under leases (1)	(19,603)
Long-term lease obligations	$	75,660

(1) Included in accrued expenses and other current liabilities in our condensed consolidated balance sheets.

(2) Excludes expected sublease income of approximately $5.1 million over the next five years.

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11. Contingencies

Indemnification

In the ordinary course of business, we enter into agreements in which we may agree to indemnify other parties with respect to certain matters, including losses resulting from claims of intellectual property infringement, damages to property or persons, business losses, or other liabilities. In addition, we have entered into indemnification agreements with our directors, executive officers, and certain other employees that will require us to indemnify them against liabilities that may arise by reason of their status or service as directors, officers, or employees. The term of these indemnification agreements with our directors, executive officers, and other employees are generally perpetual after execution of the agreement. The maximum potential amount of future payments we could be required to make under these indemnification provisions is unlimited; however, we maintain insurance that reduces our exposure and enables us to recover a portion of any future amounts paid.

As of March 31, 2022 and December 31, 2021, we have not accrued a liability for indemnification provisions we agree to in the ordinary course of business or with our directors, executive officers and certain other employees pursuant to indemnification agreements because the likelihood of incurring a payment obligation, if any, in connection with these arrangements is not probable or reasonably estimable.

Litigation

From time to time, we may be involved in lawsuits, claims, investigations, and proceedings, consisting of intellectual property, commercial, employment, and other matters, which arise in the ordinary course of business. We are not currently party to any material legal proceedings or claims, nor are we aware of any pending or threatened legal proceedings or claims that could have a material adverse effect on our business, operating results, cash flows, or financial condition should such legal proceedings or claims be resolved unfavorably.

12. Income Taxes

The following table presents details of the provision for income taxes and our effective tax rates (in thousands, except percentages):

	Three Months Ended March 31,
	2022			2021
Provision for income taxes	$	1,488		$	993
Effective tax rate	(1.4)		%	(2.5)		%

We account for income taxes according to ASC 740, which, among other things, requires that we estimate our annual effective income tax rate for the full year and apply it to pre-tax income (loss) for each interim period, taking into account year-to-date amounts and projected results for the full year. We periodically evaluate whether we will recover a portion or all of our deferred tax assets. We record a valuation allowance against our deferred tax assets if and to the extent it is more likely than not that we will not recover our deferred tax assets. In evaluating the need for a valuation allowance, we weight all relevant positive and negative evidence, including, among other factors, historical financial performance, forecasts of income over the applicable carryforward periods, and our market environment, with each piece weighted based on its reliability. As of March 31, 2022, we had insufficient objective positive evidence that we will generate sufficient future pre-tax income to overcome the negative evidence of cumulative losses. Accordingly, we continue to record a full valuation allowance against our U.S. and U.K. deferred tax assets as of March 31, 2022.

We account for the tax effects of discrete events in the interim period they occur. The provision for income taxes consists of federal, foreign, state, and local income taxes. Our effective tax rate differs from the statutory U.S. income tax rate due to the effect of state and local income taxes, differing tax rates imposed on income earned in foreign jurisdictions and in the United States, losses in foreign jurisdictions, certain nondeductible expenses, excess tax deductions, and the changes in valuation allowances against our deferred tax assets. Our effective tax rate could change significantly from quarter to quarter because of recurring and nonrecurring factors. The provision for income taxes for each of the three months ended March 31, 2021 and three months ended March 31, 2022 was primarily attributable to a full valuation allowance against our U.S. and U.K. deferred tax assets. We did not recognize benefits from excess tax deductions from exercised stock options and settled RSUs or net operating losses for either the three months ended March 31, 2021 or three months ended March 31, 2022.

Neither we nor any of our subsidiaries are currently under examination from tax authorities in the jurisdictions in which we do business.

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13. Basic and Diluted Net Loss Per Share

The following table presents the computation of net loss per share (in thousands, except per share amounts):

	Three Months Ended March 31,
	2022		2021
Numerator:
Net loss attributable to common stockholders	$	(105,567)	$	(40,656)
Denominator:
Weighted-average shares used to compute net loss per share     attributable to common stockholders, basic	67,826		66,932
Effect of dilutive securities:
Convertible senior notes	—		—
Employee stock awards	—		—
Weighted-average shares used to compute net loss per share     attributable to common stockholders, diluted	67,826		66,932
Net loss per share attributable to common stockholders, basic	$	(1.56)	$	(0.61)
Net loss per share attributable to common stockholders, diluted	$	(1.56)	$	(0.61)

Since we were in a loss position for all periods presented, basic net loss is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. The following weighted-average equivalent shares of common stock, excluding the impact of the treasury stock and if-converted methods, were excluded from the diluted net loss per share calculation because their inclusion would have been anti-dilutive (in thousands):

	Three Months Ended March 31,
	2022	2021
Stock awards (1)	7,018	4,197
Convertible senior notes	6,136	6,136
Total shares excluded from net loss per share	13,154	10,333

(1) The table above does not include 861,985 PRSUs because, as of March 31, 2022, the performance criteria had not yet been met for these contingently-issuable shares.

Effective as of January 1, 2022 with our adoption of ASU 2020-06, we use the if-converted method for calculating any potential dilutive effect of the conversion options of the Notes on diluted net income per share, which assumes conversion as of the beginning of the period or at the time of issuance, if later. Prior to ASU 2020-06, we had historically utilized the treasury stock method due to our intent and ability to settle the principal balance of the Notes in cash. As we have utilized the modified retrospective method of adoption, there is no change to our previously reported earnings per share amounts.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with the condensed consolidated financial statements and related notes that are included elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, or Annual Report, filed with the Securities and Exchange Commission, or the SEC, on February 15, 2022. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors,” set forth in Part II, Item 1A of this Quarterly Report on Form 10-Q. See “Special Note Regarding Forward-Looking Statements” above.

Overview

We are a leader in Analytic Process Automation, or Alteryx APA. The Alteryx APA software platform unifies analytics, data science and business process automation in one self-service platform to accelerate digital transformation, deliver high-impact business outcomes, accelerate the democratization of data, and rapidly upskill modern workforces. Data workers, regardless of technical acumen, are empowered to be curious and solve problems. With the Alteryx APA software platform, users can automate the full range of analytics, data science and processes, embed intelligent decision-making and actions, and empower their organization to enable top and bottom line impact, efficiency gains, and rapid upskilling.

Our platform includes Alteryx Designer, our data profiling, preparation, blending, analytics, data science and process automation product deployable to the cloud and on premise, Alteryx Server, our secure and scalable server-based product for managing, automating and governing processes and applications in a web-based environment, Alteryx Intelligence Suite, our augmented machine learning, auto-modeling, and text mining product, Alteryx Connect, our collaborative data exploration platform for discovering information assets and sharing recommendations across the enterprise, and Alteryx Promote, our advanced analytics model management product for data scientists and analytics teams to build, manage, monitor and deploy predictive models into real-time production applications. Our platform also offers cloud-native products, including Alteryx Designer Cloud, the browser-based version of our Alteryx Designer product, Alteryx Machine Learning, our automated machine learning product for building, validating, iterating, and exploring machine learning models with a fully-guided user experience, Alteryx Auto Insights, our analytics solution that automates insights for business users, and Alteryx Trifacta, our open and interactive cloud platform for data engineers and analysts to collaboratively profile, prepare, and pipeline data for analytics and machine learning. In addition, Alteryx Community, our online user community, allows users to gain valuable insights from one another, collaborate and share their experiences and ideas, and innovate around our platform.

Our platform has been adopted by organizations across a wide variety of industries and sizes. As of March 31, 2022, we had nearly 8,200 customers in more than 80 countries, including over 890 of the Global 2000 companies. We derive a large portion of our revenue from subscriptions for use of our platform. Our software can be licensed for use on a desktop or server, or it can be deployed in the cloud or through a browser. Subscription periods for our platform generally range from one to three years and the subscription fees are typically billed annually in advance. We also generate revenue from professional services, including training and consulting services. Revenue from subscriptions, including related PCS, represented over 95% of revenue for each of the three months ended March 31, 2022 and 2021, respectively.

Our business model involves both a “land and expand” sales motion as well as an enterprise sales motion. Our go-to-market approach often begins with a free trial of Alteryx Designer and is followed by an initial purchase of our offerings. As organizations quickly realize the benefits derived from our platform, use frequently spreads across departments, divisions, and geographies through word-of-mouth, collaboration, and standardization and automation of business processes. Both for an initial purchase and as part of expanding a current customer’s use of our products, we also employ an enterprise-focused sales motion that identifies and involves members of a customer’s senior management team to accelerate acceptance and adoption of our platform within their organization. Over time, many of our customers find that the use of our platform is strategic and collaborative in nature and it becomes a fundamental element of their operational, analytical and business processes.

We sell our platform primarily through direct sales and marketing channels utilizing a wide range of online and offline sales and marketing activities. In addition, we have cultivated strong relationships with channel partners to help us extend the reach of our sales and marketing efforts, especially internationally. Our channel partners include technology alliances, solution providers, global strategic integrators, and value-added resellers, or VARs. These channel partners also provide solution-based selling, services, and training internationally.

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COVID-19 Impact

In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic, which has resulted in authorities implementing and re-implementing numerous measures from time to time to contain the virus, including travel bans and restrictions, quarantines, shelter-in-place orders, and business limitations and shutdowns. While we are unable to accurately predict the full impact that the COVID-19 pandemic has had or will have on our operating results, financial condition, liquidity and cash flows due to numerous uncertainties, including the duration and severity of the pandemic, any resurgences of the pandemic locally or globally, and the evolution and impact of COVID-19 variants, our compliance with these measures has impacted our day-to-day operations and could continue to disrupt our business and operations, as well as that of certain of our customers whose industries are more severely impacted by these factors, for an indefinite period of time.

To support the health and well-being of our employees, customers, partners and communities, the majority of our offices worldwide were closed from March 2020 through May 2021. Beginning in June 2021 and continuing into the three months ended March 31, 2022, as conditions have improved, vaccination rates have increased, and local authorities have permitted, we have reopened most of our offices worldwide. Starting in April 2022, we are also encouraging our U.S.-based employees who are local to an office to begin returning at least one day per week. We have also reduced restrictions on travel and have seen increases in travel in the three months ended March 31, 2022. We anticipate that costs related to travel will continue to increase as government-imposed travel restrictions are eased and lifted. In February 2022, we transitioned our corporate headquarters to our new facilities in Irvine, California. Although we were able to secure a subtenant for our previous corporate headquarters, the impact of the pandemic on the commercial real estate market and the increase in work-from-home arrangements has caused a decline in demand for office space and market rates, which contributed to the long-lived asset impairment incurred upon our ceasing use of that space.

Key Business Metrics

We review the following key business metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions:

Annual Recurring Revenue. We derive a large portion of our revenue from subscriptions for use of our platform. Subscription periods for our platform generally range from one to three years and the subscription fees are typically billed annually in advance. A portion of revenue from our subscriptions is recognized at the point in time when the platform is first made available to the customer, or the beginning of the subscription term, if later. The remaining portion is recognized ratably over the life of the contract. This revenue recognition creates variability in the revenue we recognize period to period based on the timing of subscription start dates and the subscription term. In order to measure the underlying performance of our subscription-based contracts, we calculate annual recurring revenue, or ARR, which represents the annualized recurring value of all active subscription contracts at the end of a reporting period and excludes the value of non-recurring revenue streams, such as certain professional services. ARR is a performance metric and should be viewed independently of revenue and deferred revenue, and is not intended to be a substitute for, or combined with, any of these items. Both multi-year contracts and contracts with terms less than one year are annualized by dividing the total committed contract value by the number of months in the subscription term and then multiplying by twelve.

The following table summarizes our annual recurring revenue (in millions) for each quarter end for the periods indicated:

	As of
	Mar. 31,		Jun. 30,		Sep. 30,		Dec. 31,		Mar. 31,
	2021		2021		2021		2021		2022
Annual recurring revenue	$	512.7	$	547.6	$	578.6	$	638.0	$	683.6

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Dollar-Based Net Expansion Rate. Our dollar-based net expansion rate is a trailing four-quarter average of the annual contract value, or ACV, which is defined as the subscription revenue that we would contractually expect to recognize over the term of the contract divided by the term of the contract, in years, from a cohort of customers in a quarter as compared to the same quarter in the prior year. A dollar-based net expansion rate equal to 100% would generally imply that we received the same amount of ACV from our cohort of customers in the current quarter as we did in the same quarter of the prior year. A dollar-based net expansion rate less than 100% would generally imply that we received less ACV from our cohort of customers in the current quarter than we did in the same quarter of the prior year. A dollar-based net expansion rate greater than 100% would generally imply that we received more ACV from our cohort of customers in the current quarter than we did in the same quarter of the prior year.

To calculate our dollar-based net expansion rate, we first identify a cohort of customers, or the Base Customers, in a particular quarter, or the Base Quarter. A customer will not be considered a Base Customer unless such customer has an active subscription on the last day of the Base Quarter. We then divide the ACV in the same quarter of the subsequent year attributable to the Base Customers, or the Comparison Quarter, including Base Customers from which we no longer derive ACV in the Comparison Quarter, by the ACV attributable to those Base Customers in the Base Quarter. Our dollar-based net expansion rate in a particular quarter is then obtained by averaging the result from that particular quarter with the corresponding result from each of the prior three quarters. The dollar-based net expansion rate excludes contract value relating to professional services from that cohort.

The following table summarizes our dollar-based net expansion rate at the end of each quarter for the periods indicated:

	Three Months Ended
	Mar. 31,		Jun. 30,		Sep. 30,		Dec. 31,		Mar. 31,
	2021		2021		2021		2021		2022
Dollar-based net expansion rate	120	%	120	%	119	%	119	%	119	%

Number of Customers. We believe that our ability to expand our customer base is a key indicator of our market penetration, the growth of our business, and our future potential business opportunities. We define a customer at the end of any particular period as an entity with a subscription agreement that runs through the current or future period as of the measurement date. Organizations with free trials have not entered into a subscription agreement and are not considered customers. A single organization with separate subsidiaries, segments, or divisions that use our platform may represent multiple customers, as we treat each entity that is invoiced separately as a single customer. In cases where customers subscribe to our platform through our channel partners, each end customer is counted separately.

The following table summarizes the number of our customers at each quarter end for the periods indicated:

	As of
	Mar. 31,	Jun. 30,	Sep. 30,	Dec. 31,	Mar. 31,
	2021	2021	2021	2021	2022
Customers	7,214	7,405	7,689	7,936	8,195

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Results of Operations

The following table sets forth our results of operations for the periods indicated. The period-to-period comparison of financial results is not necessarily indicative of financial results to be achieved in future periods.

	Three Months Ended March 31,
	2022		2021
	(in thousands)
Revenue:
Subscription-based software license	$	63,089	$	43,358
PCS and services	94,852		75,401
Total revenue	157,941		118,759
Cost of revenue:
Subscription-based software license	2,102		1,249
PCS and services	22,139		9,592
Total cost of revenue(1)	24,241		10,841
Gross profit	133,700		107,918
Operating expenses:
Research and development(1)	50,150		31,322
Sales and marketing(1)	115,610		71,907
General and administrative(1)	59,440		33,500
Impairment of long-lived assets	8,239		—
Total operating expenses	233,439		136,729
Loss from operations	(99,739)		(28,811)
Interest expense	(2,390)		(9,598)
Other expense, net	(1,950)		(1,254)
Loss before provision for income taxes	(104,079)		(39,663)
Provision for income taxes	1,488		993
Net loss	$	(105,567)	$	(40,656)

(1) Amounts include stock-based compensation expense as follows:

	Three Months Ended March 31,
	2022		2021
	(in thousands)
Cost of revenue	$	3,404	$	1,108
Research and development	11,174		6,325
Sales and marketing	15,220		7,045
General and administrative	15,364		9,961
Total	$	45,162	$	24,439

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The following table sets forth selected historical financial data for the periods indicated, expressed as a percentage of revenue:

	Three Months Ended March 31,
	2022		2021
Revenue:
Subscription-based software license	39.9	%	36.5	%
PCS and services	60.1		63.5
Total revenue	100.0		100.0
Cost of revenue:
Subscription-based software license	1.3		1.1
PCS and services	14.0		8.1
Total cost of revenue	15.3		9.2
Gross profit	84.7		90.8
Operating expenses:
Research and development	31.8		26.4
Sales and marketing	73.2		60.5
General and administrative	37.6		28.2
Impairment of long-lived assets	5.2		—
Total operating expenses	147.8		115.1
Loss from operations	(63.1)		(24.3)
Interest expense	(1.5)		(8.1)
Other expense, net	(1.3)		(1.1)
Loss before provision for income taxes	(65.9)		(33.5)
Provision for income taxes	0.9		0.8
Net loss	(66.8)	%	(34.3)	%

Comparison of the Three Months Ended March 31, 2022 and 2021

Revenue

	Three Months Ended March 31,				Change
	2022		2021		Amount		%
	(in thousands, except percentages)
Subscription-based software license	$	63,089	$	43,358	$	19,731	45.5	%
PCS and services	94,852		75,401		19,451		25.8
Total revenue	$	157,941	$	118,759	$	39,182	33.0	%

Subscription-based software license revenue increased for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021 primarily due to an increase in sales to new and existing customers during the three months ended March 31, 2022 as compared to the three months ended March 31, 2021. In addition, as a result of a determination to cease the inclusion of a certain performance obligation previously included in subscriptions to our platform, we recognized a larger portion of the total transaction price at the point in time when the platform was first made available to the customer, or the beginning of the subscription term, if later, during the three months ended March 31, 2022 as compared to the three months ended March 31, 2021.

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PCS and services revenue is primarily recognized ratably over the subscription term. Due to the ratable recognition of this revenue over time, the increase in PCS and services revenue is primarily attributed to sales to customers in prior periods and the growth in our customer base between March 31, 2021 and March 31, 2022. Our product pricing was not a significant driver of the changes in subscription-based software license or PCS and services revenue for the periods presented. In addition, our new cloud-based product offerings, including Alteryx Designer Cloud, Alteryx Machine Learning, Alteryx Auto Insights, and products acquired as part of our Trifacta acquisition, did not represent a material amount of revenue for the three months ended March 31, 2022.

The disaggregation of revenue by region was as follows:

	Three Months Ended March 31,				Change
	2022		2021		Amount		%
	(in thousands, except percentages)
United States	$	110,033	$	77,237	$	32,796	42.5	%
International	47,908		41,522		6,386		15.4
Total revenue	$	157,941	$	118,759	$	39,182	33.0	%

Cost of Revenue and Gross Margin

	Three Months Ended March 31,						Change
	2022			2021			Amount		%
	(in thousands, except percentages)
Subscription-based software license	$	2,102		$	1,249		$	853	68.3	%
PCS and services	22,139			9,592			12,547		130.8
Total cost of revenue	$	24,241		$	10,841		$	13,400	123.6	%
% of revenue	15.3		%	9.2		%
Gross margin	84.7		%	90.8		%

Cost of revenue increased for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021 primarily due to $8.8 million in increased employee-related costs driven by incremental headcount, a broad-based wage increase to improve retention and productivity, and merit increases, as well as additional stock awards granted to new hires and as part of our equity refresh programs. Additionally, there was an increase in amortization of intangibles associated with our recent acquisitions of $1.2 million, depreciation of capitalized software development costs of $1.0 million, and higher information technology and overhead costs of $0.8 million to support the increased headcount. In addition, we have made significant investments in our cloud infrastructure and customer success organizations, including through the acquisition of Trifacta, which has contributed to the increase to cost of revenue and the resulting decrease to gross margin.

As of March 31, 2022, we had 262 cost of revenue personnel as compared to 111 as of March 31, 2021.

Research and Development 

	Three Months Ended March 31,						Change
	2022			2021			Amount		%
	(in thousands, except percentages)
Research and development	$	50,150		$	31,322		$	18,828	60.1	%
% of revenue	31.8		%	26.4		%

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Research and development expense increased for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021 primarily due to $15.2 million in increased employee-related costs driven by incremental headcount, a broad-based wage increase to improve retention and productivity, merit increases, and additional stock awards granted to new hires and as part of our equity refresh programs. In addition, there was an increase in consulting and outsourced labor costs of $2.0 million to assist in certain development projects, as well as higher information technology costs of $0.9 million related primarily to additional software licenses and web services procured and overhead costs of $0.6 million due to office expansion and fit-outs.

As of March 31, 2022, we had 609 research and development personnel as compared to 394 as of March 31, 2021.

Sales and Marketing

	Three Months Ended March 31,						Change
	2022			2021			Amount		%
	(in thousands, except percentages)
Sales and marketing	$	115,610		$	71,907		$	43,703	60.8	%
% of revenue	73.2		%	60.5		%

Sales and marketing expense increased for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021 primarily due to an increase in employee-related costs of $27.7 million. The overall increase in employee-related costs was a result of increased headcount, a broad-based wage increase to improve retention and productivity, merit increases, and additional stock awards granted as part of our equity refresh programs. There was an additional increase related to the effect of higher travel and entertainment expenses of $8.4 million due primarily to increased international travel as well as the overall easing of travel restrictions associated with the COVID-19 pandemic. Furthermore, there was an increase of $2.5 million in information technology and overhead costs as a result of office expansion and fit outs, an increase of $2.3 million in marketing programs due in part to our brand awareness campaigns, such as the ongoing sponsorship of McLaren Racing, and an increase in consulting and outsourced labor costs of $1.5 million related to go-to-market projects and global campaign integration.

As of March 31, 2022, we had 1,126 sales and marketing personnel as compared to 720 as of March 31, 2021.

General and Administrative

	Three Months Ended March 31,						Change
	2022			2021			Amount		%
	(in thousands, except percentages)
General and administrative	$	59,440		$	33,500		$	25,940	77.4	%
% of revenue	37.6		%	28.2		%

General and administrative expense increased for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021 primarily due to $13.1 million in increased employee-related costs from incremental headcount, a broad-based wage increase to improve retention and productivity, merit increases, and additional stock awards granted to new hires and as part of our equity refresh programs, including the market-based PRSUs granted to certain executives. In addition, there was an increase in consulting and outsourced labor costs of $10.6 million primarily due to higher legal and accounting professional services fees related to our recent acquisition of Trifacta, as well as an increase in overhead costs of $1.4 million due to office expansion and fit outs, including our new corporate headquarters.

As of March 31, 2022, we had 387 general and administrative personnel as compared to 273 as of March 31, 2021.

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Impairment of Long-lived Assets

	Three Months Ended March 31,				Change
	2022		2021		Amount		%
	(in thousands, except percentages)
Impairment of long-lived assets	$	8,239	$	—	$	8,239	*

* Not meaningful

The long-lived asset impairment is attributable to the cease-use and sublease of our previous corporate headquarters during the three months ended March 31, 2022. We recorded an impairment on the right-of-use asset and related fixed asset of $6.1 million and $2.1 million, respectively, as the carrying value exceeded the future discounted cash flows.

Interest Expense

	Three Months Ended March 31,				Change
	2022		2021		Amount		%
	(in thousands, except percentages)
Interest expense	$	(2,390)	$	(9,598)	$	7,208	(75.1)	%

Interest expense is primarily attributable to our 2023 Notes and 2024 & 2026 Notes issued during the three months ended June 30, 2018 and September 30, 2019, respectively. Interest expense decreased in the three months ended March 31, 2022 as compared to the three months ended March 31, 2021 due to the removal of the equity component and related amortization of the debt discount as part of the adoption of ASU 2020-06.

Other Expense, Net

	Three Months Ended March 31,				Change
	2022		2021		Amount		%
	(in thousands, except percentages)
Other expense, net	$	(1,950)	$	(1,254)	$	(696)	*

* Not meaningful

Other expense, net consists primarily of gains and losses on foreign currency remeasurement and transactions and interest income from our available-for-sale securities. The increase in other expense, net for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021 was related to greater realized losses in securities of $1.3 million resulting from sales of our short-term available-for-sale investments and a decrease in investment income of $0.2 million due to lower interest rates, offset in part by a decrease in loss in foreign currency remeasurement of $0.9 million due to fluctuations in the United States Dollar as compared to other major currencies in which we transact.

Provision for Income Taxes 

	Three Months Ended March 31,				Change
	2022		2021		Amount		%
	(in thousands, except percentages)
Provision for income taxes	$	1,488	$	993	$	495	*

* Not meaningful

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The change in the provision for income taxes for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021 was primarily due to an increase in pre-tax loss at the annualized effective tax rate for the three months ended March 31, 2022.

Liquidity and Capital Resources

We had $598.3 million and $1.0 billion of cash and cash equivalents and short-term and long-term investments in marketable securities with $564.7 million and $972.3 million held domestically, as of March 31, 2022 and December 31, 2021, respectively. The decrease in cash and cash equivalents and investments is primarily due to the acquisition of Trifacta for $389.8 million, net of cash acquired.

Our principal uses of cash are funding our operations and other working capital requirements.

In the short term, we believe that our existing cash and cash equivalents, marketable securities, and cash flow from operations (in periods in which we generate cash flow from operations) will be sufficient for at least the next 12 months to meet our requirements and plans for cash, including meeting our working capital and capital expenditure requirements. In the long term, our ability to support our requirements and plans for cash, including meeting our working capital and capital expenditure requirements, will depend on many factors, including our revenue growth rate, the timing and the amount of cash received from customers, expansion of sales and marketing activities, the timing and extent of spending to support research and development efforts, the cost to develop and support our offering, the introduction of new products and services, the continuing adoption of our products by customers, any acquisitions or investments that we make in complementary businesses, products, and technologies, and our ability to obtain equity or debt financing. To the extent existing cash and cash equivalents and short-term investments and cash from operations are not sufficient to fund future activities, we may need to raise additional funds. We may seek to raise additional funds through equity, equity-linked, or debt financings. If we raise additional funds through the incurrence of indebtedness, such indebtedness may have rights that are senior to holders of our equity securities and could contain covenants that restrict operations. Any additional equity or convertible debt financing may be dilutive to stockholders. If we are unable to raise additional capital or refinance our existing indebtedness when desired, our business, operating results, and financial condition could be adversely affected.

There were no material changes in our contractual obligations and commitments during the three months ended March 31, 2022 from the contractual obligations and commitments disclosed in the Annual Report. See Note 8, Convertible Senior Notes, Note 10, Leases, and Note 11, Contingencies, of the notes to our condensed consolidated financial statements included in Part 1, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding contractual obligations and commitments.

We do not have any relationships with unconsolidated entities or financial relationships, such as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

Cash Flows

The following table sets forth cash flows for the periods indicated:

	Three Months Ended March 31,
	2022		2021
	(in thousands)
Net cash provided by operating activities	$	8,818	$	25,968
Net cash provided by (used in) investing activities	(3,986)		64,611
Net cash used in financing activities	(9,385)		(7,828)

Operating Activities

Net cash provided by operating activities was $8.8 million for the three months ended March 31, 2022. Net cash provided by operating activities primarily reflected net non-cash activity of $72.2 million and a change in operating assets and liabilities of $42.2 million, offset in part by a net loss of $105.6 million.

Net cash provided by operating activities was $26.0 million for the three months ended March 31, 2021. Net cash provided by operating activities primarily reflected net non-cash activity of $41.1 million and a change in operating assets and liabilities of $25.6 million, offset in part by a net loss of $40.7 million.

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Changes in operating assets and liabilities is primarily driven by the seasonality of our sales cycle. The fourth quarter of each fiscal year has historically been our strongest quarter for new business and renewals and, correspondingly, the first quarter of the subsequent fiscal year has historically been the strongest for cash collections on accounts receivable and highest for payments of sales commissions. As a result of this seasonality, our accounts receivable decreased during each of the three months ended March 31, 2021 and 2022 compared to the year ended December 31, 2020 and 2021, respectively. These decreases were offset in part by a decrease to accrued payroll and payroll-related liability and a net increase in contract asset balances during each respective period. In addition to the sales cycle, our cash flow from operations is also impacted by the payment of our annual cash incentive bonuses to our non-commissioned employees in the first quarter of the fiscal year and the timing of obligations on accounts payable.

Investing Activities

Net cash used in investing activities for the three months ended March 31, 2022 was $4.0 million, consisting of $389.8 million of cash paid in connection with our acquisition of Trifacta and $9.3 million of purchases of property and equipment, offset in part by $395.1 million of sales and maturities of investments, net of purchases.

Net cash provided by investing activities for the three months ended March 31, 2021 was $64.6 million, consisting of $70.2 million of sales and maturities of investments, net of purchases, offset in part by $5.6 million of purchases of property and equipment.

Financing Activities

Net cash used in financing activities for the three months ended March 31, 2022 was $9.4 million, consisting primarily of the minimum tax withholding paid on behalf of employees for RSU settlements of $14.1 million, offset in part by proceeds from stock option exercises of $4.7 million.

Net cash used in financing activities for the three months ended March 31, 2021 was $7.8 million, consisting primarily of the minimum tax withholding paid on behalf of employees for RSU settlements of $13.0 million, offset in part by proceeds from stock option exercises of $5.2 million.

The timing and number of stock option exercises and employee stock purchases and the amount of proceeds we receive from these equity awards is not within our control. As it is now our general practice to issue principally RSUs to our employees, cash paid on behalf of employees for minimum statutory withholding taxes on RSU settlements will likely increase.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements and the related notes have been prepared in accordance with U.S. GAAP. The preparation of our condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and operating expenses, provision for income taxes, and related disclosures. Generally, we base our estimates on historical experience and on various other assumptions in accordance with U.S. GAAP that we believe to be reasonable under the circumstances. Actual results may differ from these estimates. To the extent that there are material differences between these estimates and our actual results, our future financial statements will be affected.

There have been no changes to our critical accounting policies disclosed in our Annual Report.

Recent Accounting Pronouncements

See Note 2, Significant Accounting Policies, of the notes to our condensed consolidated financial statements included elsewhere in Part I, Item 1 of this Quarterly Report on Form 10-Q for a description of recent accounting pronouncements.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Foreign Currency Exchange Risk

Due to our international operations, we have foreign currency risks related to revenue and operating expenses denominated in currencies other than the U.S. dollar, primarily the British Pound and Euro. Our sales contracts are primarily denominated in the local currency of the customer making the purchase. In addition, a portion of our operating expenses are incurred outside the United States and are denominated in foreign currencies where our operations are located. We are also exposed to certain foreign exchange rate risks related to our foreign subsidiaries, including as a result of intercompany loans denominated in non-functional currencies. Increases in the relative value of the U.S. dollar to other currencies may negatively affect revenue and other operating results as expressed in U.S. dollars. We do not believe that an immediate 10% increase or decrease in the relative value of the U.S. dollar to other currencies would have a material effect on our operating results.

We have experienced and will continue to experience fluctuations in net income (loss) as a result of transaction gains or losses related to remeasuring certain asset and liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded. These exposures may change over time as business practices evolve and economic conditions change, including market impacts associated with the COVID-19 pandemic. To date, we have not entered into derivatives or hedging transactions, as our exposure to foreign currency exchange rates has historically been partially hedged by our U.S. dollar denominated inflows covering our U.S. dollar denominated expenses and our foreign currency denominated inflows covering our foreign currency denominated expenses. However, we may enter into derivative or hedging transactions in the future if our exposure to foreign currency should become more significant.

Interest Rate and Market Risk

We had cash and cash equivalents and short-term and long-term investments of $598.3 million as of March 31, 2022. The primary objective of our investment activities is the preservation of capital, and we do not enter into investments for trading or speculative purposes. A hypothetical 10% increase in interest rates during the three months ended March 31, 2022 would not have had a material impact on our condensed consolidated financial statements. We do not have material exposure to market risk with respect to short-term and long-term investments, as any investments we enter into are primarily highly liquid investments.

Each series of our Notes bears a fixed interest rate, and therefore, is not subject to interest rate risk. We have not utilized derivative financial instruments, derivative commodity instruments or other market risk sensitive instruments, positions, or transactions in any material fashion, except for the privately negotiated capped call transactions entered into in May and June 2018 related to the issuance of our 2023 Notes and August 2019 related to the issuance of our 2024 & 2026 Notes.

Inflation Risk

We do not believe that inflation has had a material effect on our business, financial condition, or operating results.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of March 31, 2022. Our disclosure controls and procedures are designed to provide reasonable assurance that information we are required to disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures, and is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of March 31, 2022 that our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the quarter ended March 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Limitations on the Effectiveness of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within a company are detected. The inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

PART II: OTHER INFORMATION

Item 1. Legal Proceedings.

For a description of our legal proceedings, see Note 11, Contingencies, of the notes to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, which is incorporated by reference in response to this item.

Item 1A. Risk Factors.

An investment in our Class A common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this Quarterly Report on Form 10-Q and in our other public filings before making an investment decision. Our business, prospects, financial condition, or operating results could be harmed by any of these risks, as well as other risks not currently known to us or that we currently consider immaterial. If any of such risks and uncertainties actually occurs, our business, prospects, financial condition, or operating results could differ materially from the plans, projections, and other forward-looking statements included in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report and in our other public filings. The trading price of our Class A common stock could decline due to any of these risks, and, as a result, you may lose all or part of your investment.

Risks Related to Our Business and Industry

We have grown rapidly in our recent past and we expect to continue to invest in our growth. If we are unable to manage our growth effectively, our revenue and profits could be adversely affected.

We experienced rapid growth in our recent past and expect to continue to invest in our growth in the future. We employed 2,384 full-time employees as of March 31, 2022 and our number of full-time employees has increased significantly since our initial public offering. We have also established and expanded our operations in a number of countries outside the United States in the last several years.

We have grown, and we expect to continue to grow, our operations and headcount. We anticipate that further significant expansion will be required in the future. In addition, we license our platform to customers in more than 80 countries and have employees in the United States, Australia, Canada, Czech Republic, France, Germany, India, Japan, Netherlands, Singapore, Spain, Ukraine, the United Arab Emirates, and the United Kingdom. We intend to expand our operations into other countries in the future, which will place additional demands on our resources and operations. Our future operating results depend to a large extent on our ability to manage this expansion and growth successfully. Sustaining our growth will place significant demands on our management as well as on our administrative, operational, and financial resources. To manage our growth, we must continue to improve our operational, financial, and management information systems and expand, motivate, and manage our workforce. If we are unable to manage our growth successfully without compromising our quality of service or our profit

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margins, or if new systems that we implement to assist in managing our growth do not produce the expected benefits, our revenue and profits could be harmed. Risks that we face in undertaking future expansion include:

•effectively recruiting, integrating, training, and motivating a large number of new employees, including our direct sales force and engineering and development employees, while retaining existing employees, maintaining the beneficial aspects of our corporate culture, effectively managing a rapidly increasing global and remote workforce, and effectively executing our business plan;

•satisfying existing customers and attracting new customers;

•successfully improving and expanding the capabilities of our platform and introducing new products and services;

•effectively executing our acquisition strategy, managing the integration of our acquisitions, and retaining key employees of acquired companies;

•expanding our channel partner ecosystem and our strategic alliances;

•controlling expenses and investments in anticipation of expanded operations;

•implementing and enhancing our administrative, operational, and financial infrastructure, systems, and processes;

•addressing new markets; and

•expanding operations in the United States and international regions.

A failure to manage our growth effectively could harm our business, operating results, financial condition, and ability to market and sell our platform.

Further, due to our rapid growth in recent years, we have limited experience operating at our current scale and potentially at a larger scale, and, as a result, it may be difficult for us to fully evaluate future prospects and risks. Our recent and historical growth should not be considered indicative of our future performance. We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies in rapidly changing industries. If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our financial condition and operating results could differ materially from our expectations, our growth rates may slow, and our business would be adversely impacted.

In addition, during the first year of the COVID-19 pandemic, we temporarily ceased or considerably slowed significant investments in or commitments of administrative, operational, and financial resources to grow our operations, including by limiting expansion into additional countries, enhancements to our infrastructure and systems, and growth of our talent base. With vaccines widely available in the United States and internationally, organizations have begun to resume normal operations and, as described above, we have resumed significant investments in these and other areas to grow our operations. In the event variants of COVID-19 or other resurgences of COVID-19 require us to again curtail these investments and commitments of resources, or if the effects of the COVID-19 pandemic on us, the economy or our customers continues, we may be unable to realize the benefits of our investments, or the resources we have committed, which could materially harm our operations, result in our revenue being materially offset by these investments, and require us to adopt more aggressive cost mitigation strategies that could further adversely affect our business, operating results and financial condition.

From time to time, we realign our resources and talent to implement stage-appropriate business strategies. Any furlough, layoff or other reduction in force related to such realignments has resulted in, and in the future may result in, the loss of long-term employees, voluntary departures of other employees, the loss of institutional knowledge and expertise, the reallocation and combination of certain roles and responsibilities across the organization, and an increased risk of related litigation and claims, all of which could adversely affect our operations. In addition, we may not be able to effectively realize all of the cost savings or other benefits anticipated by such actions and may incur unanticipated charges or liabilities as a result of such actions that were not previously contemplated, which could result in additional adverse effects on our business or operating results.

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Our revenue growth and ability to sustain profitability depends on being able to expand and retain our skilled talent base and increase their productivity, particularly with respect to our direct sales force and software engineers.

In the software industry, there is substantial and continuous competition for engineers with high levels of experience in designing, developing, and managing software, as well as competition for experienced sales personnel. We have seen this demand for talent increase among our peers and competitors due to, among other things, the significant growth the technology sector has experienced. We may not be successful, and from time to time have experienced difficulty, recruiting, training, and retaining qualified personnel, including engineers and sales personnel. It may also be more challenging to entice qualified personnel to leave their current positions to join us or to retain qualified personnel during the current period of heightened employee attrition in the U.S. and other countries. As we accelerate our hiring we have incurred and anticipate that we will continue to incur significant costs to attract, hire, and retain highly skilled personnel. We may also lose new employees to our competitors or other technology companies before we realize the benefit of our investment in recruiting and training them.

Our ability to achieve significant revenue growth will depend, in large part, on our success in recruiting, training, and retaining sufficient numbers of direct sales personnel, software engineers, and other highly skilled personnel to support our growth. New hires require significant training, and sales personnel typically take four to six months or more to fully understand the business and products and achieve target productivity levels. In addition, although we have reopened most of our offices worldwide, many of our employees continue to work remotely full-time and a significant portion of our employees may continue to work from home for an indefinite period of time as a result of any federal, state or local vaccine, testing, or other mandates for employers implemented during the COVID-19 pandemic and our adoption of work-from-home policies that offer our employees flexibility to continue to work remotely, any of which may further impact and lengthen the time period for our personnel to achieve full productivity. Our recent hires and planned hires may not become productive as quickly as we expect and if our new employees do not become productive on the timelines that we have projected or at all, our revenue will not increase at anticipated levels and our ability to achieve long term projections may be negatively impacted. In addition, if our work-from-home policies or office environments do not meet the needs and expectations of our workforce, our ability to attract and retain our employees could be negatively impacted.

As we continue to enter new geographies, we will need to attract, hire, and retain skilled personnel in those areas, which may involve adopting new working methodologies, including full-time remote work arrangements. Attracting and hiring personnel in new countries requires additional set up and upfront costs, such as costs to establish a local subsidiary or office, that we may not recover if those personnel fail to achieve full productivity. In addition, a large percentage of our talent is new to our company and our platform, which may adversely affect our revenue if we cannot train our talent quickly or effectively.

To date, the majority of our revenue has been attributable to the efforts of our direct sales force in the United States. In order to increase our revenue and sustain profitability, we must, and we intend to, increase the size of our direct sales force, both in the United States and internationally, to generate additional revenue from new and existing customers. We periodically change and make adjustments to our sales organization in response to market opportunities, competitive threats, management changes, product introductions or enhancements, acquisitions, sales performance, increases in sales headcount, cost levels and other internal and external considerations. Any future sales organization or sales strategy changes may result in reduced productivity, which could negatively affect our rate of growth. In addition, any significant change to the way we structure the compensation of our sales organization may be disruptive and may affect our revenue growth.

Employee turnover rates have increased during the COVID-19 pandemic and may continue to be elevated. We may also face integration challenges as we continue to seek to aggressively expand our talent base and as our management team continues to develop its strategic corporate and product vision. In addition, volatility or lack of performance in our stock price may also affect our ability to attract and retain key employees. If we are unable to hire and train sufficient numbers of effective sales personnel, if we are unable to identify and recruit sufficient numbers of software engineers with the skills and technical knowledge that we require, if the sales personnel are not successful in obtaining new customers or renewing or increasing sales to our existing customer base, or if the software engineers are unable to timely contribute to the development of our products and services, our rate of growth and business will be adversely affected. More generally, if we do not continue to grow at the same pace that we have experienced in the last few years, if there is a significant adverse change in our business or operations,

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or if our stock price declines significantly, our employees may not find employment with us as attractive or may find opportunities with our competitors or other technology companies more attractive.

The outbreak and subsequent resurgences of the COVID-19 pandemic around the world have impacted our business and operating results and the duration and extent of any adverse impact from the COVID-19 pandemic, or other similar health crises, on our future operating results remain uncertain.

As a result of the COVID-19 pandemic and/or the precautionary measures that we, our customers and governmental authorities adopted, we experienced, and may continue to experience, changes in customer buying behavior, significant delays or lengthening of our sales cycles, and reductions in average transaction sizes. The COVID-19 pandemic and such precautionary measures could also negatively affect our customer success and sales and marketing efforts, result in difficulties or changes to our customer support, or create operational or other challenges. In the event resurgences of COVID-19 and its variants continue, the COVID-19 pandemic may continue to disrupt the operations of our customers and partners for an unknown period of time, including as a result of travel restrictions and/or business shutdowns. Any of the foregoing could negatively impact our business and operating results. As of the date of this Quarterly Report on Form 10-Q, we do not yet know the full extent of the negative impact of these changes in buying behavior or our remote sales and services activities on our ability to attract new customers or retain and expand existing customers. Furthermore, in addition to potentially reducing or delaying technology spending, existing and potential customers have attempted and may attempt in the future to renegotiate contracts and obtain concessions as a result of the COVID-19 pandemic, which may materially and negatively impact our operating results, financial condition and prospects.

Our management team has committed and continues to commit significant time, attention and resources to monitor and mitigate the effects of the COVID-19 pandemic on our business and workforce, which has diverted, and could continue to divert, management’s attention from other business concerns. As long as the pandemic continues, our workforce may be exposed to health risks. As of April 2022, we have reopened all of our offices in the United States. Our efforts to safely reopen our offices in the United States and internationally may not be successful, could expose our workforce, customers and partners to health risks and us to associated liability, and will involve additional financial burdens. The COVID-19 pandemic may have long-term effects on the nature of the office environment and remote working, including as a result of any federal, state or local vaccine, testing, or other mandates for employers, and this may present operational and workplace culture challenges that may adversely affect our business.

More generally, the COVID-19 pandemic has and could continue to adversely affect economies and financial markets globally, leading to an economic downturn, which could decrease technology spending and adversely affect demand for our products and services. Any prolonged economic downturn or a recession as a result of the COVID-19 pandemic could materially harm the business and operating results of our company and our customers, and could result in additional business closures, layoffs or furloughs of, or reductions in the number of hours worked by, our and our customers’ employees, and a significant increase in unemployment in the United States and elsewhere, which may continue even after the COVID-19 pandemic is contained. Such events may lead to a reduction in the capital and operating budgets we or our customers have available, which could harm our business, financial condition, and operating results. The trading prices for our common stock and other technology companies have been highly volatile during the COVID-19 pandemic, which may reduce our ability to access capital on favorable terms or at all. The long-term impact of the COVID-19 pandemic on our financial condition and results of operations remains uncertain and it is not possible at this time to estimate the full impact that the COVID-19 pandemic has had or will have on our business. The impact on our business will continue to depend on future developments, including continued availability, adoption, and efficacy of available vaccines, which are highly uncertain and cannot be predicted. Because our products are offered as subscription-based licenses, the effect of the pandemic may not be fully reflected in our operating results until future periods. While we have developed and continue to develop plans to help mitigate the negative impact of the pandemic on our business, these efforts may not be effective and any protracted economic downturn could significantly affect our business and results of operations.

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If we are unable to develop, release, and gain market acceptance of product and service enhancements and new products and services to respond to rapid technological change in a timely and cost-effective manner, or if we are unable to develop a successful business model to sell those products and services we have acquired or integrate them into our existing products and services, our business, operating results, and financial condition could be adversely affected.

The market for our platform is characterized by rapid technological change, frequent new product and service introductions and enhancements, changing customer demands, and evolving industry standards. The introduction of products and services embodying new technologies can quickly make existing products and services obsolete and unmarketable. Analytics products and services are inherently complex, and it can take a long time and require significant research and development expenditures to develop and test new or enhanced products and services. We invest heavily in the development and enhancement of new and existing products and services. The success of any enhancements or improvements to our platform or any new products and services depends on several factors, including timely completion, competitive pricing, adequate quality testing, integration with existing technologies and our platform, and overall market acceptance. We cannot be sure that we will succeed in developing, marketing, and delivering on a timely and cost-effective basis enhancements or improvements to our platform or any new products and services that respond to technological change or new customer requirements, nor can we be sure that any enhancements or improvements to our platform or any new products and services will achieve market acceptance. 

Any new products that we develop may not be introduced in a timely or cost-effective manner, may contain errors or defects, or may not achieve the broad market acceptance necessary to generate sufficient revenue. The introduction or addition of new products and enhancements, including the introduction of Alteryx Designer Cloud and Alteryx Machine Learning, our first cloud-based products, and the addition of Alteryx Auto Insights (formerly Hyper Anna) from our acquisition of Hyper Anna in October 2021 and the Trifacta Data Engineering Platform, or Alteryx Trifacta, from our acquisition of Trifacta in February 2022, have increased and could continue to increase costs associated with customer support and customer success as demand for these services increase. This increase in cost could negatively impact our profit margins, including our gross margin. Moreover, even if we introduce new products and services, we may experience a decline in revenue of our existing products and services that is not offset by revenue from the new products or services. For example, customers may delay making purchases of new products and services to permit them to make a more thorough evaluation of these products and services or until industry and marketplace reviews become widely available. Some customers may hesitate migrating to a new product or service due to concerns regarding the complexity of migration and product or service infancy issues on performance. In addition, we may lose existing customers who choose a competitor’s products and services rather than migrate to our new products and services. This could result in a loss of revenue and adversely affect our business. Further, we may make changes to our platform that customers do not find useful and we may also discontinue certain features or increase the price or price structure for our platform. As part of our product lifecycle, we may discontinue products and inform customers that these products will no longer be supported or receive updates. To the extent these products remain subject to a current subscription contract with the customer, we may offer to transition the customer to alternative products at no cost or significantly reduced cost for the remainder of the subscription contract. Failure to effectively manage our product lifecycles and any related transitions could lead to customer dissatisfaction and contractual liabilities, which could adversely affect our business and operating results. For example, in 2021, we discontinued the sale of Alteryx Analytics Hub, or AAH.

Further, the emergence of new industry standards related to analytics products and services may adversely affect the demand for our platform. This could happen if new Internet standards and technologies or new standards in the field of operating system support emerge that are incompatible with customer deployments of our platform. For example, if we are unable to adapt our platform on a timely basis to new database standards, the ability of our platform to access customer databases and to analyze data within such databases could be impaired. In addition, because we have begun to offer cloud-based products, including Alteryx Designer Cloud, Alteryx Auto Insights, Alteryx Machine Learning, and Alteryx Trifacta, we need to continually enhance and improve our platform to keep pace with changes in Internet-related hardware, software, communications, and database technologies and standards.

Any failure of our platform to operate effectively with future infrastructure platforms and technologies could reduce the demand for our platform. If we are unable to respond to these changes in a timely and cost-effective manner, our platform may become less marketable, less competitive, or obsolete, and our operating results may be adversely affected.

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Moreover, cloud-based business models have become increasingly demanded by customers and adopted by other software providers, including our competitors. While we have released cloud-based products, most of our customers currently deploy our on-premise platform. In February 2022, we made Alteryx Designer Cloud and Alteryx Machine Learning generally available. We also acquired Alteryx Auto Insights (formerly Hyper Anna) in October 2021 and Alteryx Trifacta in February 2022 and have begun to market and sell both products to our customers. The incorporation of a cloud-based business model into our operations has required and will continue to require us to make additional investments to our infrastructure. Such investments will involve expanding our data centers, servers, and networks, increasing our use of hosting services, and increasing our technical operations and engineering teams, which may negatively impact our operating results and gross margins. Further, if we are unsuccessful in making cloud-based products generally available that meet the needs and expectations of our customers, we may be unable to realize the benefits of our investments, or the resources we have committed, toward incorporating a cloud-based business model into our operations, which could materially harm our business, operating results and gross margins.

We have incurred net losses in the past, anticipate increasing our operating expenses in the future, and may not sustain profitability.

Although we generated net income in prior periods, we incurred a net loss in the three months ended March 31, 2022, have incurred net losses in the past, and could incur net losses in the future. We expect our operating expenses to continue to increase substantially in the foreseeable future as we implement initiatives designed to grow our business, including increasing our overall customer base and expanding sales within our current customer base, continuing to penetrate international markets, investing in research and development to improve the capabilities of our platform, investing in acquisitions of businesses, technology, and talent and related integration efforts, growing our distribution channels and channel partner ecosystem, deepening our user community, hiring additional and investing in our existing employees, expanding our operations and infrastructure, both domestically and internationally, and in connection with legal, accounting, and other administrative expenses related to operating as a public company. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently, or at all, to offset these higher expenses and to sustain profitability. Some or all of the foregoing initiatives were temporarily delayed or re-evaluated in 2020 as part of our efforts to mitigate the effects of the COVID-19 pandemic on our business. While these initiatives resumed in 2021, they may be further delayed or re-evaluated if resurgences of the COVID-19 pandemic continue, which may negatively affect our ability to expand our operations and maintain or increase our sales. In addition, growth of our revenue has slowed and may continue to slow or revenue may decline for a number of possible reasons, including a decrease in our ability to attract and retain customers, a failure to increase our number of channel partners, increasing competition, decreasing growth of our overall market, decreases in term length in our contracts with customers and an inability to timely and cost-effectively introduce new products and services that are favorably received by customers and partners. A shortfall in revenue could lead to operating results being below expectations because we may not be able to quickly reduce our fixed operating expenses in response to short-term business changes. If we are unable to meet these risks and challenges as we encounter them, our business and operating results may be adversely affected.

We derive a large portion of our revenue from our software platform, and our future growth is dependent on its success.

Nearly all of our revenue has come from sales of our subscription-based software platform and because we expect these sales to account for a large portion of our revenue for the foreseeable future, the continued growth in market demand for our platform is critical to our continued success. In 2017, we announced two new products for our software platform, Alteryx Connect and Alteryx Promote, and, in 2020, we announced AAH, which was discontinued in 2021, and Alteryx Intelligence Suite, or AIS. We began limited availability offerings of Alteryx Designer Cloud and Alteryx Machine Learning in 2021, and, in February 2022, we made Alteryx Designer Cloud and Alteryx Machine Learning generally available. Alteryx Designer remains our principal product and our additional products announced since 2017 have achieved varying degrees of success. We cannot be certain that any of these products will generate significant revenue in the future. Accordingly, our business and financial results will likely continue to be substantially dependent on our single software platform.

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Acquisitions of, or investments in, other companies, products, or technologies have required, and could continue to require, significant management attention and could disrupt our business, dilute stockholder value, and adversely affect our operating results.

Our business strategy has included, and may in the future include, acquiring other complementary products, technologies, or businesses. For example, we acquired both Hyper Anna Pty. Ltd. and Lore IO, Inc. in October 2021 to accelerate more functionality in the cloud and improve data discovery capabilities in our platform, and we acquired Trifacta Inc. in February 2022 to accelerate the development of an integrated end-to-end, low code/no code analytics automation platform in the cloud. We also may enter into relationships with other businesses in order to expand our platform, which could involve preferred or exclusive licenses, additional channels of distribution, discount pricing, or investments in other companies. Negotiating these transactions can be time-consuming, difficult, and expensive, and our ability to close these transactions may be subject to third-party approvals, such as government regulatory approvals, which are beyond our control. Consequently, we can make no assurance that these transactions, once undertaken and announced, will close.

These kinds of acquisitions or investments may result in unforeseen operating difficulties and expenditures. If we acquire businesses or technologies, we may not be able to integrate the acquired personnel, operations, and technologies successfully, or effectively manage the combined business following the acquisition. We also may not achieve the anticipated benefits from the acquired business due to a number of factors, including:

•inability to integrate or benefit from acquired technologies or services in a profitable manner and the potential for customer non-acceptance of multiple platforms on a temporary or permanent basis;

•unanticipated costs or liabilities associated with the acquisition, including potential liabilities due to litigation and potential identified or unknown security vulnerabilities in acquired technologies that expose us to additional security risks or delay our ability to integrate the product into our offerings or recognize the benefits of our investment;

•differences between our values and those of an acquired company, as well as potential disruptions to our workplace culture;

•incurrence of acquisition-related costs, including costs related to integration activities;

•difficulty integrating the accounting and information systems, operations, and personnel of the acquired business;

•augmenting the acquired technologies and platforms to the levels that are consistent with our brand and reputation;

•difficulties and additional expenses associated with supporting legacy products and hosting infrastructure of the acquired business;

•challenges converting the acquired company’s revenue recognition policies and forecasting the related revenues, including subscription-based revenues and software license revenues;

•potential write-offs of acquired assets or investments, and potential financial and credit risks associated with acquired customers;

•difficulty converting the customers of the acquired business onto our platform and contract terms;

•diversion of management’s attention from other business concerns;

•the potential entry into new markets in which we have little or no experience or where competitors may have stronger market positions;

•adverse effects to our existing business relationships with business partners and customers as a result of the acquisition;

•the potential loss of key employees;

•use of resources that are needed in other parts of our business; and

•use of substantial portions of our available cash to consummate the acquisition.

Moreover, we cannot assure you that the anticipated benefits of any acquisition or investment would be realized or that we would not be exposed to unknown liabilities.

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In connection with these types of transactions, we may issue additional equity securities that would dilute our stockholders, use cash that we may need in the future to operate our business, incur debt on terms unfavorable to us or that we are unable to repay, incur large charges or substantial liabilities, encounter difficulties integrating diverse business cultures and values, and become subject to adverse tax consequences, substantial depreciation, or deferred compensation charges. These challenges related to acquisitions or investments could adversely affect our business, operating results, financial condition, and prospects.

If we are unable to attract new customers, expand sales to existing customers, both domestically and internationally, or maintain the subscription amount or subscription term of renewing customers, our revenue growth could be slower than we expect or our revenue may decline and our business may be harmed.

Our future revenue growth depends in part upon increasing our customer base. Our ability to achieve significant growth in revenue in the future will depend, in large part, upon the effectiveness of our marketing efforts, both domestically and internationally, and our ability to attract new customers. In particular, we are dependent upon lead generation strategies to drive our sales and revenue. If these marketing strategies fail to continue to generate sufficient sales opportunities necessary to increase our revenue and to the extent that we are unable to successfully attract and expand our customer base, we will not realize the intended benefits of these marketing strategies and our ability to grow our revenue may be adversely affected.

Demand for our platform by new customers may also be affected by a number of factors, many of which are beyond our control, such as continued market acceptance of our platform for existing and new use cases, the timing of development and new releases of our software, technological change, growth or contraction in our addressable market, and accessibility across operating systems. In addition, mitigation and containment measures adopted by government authorities to contain the spread of the COVID-19 pandemic in the United States and internationally, including travel restrictions and other requirements that limit in-person meetings, have limited and could continue to limit our ability to establish and maintain relationships with new and existing customers. Further, if competitors introduce lower cost or differentiated products or services that are perceived to compete with our products and services, our ability to sell our products and services based on factors such as pricing, technology and functionality could be impaired. As a result, we may be unable to attract new customers at rates or on terms that would be favorable or comparable to prior periods, which could negatively affect the growth of our revenue. Attracting new customers may also be particularly challenging where an organization has already invested substantial personnel and financial resources to integrate traditional data analytics tools into its business, as such organization may be reluctant or unwilling to invest in new products and services. If we fail to attract new customers and maintain and expand those customer relationships, our revenue will grow more slowly than expected and our business will be harmed.

Even if we continue to attract new customers, the cost of new customer acquisition may prove so high as to prevent us from sustaining profitability. Our future revenue growth also depends upon expanding sales and renewals of subscriptions to our platform with existing customers. If our customers do not purchase additional licenses or capabilities, our revenue may grow more slowly than expected, may not grow at all, or may decline. Additionally, increasing incremental sales to our current customer base requires increasingly sophisticated and costly sales efforts that are targeted at senior management. We plan to continue expanding our sales efforts, both domestically and internationally, but we may be unable to hire qualified sales personnel, may be unable to successfully train those sales personnel that we are able to hire, and sales personnel may not become fully productive on the timelines that we have projected or at all. Additionally, although we dedicate significant resources to sales and marketing programs, including sponsorship opportunities and online advertising, these sales and marketing programs may not have the desired effect and may not expand sales. We cannot assure you that our efforts would result in increased sales to existing customers and additional revenue. If our efforts to upsell to our customers are not successful, our business and operating results would be adversely affected.

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Our customers generally enter into license agreements with one to three year subscription terms and generally have no obligation or contractual right to renew their subscriptions after the expiration of their initial subscription period. New customers may enter into license agreements for lower subscription amounts or for shorter subscription terms than we anticipate, which reduces our ability to forecast revenue growth accurately. Moreover, our customers may not renew their subscriptions and those customers that do renew their subscriptions may renew for lower subscription amounts or for shorter subscription terms. Customer renewal rates may decline or fluctuate as a result of a number of factors, including the breadth of deployment, reductions in our customers’ spending levels, changes in customer department size and composition, our pricing or pricing structure, the pricing or capabilities of products or services offered by our competitors, our customers’ satisfaction or dissatisfaction with our platform, or the effects of economic conditions. If our customers do not renew their agreements with us, or renew on terms less favorable to us, our revenue may decline or otherwise fail to grow as projected.

We use channel partners and if we are unable to establish and maintain successful relationships with them, our business, operating results, and financial condition could be adversely affected.

In addition to our direct sales force, we use partners such as technology alliances, solutions providers, global strategic integrators, and VARs to sell and support our platform. Channel partners are becoming an increasingly important aspect of our business, particularly with regard to enterprise, governmental, and international sales. For example, we have established strategic alliances with global system integrators to target these and other specific market segments and technology alliances to integrate our products with the complementary products of our partners, and we intend to continue pursuing additional strategic and technology alliance relationships in the future. Our future growth in revenue and ability to sustain profitability depends in part on our continuing ability to identify, establish, and retain successful channel partner relationships in the United States and internationally, which will take significant time and resources and involve significant risk. We intend to continue making significant investments to grow our indirect sales channel. If we are unable to maintain our relationships with these channel partners, or otherwise develop and expand our indirect distribution channel, our business, operating results, financial condition, or cash flows could be adversely affected. Our business, operating results, financial condition, or cash flows could also be adversely affected if the anticipated benefits and value of our strategic alliance partnerships are not realized or are not realized in the timeframes anticipated.

We cannot be certain that we will be able to identify suitable indirect sales channel partners. To the extent we do identify such partners, we will need to negotiate the terms of a commercial agreement with them under which the partner would distribute our platform. We cannot be certain that we will be able to negotiate commercially-attractive terms with any such channel partner. In addition, all channel partners must be trained to distribute our platform. In order to develop and expand our distribution channel, we must continue developing and improving our processes for channel partner introduction and training. The training provided to our channel partners must also be ongoing, as we continue to add new products and functionality to our portfolio. If we do not succeed in identifying or training suitable indirect sales channel partners, our business, operating results, and financial condition may be adversely affected.

We also cannot be certain that we will be able to maintain successful relationships with any channel partners and, to the extent that our channel partners are unsuccessful in selling our platform, our ability to sell, and our channel partners’ willingness to sell, our platform and our business, operating results, and financial condition could be adversely affected. Our channel partners may offer customers the products and services of several different companies, including products and services that compete with our platform. Because our channel partners generally do not have an exclusive relationship with us, we cannot be certain that they will prioritize or provide adequate resources to selling our platform. Moreover, divergence in strategy by any of these channel partners may materially adversely affect our ability to develop, market, sell, or support our platform. We cannot assure you that our channel partners will continue to cooperate with us. Further, we rely on our channel partners to operate in accordance with the terms of their contractual agreements with us and any actions taken or omitted to be taken by such parties may adversely affect us. For example, our agreements with our channel partners limit the terms and conditions pursuant to which they are authorized to resell or distribute our platform and offer technical support and related services. We also typically require our channel partners to represent to us the dates and details of licenses sold through to our customers. If our channel partners do not comply with their contractual obligations to us or provide inaccurate information to us regarding their sales to customers, our business, operating results, and financial condition may be adversely affected.

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In addition, sales to federal government entities have generally been made indirectly through our channel partners. Government entities may have statutory, contractual, or other legal rights to terminate contracts with our channel partners for convenience or due to a default, and, in the future, if the portion of government contracts that are subject to renegotiation or termination at the election of the government entity are material, any such termination or renegotiation may adversely impact our future operating results. In the event of such termination, it may be difficult for us to arrange for another channel partner to sell our platform to these government entities in a timely manner, and we could lose sales opportunities during the transition. Government entities routinely investigate and audit government contractors’ administrative processes, and any unfavorable audit could result in the government entity refusing to purchase through us or a particular channel partner or renew its subscription to our platform, a reduction of revenue, or fines or civil or criminal liability if the audit uncovers noncompliant, improper, or illegal activities.

We face intense and increasing competition, and we may not be able to compete effectively, which could reduce demand for our platform and adversely affect our business, revenue growth, and market share.

The market for self-service data analytics software is new and rapidly evolving. In many cases, our primary competitors are manual, spreadsheet-driven processes and custom-built approaches in which potential customers have made significant investments. In addition, we compete with large software companies, including providers of traditional business intelligence tools that offer one or more capabilities that are competitive with our platform. These capabilities include data preparation and/or advanced analytic processing and modeling tools from Microsoft Corporation, Oracle Corporation, and SAS Institute Inc. Additionally, data visualization companies that already offer products and services in adjacent markets have introduced products and services that are increasingly competitive with our offerings. We could also face competition from new market entrants, some of whom might be our current technology partners, such as Databricks, Inc., DataRobot, Inc., Sisense Inc., and Snowflake Inc. In addition, some business analytics software companies offer data preparation and/or advanced analytic processing and modeling tools that are competitive with some of the features within our platform, such as Dataiku Ltd., salesforce.com, inc., and TIBCO Software Inc.

Many of our current and potential competitors, particularly the large software companies named above, have longer operating histories, significantly greater financial, technical, marketing, distribution, professional services, or other resources, greater experience with cloud business models, and greater name recognition than we do. Competition in the self-service data analytics software market has increased and we expect competition to become more intense as other established and emerging companies enter the self-service data analytics software market, as customer requirements evolve, and as new products and services and technologies are introduced. In addition, many of our current and potential competitors have strong relationships with current and potential customers and extensive knowledge of the business analytics industry. As a result, our current and potential competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, or customer requirements or devote greater resources than we can to the development, promotion, and sale of their products and services. Moreover, many of these companies are bundling their analytics products and services into larger deals or subscription renewals, often at significant discounts as part of a larger sale. In addition, some current and potential competitors may offer products or services that address one or a number of functions at lower prices or at no cost, or with greater depth than our platform. Further, our current and potential competitors may develop and market new technologies with comparable functionality to our platform. As a result of the foregoing or other developments, we may experience fewer customer orders, reduced gross margins, longer sales cycles, and loss of market share. This could lead us to decrease prices, implement alternative pricing structures, or introduce products and services available for free or a nominal price in order to remain competitive. We may not be able to compete successfully against current and future competitors, and our business, operating results, and financial condition will be harmed if we fail to meet these competitive pressures.

Our ability to compete successfully in our market depends on a number of factors, both within and outside of our control. We believe the principal competitive factors in our market include: ease of use; platform features, quality, functionality, reliability, performance, and effectiveness; ability to automate analytical tasks or processes; ability to integrate with other technology infrastructures; vision for the market and product innovation; software analytics expertise; total cost of ownership; adherence to industry standards and certifications; strength of sales and marketing efforts; brand awareness and reputation; and customer experience, including support. Any failure by us to compete successfully in any one of these or other areas may

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reduce the demand for our platform, as well as adversely affect our business, operating results, and financial condition. Further, while we have started to release cloud-based products, most of our customers currently use our on-premise platform. The incorporation of a cloud-based business model into our operations has required and will continue to require us to make additional investments to our infrastructure, including expanding our data centers, servers, and networks, increasing our use of hosting services, and increasing our technical operations and engineering teams. If we are unable to make cloud-based products generally available as quickly as may be demanded by the market and which meet the needs and expectations of our customers, we may not be able to compete successfully against our competitors that have or may develop such products, and our business, operating results, and financial condition may be harmed.

Moreover, current and future competitors may also make strategic acquisitions or establish cooperative relationships among themselves or with others, including our current or future technology partners. By doing so, these competitors may increase their ability to meet the needs of our customers or potential customers. In addition, our current or prospective indirect sales channel partners may establish cooperative relationships with our current or future competitors. These relationships may limit our ability to sell or certify our platform through specific distributors, technology providers, database companies, and distribution channels and allow our competitors to rapidly gain significant market share. Our competitors’ ability to capture additional market share could limit our ability to obtain revenue from existing and new customers. If we are unable to compete successfully against current and future competitors, our business, operating results, and financial condition would be harmed.

If the market for analytics products and services fails to grow as we expect, or if businesses fail to adopt our platform, our business, operating results, and financial condition could be adversely affected.

Nearly all our revenue has come from licenses of our subscription-based software platform, including PCS and support included with the subscription, and we expect these sales to account for a large portion of our revenue for the foreseeable future. Although demand for analytics products and services has grown in recent years, the market for analytics products and services continues to evolve and the secular shift towards self-service analytics may not be as significant as we expect. We cannot be sure that this market will continue to grow or, even if it does grow, that businesses will adopt our platform. Our future success will depend in large part on our ability to further penetrate the existing market for business analytics software, as well as the continued growth and expansion of what we believe to be an emerging market for analytics products and services that are faster, easier to adopt, easier to use, and more focused on self-service capabilities. Our ability to further penetrate the business analytics market depends on a number of factors, including the cost, performance, and perceived value associated with our platform, as well as customers’ willingness to adopt a different approach to data analysis. We have spent, and intend to keep spending, considerable resources to educate potential customers about analytics products and services in general and our platform in particular. However, we cannot be sure that these expenditures will help our platform achieve any additional market acceptance. Furthermore, potential customers may have made significant investments in legacy analytics software systems and may be unwilling to invest in new products and services. In addition, resistance from consumer and privacy groups to increased commercial collection and use of data on spending patterns and other personal behavior and governmental restrictions on the collection and use of personal data may impair the further growth of this market by reducing the value of data to organizations, as may other developments. If the market fails to grow or grows more slowly than we currently expect or businesses fail to adopt our platform, our business, operating results, and financial condition could be adversely affected.

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If we cannot maintain our corporate culture, we could lose the innovation, teamwork, passion, and focus on execution that we believe contribute to our success, and our business may be harmed.

We believe that our corporate culture has been vital to our success, including in attracting, developing, and retaining personnel, as well as our customers. As we have grown our employee base over the last several years, including through the acquisition of other companies, it has become more challenging to maintain that culture. In addition, as a result of the COVID-19 pandemic, a majority of our employees have been working remotely full-time, which can create additional obligations and difficulties for certain employees and could negatively impact our corporate culture. Any adjustments made to our current and future office environments or work-from-home policies may not meet the needs and expectations of our employees, which could negatively impact our ability to attract and retain our employees and maintain our corporate culture. Further, we plan to expand our international operations into other countries, which may impact our culture as we seek to find, hire, and integrate additional employees while maintaining our corporate culture. If we are unable to maintain our corporate culture for any of these or other reasons, we could lose the innovation, passion, and dedication of our team and as a result, our business and ability to focus on our corporate objectives may be harmed.

The competitive position of our software platform depends in part on its ability to operate with third-party products and services, and if we are not successful in maintaining and expanding the compatibility of our platform with such third-party products and services, our business, financial position, and operating results could be adversely impacted.

The competitive position of our software platform depends in part on its ability to operate with products and services of third parties, software services and infrastructure. We must continuously modify and enhance our platform to adapt to changes in hardware, software, networking, browser, hosting, and database technologies. In the future, one or more technology companies may choose not to support the operation of their hardware, software, or infrastructure, or our platform may not support the capabilities needed to operate with such hardware, software, or infrastructure. In addition, to the extent a third party were to develop software or services that compete with ours, that provider may choose not to support our platform. We intend to facilitate the compatibility of our software platform with various third-party hardware, software, and infrastructure by maintaining and expanding our business and technical relationships. If we are not successful in achieving this goal, our business, financial condition, and operating results could be adversely impacted.

We depend on technology and data licensed to us by third parties that may be difficult to replace or cause errors or failures that may impair or delay implementation of our products and services or force us to pay higher license fees.

We license third-party technologies and data that we incorporate into, use to operate, or provide to be used with our platform. We cannot assure you that the licenses for such third-party technologies or data will not be terminated or that we will be able to license third-party software or data for future products and services. Third parties may terminate their licenses with us for a variety of reasons, including actual or perceived failures or breaches of security or privacy. In addition, we may be unable to renegotiate acceptable third-party replacement license terms in the event of termination, or we may be subject to infringement liability if third-party software or data that we license is found to infringe intellectual property or privacy rights of others. In addition, the data that we license from third parties for potential use in our platform may contain errors or defects, which could negatively impact the analytics that our customers perform on or with such data. This may have a negative impact on how our platform is perceived by our current and potential customers and could materially damage our reputation and brand.

Changes in or the loss of third-party licenses could lead to our platform becoming inoperable or the performance of our platform being materially reduced resulting in our potentially needing to incur additional research and development costs to ensure continued performance of our platform or a material increase in the costs of licensing, and we may experience decreased demand for our platform.

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As we continue to pursue sales to large enterprises, our sales cycle, forecasting processes, and deployment processes may become more unpredictable and require greater time and expense.

Sales to large enterprises involve risks that may not be present or that are present to a lesser extent with sales to smaller organizations and, accordingly, our sales cycle may lengthen as we continue to pursue sales to large enterprises. In addition, as a result of the COVID-19 pandemic, many large enterprises reduced or delayed technology or other discretionary spending. If such reductions or delays continue, our operating results, financial condition and prospects may be materially and negatively impacted. As we seek to increase our sales to large enterprise customers, we also face more complex customer requirements, substantial upfront sales costs, and less predictability in completing some of our sales than we do with smaller customers. With larger organizations, the decision to subscribe to our platform frequently requires the approvals of multiple management personnel and more technical personnel than would be typical of a smaller organization and, accordingly, sales to larger organizations may require us to invest more time educating these potential customers. In addition, large enterprises often require extensive configuration, integration services, and pricing and contractual negotiations, which increase our upfront investment in the sales effort with no guarantee that these customers will deploy our platform widely enough across their organization to justify our substantial upfront investment. Purchases by large enterprises are also frequently subject to budget constraints and unplanned administrative, processing, and other delays, which means we may not be able to come to agreement on the terms of the sale to large enterprises. In addition, our ability to successfully sell our platform to large enterprises is dependent on us attracting and retaining sales personnel with experience in selling to large organizations. If we are unable to increase sales of our platform to large enterprise customers while mitigating the risks associated with serving such customers, our business, financial position, and operating results may be adversely impacted. Furthermore, if we fail to realize an expected sale from a large customer in a particular quarter or at all, our business, operating results, and financial condition could be adversely affected for a particular period or in future periods.

Our long-term success depends, in part, on our ability to expand the licensing of our software platform to customers located outside of the United States and our current, and any further, expansion of our international operations exposes us to risks that could have a material adverse effect on our business, operating results, and financial condition.

We are generating a growing portion of our revenue from international licenses, and conduct our business activities in various foreign countries, including some emerging markets where we have limited experience, where the challenges of conducting our business can be significantly different from those we have faced in more developed markets and where business practices may create internal control risks. There are certain risks inherent in conducting international business, including:

•fluctuations in foreign currency exchange rates and level of interest rates and inflation, which could add volatility to our operating results;

•new, or changes in, regulatory requirements;

•uncertainty regarding regulation, currency, tax, and operations resulting from the United Kingdom’s exit from the European Union and possible disruptions in trade, the sale of our services and commerce, and movement of our people between the United Kingdom, European Union, and other locations;

•tariffs, export and import restrictions, restrictions on foreign investments, sanctions, and other trade barriers or protection measures;

•costs of localizing products and services;

•lack of acceptance of localized products and services;

•the need to make significant investments in people, solutions, and infrastructure, typically well in advance of revenue generation;

•challenges inherent in efficiently managing an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits, and compliance programs;

•difficulties in maintaining our company culture with a dispersed and distant workforce;

•treatment of revenue from international sources, evolving domestic and international tax environments, and other potential tax issues, including with respect to our corporate operating structure and intercompany arrangements;

•different or weaker protection of our intellectual property, including increased risk of theft of our proprietary technology and other intellectual property;

•economic weakness or currency-related crises;

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•compliance with multiple, conflicting, ambiguous or evolving governmental laws and regulations, including employment, tax, privacy, anti-corruption, import/export, antitrust, data transfer, storage and protection, and industry-specific laws and regulations, including rules related to compliance by our third-party resellers and our ability to identify and respond timely to compliance issues when they occur, and regulations applicable to us and our third party data providers from whom we purchase and resell syndicated data;

•vetting and monitoring our third-party resellers in new and evolving markets to confirm they maintain standards consistent with our brand and reputation;

•generally longer payment cycles and greater difficulty in collecting accounts receivable;

•our ability to adapt to sales practices and customer requirements in different cultures;

•the lack of reference customers and other marketing assets in regional markets that are new or developing for us, as well as other adaptations in our market generation efforts that we may be slow to identify and implement;

•dependence on certain third parties, including resellers with whom we do not have extensive experience;

•natural disasters, acts of war, terrorism, or pandemics, including the COVID-19 pandemic;

•corporate espionage; and

•political or economic instability and security risks, including as a result of or related to Russia’s recent invasion of Ukraine, in the countries where we are doing business and changes in the public perception of governments in the countries where we operate or plan to operate.

We have undertaken, and might undertake additional, corporate operating restructurings that involve our group of foreign country subsidiaries through which we do business abroad. We consider various factors in evaluating these restructurings, including the alignment of our corporate legal entity structure with our organizational structure and its objectives, the operational and tax efficiency of our group structure, and the long-term cash flows and cash needs of our business. Such restructurings increase our operating costs, and if ineffectual, could increase our income tax liabilities and our global effective tax rate.

Tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied. Many countries in the European Union, a number of other countries, organizations such as the Organization for Economic Co-Operation and Development, or OECD and the United States, have recently proposed or recommended changes to existing tax laws or have enacted new laws that could impact our tax obligations in countries where we do business or cause us to change the way we operate our business. On October 8, 2021, the OECD announced that 136 countries and jurisdictions (out of the 140 members of the OECD/G20 Inclusive Framework on base erosion and profit shifting, or BEPS) agreed on a two-pillar solution to address the tax challenges arising from the digitalization of the economy. A central theme of the OECD’s BEPS recommendation is increased transparency and reporting regarding business models, legal entity structures, and transfer pricing policies used by multinationals. Pillar One provides taxing rights to market jurisdictions on a portion of the residual profits earned by multinational enterprises, or MNEs, with an annual global turnover exceeding €20 billion and 10 percent profitability. Pillar Two requires MNE groups with an annual global turnover exceeding €750 million to pay a global minimum tax of 15%. A multilateral convention is anticipated to be signed in 2022, with effective implementation in 2023. We are continuing to evaluate the impact of these tax developments as new guidance and regulations are published. Some of these or other new rules could result in double taxation of our international earnings. Recently, the executive branch of the U.S. federal government and certain tax-writing legislative committees have proposed changes to various tax laws that, if enacted, would, among other things, impose a new global minimum tax on book profits and change existing law pertaining to Global Intangible Low-Taxed Income, or GILTI, Foreign Derived Intangible Income, or FDII, and the crediting of foreign income taxes. We cannot predict when and whether the U.S. will enact any of the proposals, and if so, their impact on our business. Such changes could materially impact our financial condition, results of operations, and cash flows.

Given these developments, tax authorities in the U.S. and other jurisdictions are likely to increase their audit efforts and might challenge some of our tax positions, which could increase the amount of taxes we incur in those jurisdictions, and in turn, increase our global effective tax rate.

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In addition, compliance with foreign and U.S. laws and regulations that are applicable to our international operations is complex and may increase our cost of doing business in international jurisdictions, and our international operations could expose us to fines and penalties if we fail to comply with these regulations. These laws and regulations include import and export requirements and anti-bribery laws, such as the United States Foreign Corrupt Practices Act of 1977, as amended, or the FCPA, the United Kingdom Bribery Act 2010, or the Bribery Act, and local laws prohibiting corrupt payments to governmental officials as well as commercial bribery. Although we have implemented policies and procedures designed to help ensure compliance with these laws, we cannot assure you that our employees, partners, and other persons with whom we do business will not take actions in violation of our policies or these laws. Any violations of these laws could subject us to civil or criminal penalties, including substantial fines or prohibitions on our ability to offer our platform in one or more countries, and could also materially damage our reputation and our brand. These factors may have an adverse effect on our future sales and, consequently, on our business, operating results, and financial condition.

If we fail to develop, maintain, and enhance our brand and reputation cost-effectively, our business and financial condition may be adversely affected.

We believe that developing, maintaining, and enhancing awareness and integrity of our brand and reputation in a cost-effective manner is important to achieving widespread acceptance of our platform and is an important element in attracting new customers and maintaining existing customers. We believe that the importance of our brand and reputation will increase as competition in our market further intensifies. Successful promotion of our brand will depend on the effectiveness of our marketing efforts, our ability to provide a reliable and useful platform at competitive prices, the perceived value of our platform, and our ability to provide quality customer support. Brand promotion activities may not yield increased revenue, and even if they do, the increased revenue may not offset the expenses we incur in building and maintaining our brand and reputation. We also rely on our customer base and community of end-users in a variety of ways, including to give us feedback on our platform and to provide user-based support to our other customers. If we fail to promote and maintain our brand successfully or to maintain loyalty among our customers, or if we incur substantial expenses in an unsuccessful attempt to promote and maintain our brand, we may fail to attract new customers and partners or retain our existing customers and partners and our business and financial condition may be adversely affected. Any negative publicity relating to our employees or partners, or others associated with these parties, may also tarnish our own reputation simply by association and may reduce the value of our brand. Damage to our brand and reputation may result in reduced demand for our platform and increased risk of losing market share to our competitors. Any efforts to restore the value of our brand and rebuild our reputation may be costly and may not be successful.

We have limited experience with respect to determining the optimal prices and pricing structures for our products and services.

We expect that we may need to change our pricing model from time to time, including as a result of competition, global economic conditions, reductions in our customers’ spending levels generally, changes in product mix, integration of acquired technology, pricing studies or changes in how information technology infrastructure is broadly consumed. Similarly, as we introduce new products and services, or as a result of the evolution of our existing products and services, we may have difficulty determining the appropriate price structure for our products and services. In addition, as new and existing competitors introduce new products or services that compete with ours, or revise their pricing structures, we may be unable to attract new customers at the same price or based on the same pricing model as we have used historically. Moreover, as we continue to target selling our products and services to larger organizations, these larger organizations may demand substantial price concessions or different product bundling that may result in significant changes to product pricing. As a result, we may be required from time to time to revise our pricing structure or reduce our prices, which could adversely affect our business, operating results, and financial condition.

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Our sales are generally more heavily weighted toward the end of each quarter which could cause our billings and revenue to fall below expected levels.

As a result of customer purchasing patterns, our quarterly sales cycles are generally more heavily weighted toward the end of each quarter with an increased volume of sales in the last few weeks and days of the quarter. This impacts the timing of recognized revenue and billings, cash collections and delivery of professional services. Furthermore, the concentration of contract negotiations in the last few weeks and days of the quarter could require us to expend more in the form of compensation for additional sales, legal and finance employees and contractors. Compression of sales activity to the end of the quarter also greatly increases the likelihood that sales cycles will extend beyond the quarter in which they are forecasted to close for some sizable transactions, which may harm forecasting accuracy, adversely impact new customer acquisition metrics for the quarter in which they are forecasted to close, and result in a revenue shortfall that could adversely affect our business.

Our operating results may fluctuate from quarter to quarter, which makes our future results difficult to predict.

Our quarterly operating results have fluctuated in the past and may fluctuate in the future. Additionally, we have a limited operating history with the current scale of our business, which makes it difficult to forecast our future results. As a result, you should not rely upon our past quarterly operating results as indicators of future performance. You should take into account the risks and uncertainties frequently encountered by companies in rapidly evolving markets. Our operating results in any given quarter can be influenced by numerous factors, many of which are unpredictable or are outside of our control, including:

•our ability to generate significant revenue from new products and services;

•our ability to maintain and grow our customer base;

•our ability to expand our number of partners and distribution of our platform;

•the development and introduction of new products and services by us or our competitors;

•increases in and timing of operating expenses that we may incur to grow and expand our operations and to remain competitive;

•the timing of significant new purchases or renewals by our customers;

•contract term length and other purchasing patterns or selections of our customers, including as a result of seasonality or changes in product mix;

•the timing of our annual user conferences;

•costs related to the acquisition of businesses, talent, technologies, or intellectual property, including potentially significant amortization costs and possible write-downs;

•actual or perceived failures or breaches of security or privacy, and the costs associated with remediating any actual failures or breaches;

•adverse litigation, judgments, settlements, or other litigation-related costs;

•changes in the legislative or regulatory environment, such as with respect to privacy, and the imposition of any new or expanded export-related sanctions;

•the application of new or changing financial accounting standards or practices;

•level of interest rates and inflation;

•fluctuations in currency exchange rates and changes in the proportion of our revenue and expenses denominated in foreign currencies; and

•general economic conditions in either domestic or international markets, as well as economic conditions specifically affecting industries in which our customers operate, including as a result of the global economic impact related to Russia’s recent invasion of Ukraine.

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Our business is affected by seasonality.

Our business is affected by seasonality. Due to the budgeting cycles of our current and potential customers, historically, we enter into more agreements with new customers and more renewed agreements with existing customers in the fourth quarter of each calendar year than in any other quarter. The impact of seasonality is heightened on multi-year subscriptions where more revenue is recognized at a point in time when the platform is first made available to the customers, or the beginning of the subscription term, if later, and the remaining portion is recognized ratably over the life of the contract. Additionally, seasonal patterns may be affected by the timing of particularly large transactions. For example, we may achieve higher revenue growth in the first fiscal quarter than in the second fiscal quarter due to the effect of one or more large contracts that are entered into in the first fiscal quarter.

In addition, we generally have increased sales and marketing expenses associated with our annual sales kickoff and our annual U.S. user conference in the period in which each occurs. We also generally see increased sales activity following our user conferences as a result of increased customer engagement during and after the events. Our rapid growth in recent years may obscure the extent to which seasonality trends have affected our business and may continue to affect our business. Seasonality in our business can also be impacted by introductions of new or enhanced products and services, including the costs associated with such introductions. Moreover, seasonal and other variations related to our revenue recognition or otherwise may cause significant fluctuations in our operating results and cash flows, may make it challenging for an investor to predict our performance on a quarterly or annual basis and may prevent us from achieving our quarterly or annual forecasts or meeting or exceeding the expectations of research analysts or investors, which in turn may cause our stock price to decline. Additionally, yearly or quarterly comparisons of our operating results may not be useful and our operating results in any particular period will not necessarily be indicative of the results to be expected for any future period.

Over the past several years, we have undergone, and may continue to experience, changes to our senior management team and if we are unable to integrate new members of our senior management team, or if we lose the services of any of our senior management or other key personnel, our business, operating results, and financial condition could be adversely affected.

From time to time, there may be changes in our management team as a result of the hiring, departure or realignment of our senior management and other key personnel, and such changes may impact our business. For example, in October 2020, as part of a succession plan, Dean A. Stoecker, our co-founder, Chief Executive Officer and Chairman of our Board of Directors resigned from his role as Chief Executive Officer and the Board of Directors appointed Mark Anderson as our Chief Executive Officer. In May 2021, our Board of Directors appointed a new Chief Revenue Officer. In addition, over the last twelve months, we have added several new senior management employees, including a new Chief Product Officer in February 2021, a new Chief Marketing Officer in February 2022, and a new Chief Information Security Officer in March 2022. Any significant leadership change or senior management transition involves inherent risk and any failure to ensure the timely and suitable replacement and a smooth transition could hinder our strategic planning, business execution and future performance. In particular, these or any future leadership transitions may result in a loss of personnel with deep institutional or technical knowledge and changes in business strategy or objectives and have the potential to disrupt our operations and relationships with employees and customers due to added costs, operational inefficiencies, changes in strategy, decreased employee morale and productivity, and increased turnover. We must successfully integrate our new leadership team members within our organization to achieve our operating objectives.

Our future success depends in large part on the continued service of senior management and other key personnel. In particular, we are highly dependent on the services of our senior management team, many of whom are critical to the development of our technology, platform, future vision, and strategic direction. We rely on our leadership team in the areas of operations, security, marketing, sales, support, and general and administrative functions, and on individual contributors on our research and development team. Our senior management and other key personnel are all employed on an at-will basis, which means that they could terminate their employment with us at any time, for any reason and without notice. From time to time, there may be changes in our senior management team resulting from the hiring or departure of executives. If we lose the services of senior management or other key personnel, or if our senior management team cannot work together effectively, our business, operating results, and financial condition could be adversely affected.

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Any failure to offer high-quality technical support may harm our relationships with our customers and have a negative impact on our business and financial condition.

Once our platform is deployed, our customers depend on our customer support team to resolve technical and operational issues relating to our platform. Our ability to provide effective customer support is largely dependent on our ability to attract, train, and retain qualified personnel with experience in supporting customers on platforms such as ours. Our ability to accurately design and meet service level agreements, or SLAs, for any cloud-based product that we offer is dependent on our qualified product and customer support personnel accurately assessing the capabilities of those new products and our users’ experience of those products. Also, as we integrate new technology from acquisitions into our existing products and services or continue to license it on a standalone basis, we may experience challenges in accurately assessing the capabilities of and providing technical support for those integrated or standalone products. Any failure to meet our customer’s expectations and our contractual requirements could negatively affect our operating results and negatively impact our customers’ experience. The number of our customers has grown significantly and that has and will put additional pressure on our customer support team. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for technical support. We also may be unable to modify the scope and delivery of our technical support to compete with changes in the technical support provided by our competitors. Increased customer demand for support, without corresponding revenue, could increase costs and negatively affect our operating results. In addition, as we continue to grow our operations and expand internationally, we need to be able to provide efficient customer support that meets our customers’ needs globally at scale and our customer support team will face additional challenges, including those associated with delivering support, training, and documentation in languages other than English. If we are unable to provide efficient customer support globally at scale, our ability to grow our operations may be harmed and we may need to hire additional support personnel, which could negatively impact our operating results. In addition, we provide self-service support resources to our customers. Some of these resources, such as Alteryx Community, rely on engagement and collaboration by and with other customers. If we are unable to continue to develop self-service support resources that are easy to use and that our customers utilize to resolve their technical issues, or if our customers choose not to collaborate or engage with other customers on technical support issues, customers may continue to direct support requests to our customer support team instead of relying on our self-service support resources and our customers’ experience with our platform may be negatively impacted. Any failure to maintain high-quality support, or a market perception that we do not maintain high-quality support, could harm our reputation, our ability to sell our platform to existing and prospective customers, and our business, operating results, and financial condition.

Social and ethical issues may result in reputational harm and liability.

Positions we may take (or choose not to take) on social and ethical issues may be unpopular with some of our employees, partners, or with our customers or potential customers, which may in the future impact our ability to attract or retain employees, partners, or customers. Further, actions taken by our customers or partners, including through the use or misuse of our products, may result in reputational harm or possible liability. Any such claims could cause reputational harm to our brand or result in liability.

Our disclosures on environmental, social, and governance, or ESG, matters, and any standards we may set for ourselves or a failure to meet these standards, may influence our reputation and the value of our brand. For example, we have elected to share publicly certain information about our ESG initiatives and information, and our commitment to the recruitment, engagement and retention of a diverse board and workforce. In addition, the SEC has also proposed additional disclosure requirements regarding, among other ESG topics, the impact our business has on the environment. Our business may face increased scrutiny related to these activities and our related disclosures, including from the investment community, and our failure to achieve progress in these areas on a timely basis, or at all, could adversely affect our reputation, business, and financial performance.

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We are exposed to collection and credit risks, which could impact our operating results.

Our accounts receivable and contract assets are subject to collection and credit risks, which could impact our operating results. These assets may include upfront purchase commitments for multiple years of subscription-based software licenses, which may be invoiced over multiple reporting periods, increasing these risks. During 2019 and 2020, we had an increase in the volume of multi-year deals, which has increased our exposure to credit risks due to the longer duration. We also have increased exposure to credit risks due to our use of channel partners. Even though the channel partner is considered our customer for these purposes, a channel partner may be unable or unwilling to pay amounts due to us if a customer fails to pay the channel partner, a risk that is increased if the purchase commitment is for multiple years of subscription-based software licenses. In addition, some of our customers may seek bankruptcy protection or other similar relief and fail to pay amounts due to us, pay those amounts more slowly or seek to recover amounts already paid, any of which could adversely affect our operating results, financial position, and cash flow. For example, as a result of the impacts of the COVID-19 pandemic, existing customers have attempted and may continue to attempt to renegotiate contracts and obtain concessions, including, among other things, longer payment terms or modified subscription dates. Although we have processes in place that are designed to monitor and mitigate the foregoing risks, we cannot guarantee these processes will be effective and any actions undertaken by us to enforce the terms of our contracts could be costly. If we are unable to adequately control these risks, our business, operating results and financial condition could be harmed.

Risks Related to Information Technology, Intellectual Property, and Data Security and Privacy

The nature of our platform makes it particularly vulnerable to errors or bugs, which could cause problems with how our platform performs and which could, in turn, reduce demand for our platform, reduce our revenue, and lead to product liability claims against us.

Because our platform is complex, it may contain errors or defects, especially when new updates or enhancements are released or acquired technologies are integrated into our platform. Our software is often installed and used in large-scale computing environments with different operating systems, system management software, and equipment and networking configurations, which may cause errors or failures of our software or other aspects of the computing environment into which it is deployed. In addition, deployment of our software into these computing environments may expose errors, compatibility issues, failures, or bugs in our software. From time to time we have identified, and in the future we may identify other, vulnerabilities in our platform, which we may not be able to timely address and remediate. These vulnerabilities could cause our platform to crash or allow an attacker to access our or our users’ confidential or personal information or take control of the affected system, which could result in liability or reputational harm to us or limit our ability to conduct our business and deliver our platform to customers. We devote significant resources to address security vulnerabilities through engineering a more secure platform, extensively testing our platform, enhancing security and reliability features in our products and systems, and deploying updates to address security vulnerabilities, but security vulnerabilities cannot be eliminated. The cost of these and other steps could reduce our operating margins and we may be unable to implement these measures quickly enough to prevent cyber-attackers from gaining unauthorized access into our systems and products. Despite testing by us and by our current and potential customers, errors may be found in new updates or enhancements after deployment by our customers. Real or perceived errors, failures, vulnerabilities, or bugs in our platform could also result in negative publicity, loss of customer data, loss of or delay in market acceptance of our platform, loss of competitive position, or claims by customers for losses sustained by them, all of which could negatively impact our business and operating results and materially damage our reputation and brand. Alleviating any of these problems could require significant expenditures of our capital and other resources and could cause interruptions, delays, or cessation in the sale of our platform, which could cause us to lose existing or potential customers and could adversely affect our operating results and growth prospects.

Our agreements with customers typically contain provisions designed to limit our exposure to product liability, warranty, and other claims. However, these provisions do not eliminate our exposure to these claims. In addition, it is possible that these provisions may not be effective under the laws of certain domestic or international jurisdictions and we may be exposed to product liability, warranty, and other claims. A successful product liability, warranty, or other similar claim against us could have an adverse effect on our business, operating results, and financial condition.

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We have experienced, and may in the future experience, security breaches and if unauthorized parties obtain access to our customers’ data, our data, or our platform, networks, or other systems, our platform may be perceived as not being secure, our reputation may be harmed, demand for our platform may be reduced, our operations may be disrupted, we may incur significant legal liabilities, and our business could be materially adversely affected.

As part of our business, we process, store, and transmit certain registration and usage data of our customers as well as our own confidential and/or proprietary business information and trade secrets, including in our platform, networks, and other systems, and we rely on third parties that are not directly under our control to do so as well. As we grow our cloud-based software business, we will process, store, and transmit greater amounts of customer data and information. We, and our third-party partners, have security measures and disaster response plans in place to help protect our customers’ data, our own data and information, and our platform, networks, and other systems against unauthorized access or inadvertent exposure. However, we cannot assure you that these security measures and disaster response plans will be effective against all security threats and natural disasters. System failures or outages, including any potential disruptions due to significantly increased global demand on certain cloud-based systems while workforces temporarily or permanently work from home, could compromise our ability to perform our day-to-day operations in a timely manner, which could negatively impact our business or delay our financial reporting. Such failures could also materially adversely affect our operating results and financial condition. Our and our third-party partners’ security measures have in the past been, and may in the future be, breached as a result of third-party action, including intentional misconduct by computer hackers, fraudulent inducement of employees, partners, or customers to disclose sensitive information such as usernames or passwords, and the errors or malfeasance of our or our third-party partners’ personnel. In addition, due to the COVID-19 pandemic, many of our employees have been working remotely full-time and may continue to work remotely full-time even after the pandemic subsides, which may pose additional data security risks. For example, there has been an increase in phishing and spam emails as well as social engineering attempts from “hackers” hoping to use the COVID-19 pandemic to their advantage. A breach could result in someone obtaining unauthorized access to our customers’ data, our own data, confidential and/or proprietary business information, trade secrets, personal data, or our platform, networks, or other systems. Although we have incurred significant costs and expect to incur additional significant costs to prevent such unauthorized access, because there are many different security threats and the security threat landscape continues to evolve, we and our third-party partners may be unable to anticipate attempted security breaches and implement adequate preventative measures. Third parties may also conduct attacks designed to temporarily deny customers access to our services. In addition, the risk of security attacks related to political and economic conditions, war, and terrorism may increase, including from retaliatory security attacks as a result of Russia’s invasion of Ukraine and related political or economic responses and counter-responses.

Any actual or perceived security breach or compromise or failure of our or our third-party partners’ systems, networks, data, or confidential information could result in actual or alleged breaches of applicable laws or our contractual obligations, regulatory investigations and orders, litigation, indemnity obligations, damages, penalties, fines, costs, and other liabilities. Any such incident could also materially damage our reputation and harm our business, operating results, and financial condition, including reducing our revenue, resulting in our customers or third-party partners terminating their relationships with us, subjecting us to costly notification and remediation requirements, or harming our brand. For example, in 2018, we were subject to lawsuits filed against us related to potential access to a commercially available, third-party marketing dataset that provided consumer marketing information intended to help marketing professionals advertise and sell their products. While these lawsuits were ultimately resolved in 2018, future litigation or similar proceedings may not be resolved favorably and we could be liable to third parties for security breaches, which could adversely affect our business or operations.

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Cybersecurity risks and cyber incidents could result in the compromise of confidential data or critical data systems and give rise to potential harm to customers, remediation and other expenses under consumer protection laws or other laws or common law theories, subject us to litigation and federal and state governmental inquiries, damage our reputation, and otherwise be disruptive to our business and operations.

Cyber incidents can result from deliberate attacks or unintentional events. We collect and store on our networks sensitive information, including intellectual property, proprietary business information and personal data of individuals, such as our customers, current and former employees, and employee candidates. The secure maintenance of this information and technology is critical to our business operations. We have implemented multiple layers of security measures designed to protect the confidentiality, integrity, availability and privacy of this data and the systems and devices that store and transmit such data. We utilize current security technologies, and our defenses are monitored and routinely tested internally and by external parties. Despite these efforts, threats from malicious persons and groups, new vulnerabilities and advanced new attacks against information systems create risk of cybersecurity incidents. These incidents can include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption, including by introducing malware or ransomware into an organization’s environment. For example, in December 2020, SolarWinds Worldwide, LLC, which provides network management software, notified its customers that an update to one of its products contained data collection malware that had also been distributed to thousands of its other customers, including federal, state, and local government agencies, educational institutions and several private companies and governments around the world. In July 2021, Kaseya Ltd., a managed service provider, notified its customers that its software management system had been compromised and, as a result, ransomware was introduced into the information technology infrastructures of certain of its customers, disabling their computers until a ransom payment was made. While we do not believe we were affected by either incident, similar incidents or breaches could occur to us directly or indirectly through our vendors. In December 2021, the Apache Software Foundation, or Apache, publicly disclosed a remote code execution, or RCE, vulnerability in its Log4j 2 product, or Log4j, an open-source component widely used in Java-based software applications to log and track error messages. In the subsequent weeks, Apache disclosed several additional RCE vulnerabilities, expanding the opportunities for bad actors and attackers to remotely access a target using Log4j and potentially steal data, install malware, or take control of the target's system. Certain applications in our product suite and infrastructure did utilize the affected versions of Log4j. In March 2022, Spring Core publicly disclosed an RCE vulnerability that also impacted certain applications in our product suite and infrastructure. Although we believe we identified and remediated the known Log4j and Spring Core vulnerabilities, the risk of additional vulnerabilities and potential attacks related to these issues may continue for several months given the complexity and widespread nature of these vulnerabilities. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and may not immediately produce signs of intrusion, we may be unable to anticipate these incidents or techniques, timely discover them, or implement adequate preventative measures.

These threats can come from a variety of sources, ranging in sophistication from an individual hacker to malfeasance by employees, consultants, or other service providers to state-sponsored attacks. Cyber threats may be generic, or they may be custom-crafted against our information systems. Over the past several years, cyber-attacks have become more prevalent and much harder to detect and defend against. Our network and storage applications may be vulnerable to cyber-attack, malicious intrusion, malfeasance, loss of data privacy or other significant disruption and may be subject to unauthorized access by hackers, employees, consultants, or other service providers. In addition, hardware, software, or applications we develop or procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Unauthorized parties may also attempt to gain access to our systems or facilities through fraud, trickery, or other forms of deceiving our employees, contractors, and temporary staff.

There can be no assurance that we will not be subject to cybersecurity incidents that bypass our security measures, impact the integrity, availability or privacy of data that may be subject to privacy laws or disrupt our information systems, devices, or business. As a result, cybersecurity, physical security and the continued development and enhancement of our controls, processes and practices designed to protect our enterprise, information systems and data from attack, damage or unauthorized access remain a priority for us. As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any cybersecurity vulnerabilities. The occurrence of any of these events could result in:

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•harm to customers;

•business interruptions and delays;

•the loss, misappropriation, corruption, or unauthorized access of data;

•litigation, including potential class action litigation, and potential liability under privacy, security, and consumer protection laws or other applicable laws;

•notification to governmental agencies, the media and/or affected individuals pursuant to various federal, state, and international privacy and security laws;

•regulatory fines and sanctions;

•reputational damage;

•increase to insurance premiums; and

•foreign, federal, and state governmental inquiries.

Any of the foregoing events could have a material, adverse effect on our financial position and operating results and harm our business reputation.

We maintain cyber liability insurance policies covering certain security and privacy damages. However, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all. Risks related to cybersecurity will increase as we continue to grow the scale and functionality of our platform and process, store, and transmit increasingly large amounts of our customers’ information and data, which may include proprietary or confidential data or personal data.

Our platform may infringe the intellectual property rights of third parties and this may create liability for us or otherwise harm our business.

Third parties may claim that our current or future products and services infringe their intellectual property rights, and such claims may result in legal claims against our customers and us. These claims may damage our brand and reputation, harm our customer relationships, and create liability for us. We expect the number of such claims will increase as the number of products and services and the level of competition in our market grows, the functionality of our platform overlaps with that of other products and services, and the volume of issued software patents and patent applications continues to increase. We generally agree in our customer contracts to indemnify customers for expenses or liabilities they incur as a result of third party intellectual property infringement claims associated with our platform. To the extent that any claim arises as a result of third-party technology we have licensed for use in our platform, we may be unable to recover from the appropriate third party any expenses or other liabilities that we incur.

Companies in the software and technology industries, including some of our current and potential competitors, own large numbers of patents, copyrights, trademarks, and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. In addition, many of these companies have the capability to dedicate substantially greater resources to enforce their intellectual property rights and to defend claims that may be brought against them. Furthermore, patent holding companies, non-practicing entities, and other adverse patent owners that are not deterred by our existing intellectual property protections may seek to assert patent claims against us. From time to time, third parties, including certain of these leading companies, have contacted us inviting us to license their patents and may, in the future, assert patent, copyright, trademark, or other intellectual property rights against us, our channel partners, our technology partners, or our customers. We have received, and may in the future receive, notices that claim we have misappropriated, misused, or infringed other parties’ intellectual property rights, and, to the extent we gain greater market visibility, we face a higher risk of being the subject of intellectual property infringement claims, which is not uncommon with respect to the enterprise software market.

There may be third-party intellectual property rights, including issued or pending patents, that cover significant aspects of our technologies or business methods. In addition, if we acquire or license technologies from third parties, we may be exposed to increased risk of being the subject of intellectual property infringement due to, among other things, our lower level of visibility into the development process with respect to such technology and the care taken to safeguard against infringement

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risks. Any intellectual property claims, with or without merit, could be very time-consuming, could be expensive to settle or litigate, and could divert our management’s attention and other resources. These claims could also subject us to significant liability for damages, potentially including treble damages if we are found to have willfully infringed patents or copyrights, and may require us to indemnify our customers for liabilities they incur as a result of such claims. These claims could also result in our having to stop using technology found to be in violation of a third party’s rights. We might be required to seek a license for the intellectual property, which may not be available on reasonable terms or at all. Even if a license were available, we could be required to pay significant royalties, which would increase our operating expenses. Alternatively, we could be required to develop alternative non-infringing technology, which could require significant time, effort, and expense, and may affect the performance or features of our platform. If we cannot license or develop alternative non-infringing substitutes for any infringing technology used in any aspect of our business, we would be forced to limit or stop sales of our platform and may be unable to compete effectively. Any of these results would adversely affect our business operations and financial condition.

Business disruptions or performance problems associated with our technology and infrastructure, including interruptions, delays, or failures in service from our third-party data center hosting facility and other third-party services, could adversely affect our operating results or result in a material weakness in our internal controls.

Continued adoption of our platform depends in part on the ability of our existing and potential customers to access our platform within a reasonable amount of time. We have experienced, and may in the future experience, disruptions, data loss, outages, and other performance problems with our infrastructure and website due to a variety of factors, including infrastructure changes, introductions of new functionality, human or software errors, capacity constraints, denial of service attacks, or other security-related incidents. If our platform is unavailable or if our users and customers are unable to access our platform within a reasonable amount of time, or at all, we may experience a decline in renewals, damage to our brand, or other harm to our business. To the extent that we do not effectively address capacity constraints, upgrade our systems as needed, and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business, operating results, and financial condition could be adversely affected. As we continue to develop and scale cloud-based offerings, the foregoing will become more likely and the results of any disruptions and performance problems could more significantly and negatively impact us and our customers who have subscribed to our cloud-based offerings.

A significant portion of our critical business operations are concentrated in the United States. For instance, we serve our customers and manage certain critical internal processes using a third-party data center hosting facility located in Colorado and other third-party services, including cloud services. We are a highly automated business, and a disruption or failure of our systems, or the third-party hosting facility or other third-party services that we use, could cause delays in completing sales and providing services. For example, from time to time, our data center hosting facility in Colorado has experienced outages. Such disruptions or failures could also include a major earthquake, blizzard, fire, cyber-attack, act of terrorism, or other catastrophic event, or a decision by one of our third-party service providers to close facilities that we use without adequate notice or other unanticipated problems with the third-party services that we use, including a failure to meet service standards.

Interruptions or performance problems with either our technology and infrastructure, our data center hosting facility, or our third-party service providers could, among other things:

•result in the destruction or disruption of any of our or our customers’ critical business operations, controls, or procedures or information technology systems;

•severely affect our ability to conduct normal business operations;

•result in a material weakness in our internal control over financial reporting;

•cause us to be in breach of our contractual obligations and result in our customers terminating their subscriptions or seeking service credits for uptime violations under applicable SLAs;

•result in our issuing credits or paying penalties or fines;

•harm our brand and reputation;

•adversely affect our renewal rates or our ability to attract new customers; or

•cause our platform to be perceived as unreliable or unsecure.

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Any of the above could adversely affect our business operations and financial condition. Further, because nearly all of our employees were working, and many continue to work, remotely full-time as a result of the COVID-19 pandemic, we increased infrastructure capacity in those areas where we anticipated increased demand. Any technology supply chain disruptions, whether as a result of the impact of the COVID-19 pandemic or otherwise, could also delay our infrastructure expansion, including office expansion and employee onboarding, due to a lack of available components or products, which could adversely affect our business operations, rate of growth and financial condition.

Failure to protect our intellectual property could adversely affect our business.

We currently rely on a combination of patents, copyrights, trademarks, trade secrets, confidentiality procedures, contractual commitments, and other legal rights to establish and protect our intellectual property. We currently have “Alteryx” and variants and other marks registered as trademarks or pending registrations in the U.S. and certain foreign countries. We also rely on copyright laws to protect computer programs related to our platform and our proprietary technologies, although to date we have not registered for statutory copyright protection. We have registered numerous Internet domain names in the U.S. and certain foreign countries related to our business. Despite our efforts, the steps we take to protect our intellectual property may be inadequate and we will not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property. Unauthorized third parties may try to copy or reverse engineer portions of our platform or otherwise obtain and use our intellectual property. In addition, we may not be able to obtain sufficient intellectual property protection for important features of our platform, in which case our competitors may discover ways to provide similar features without infringing or misappropriating our intellectual property rights.

Historically, we have prioritized keeping our technology architecture, trade secrets, and engineering roadmap confidential, and as a general matter, have not extensively patented our proprietary technology. As a result, we generally cannot look to patent enforcement rights to protect a significant portion of our proprietary technology. Furthermore, our patent strategy is still in its early stages. Any patents that we may own and rely on may be challenged or circumvented by others or invalidated through administrative process or litigation. Our current and future patent applications may not be issued with the scope of the claims we seek, if at all. In addition, any patents issued in the future may not provide us with competitive advantages, may not be enforceable in actions against alleged infringers or may be successfully challenged by third parties. Further, the process of obtaining patent protection is expensive and time-consuming and we may not be able to prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. For those patents that we do own and may own in the future, the United States Patent and Trademark Office and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment, and other similar provisions during the patent application process and to maintain issued patents. There are situations in which noncompliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. If this occurs, it could have a material adverse effect on our business operations and financial condition.

Moreover, U.S. patent law, developing jurisprudence regarding U.S. patent law, and possible future changes to U.S. or foreign patent laws and regulations may affect our ability to protect our intellectual property and defend against claims of patent infringement. In addition, the laws of some countries do not provide the same level of protection of our intellectual property as do the laws of the United States. As we expand our international activities, our exposure to unauthorized copying and use of our platform and proprietary information will likely increase. Despite our precautions, it may be possible for unauthorized third parties to infringe upon or misappropriate our intellectual property, to copy our platform, and use information that we regard as proprietary to create products and services that compete with ours. Effective intellectual property protection may not be available to us in every country in which our platform is available, and mechanisms for enforcement of intellectual property rights in those countries may be inadequate. For example, some foreign countries have compulsory licensing laws under which a patent owner must grant licenses to third parties. In addition, many countries limit the enforceability of patents against certain third parties, including government agencies or government contractors. In these countries, patents may provide limited or no benefit. We may need to expend additional resources to defend our intellectual property rights domestically or internationally, which could impair our business or adversely affect our domestic or international expansion. If we cannot protect our intellectual property against unauthorized copying or use, we may not remain competitive and our business, operating results, and financial condition may be adversely affected.

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We enter into confidentiality and invention assignment agreements with our employees and consultants and enter into confidentiality agreements with other parties. We cannot assure you that these agreements will be effective in controlling access to, use of, and distribution of our proprietary information or in effectively securing exclusive ownership of intellectual property developed by our employees and consultants. Further, these agreements may not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our platform.

In order to protect our intellectual property rights, we may be required to spend significant resources to acquire, maintain, monitor, and protect our intellectual property rights. We cannot assure you that our monitoring efforts will detect every infringement of our intellectual property rights by a third party. Litigation may be necessary in the future to enforce our intellectual property rights and to protect our trade secrets. Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming, and distracting to management, and could result in the impairment or loss of portions of our intellectual property. Further, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of our intellectual property rights. Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay further sales or the implementation of our platform, impair the functionality of our platform, delay introductions of new products and services, result in our substituting inferior or more costly technologies into our platform, or damage our brand and reputation.

In addition, we contribute software source code under open source licenses. As a result of our open source contributions, we may disclose code and/or innovations that turn out to be material to our business and may also be exposed to increased litigation risk. If the protection of our proprietary rights is inadequate to prevent unauthorized use or appropriation by third parties, the value of our brand and other intangible assets may be diminished and competitors may be able to more effectively mimic our products, services, and methods of operations. Any of these events could have an adverse effect on our business and financial results.

Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement and other losses.

Our agreements with customers and other third parties may include indemnification provisions under which we agree to indemnify them for losses suffered or incurred as a result of third-party claims of intellectual property infringement or other violations of intellectual property rights, damages caused by us to property or persons, or other liabilities relating to or arising from our software, services or other contractual obligations. Large indemnity payments could harm our business, operating results, and financial condition. Any dispute with a customer with respect to such obligations could have adverse effects on our relationship with that customer and other existing customers and new customers and harm our business and operating results.

Our software contains third-party open source software components, and failure to comply with the terms of the underlying open source software licenses could restrict our ability to sell our software.

Our software incorporates open source software code. An open source license allows the use, modification, and distribution of software in source code form. Certain kinds of open source licenses further require that any person who creates a product or service that contains, links to, or is derived from software that was subject to an open source license must also make their own product or service subject to the same open source license. Using software that is subject to this kind of open source license can lead to a requirement that our software be provided free of charge or be made available or distributed in source code form. Although we do not believe our software includes any open source software in a manner that would result in the imposition of any such requirement, the interpretation of open source licenses is legally complex and, despite our efforts, it is possible that our software could be found to contain this type of open source software.

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Moreover, we cannot assure you that our processes for controlling our use of open source software in our software will be effective. If we have not complied with the terms of an applicable open source software license, we could be required to seek licenses from third parties to continue offering our software on terms that are not economically feasible, to re-engineer our software to remove or replace the open source software, to discontinue the sale of our software if re-engineering could not be accomplished on a timely basis, to pay monetary damages, or to make generally available the source code for our proprietary technology, any of which could adversely affect our business, operating results, and financial condition.

In addition to risks related to license requirements, use of open source software can involve greater risks than those associated with use of third-party commercial software, as open source licensors generally do not provide warranties or assurance of title, performance, non-infringement, or controls on origin of the software. There is typically no support available for open source software, and we cannot assure you that the authors of such open source software will not abandon further development and maintenance. Many of the risks associated with the use of open source software, such as the lack of warranties or assurances of title or performance, cannot be eliminated, and could, if not properly addressed, negatively affect our business. We have established processes to help alleviate these risks, including a review process for screening requests from our development organizations for the use of open source software, but we cannot be sure that all open source software is identified or submitted for approval prior to use in our software.

Responding to any infringement claim, regardless of its validity, or discovering the use of certain types of open source software code in our software could harm our business, operating results, and financial condition, by, among other things:

•resulting in time-consuming and costly litigation;

•diverting management’s time and attention from developing our business;

•requiring us to pay monetary damages or enter into royalty and licensing agreements that we would not normally find acceptable;

•causing delays in the deployment of our software;

•requiring us to stop selling some aspects of our software;

•requiring us to redesign certain components of our software using alternative non-infringing or non-open source technology or practices, which could require significant effort and expense;

•requiring us to disclose our software source code, the detailed program commands for our software; and

•requiring us to satisfy indemnification obligations to our customers.

Risks Related to Legal, Regulatory, Accounting, and Tax Matters

The nature of our business requires the application of complex revenue recognition rules and changes in financial accounting standards or practices may cause adverse, unexpected financial reporting fluctuations and affect our reported operating results.

U.S. generally accepted accounting principles, or U.S. GAAP, is subject to interpretation by the Financial Accounting Standards Board, or FASB, the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. A change in accounting standards or practices can have a significant effect on our reported results and may even affect our reporting of transactions completed before the change is effective, as occurred in connection with our adoption of ASU, 2014-09, Revenue from Contracts with Customers (Topic 606), or ASC 606. New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future. Changes to existing rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct our business.

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Accounting for revenue from sales of subscriptions to software is particularly complex, is often the subject of intense scrutiny by the SEC and will evolve as FASB continues to consider applicable accounting standards in this area. For example, ASC 606 became effective for our annual reporting period for the year ended December 31, 2018 and had a material impact on our operating results for the year ended December 31, 2018. ASC 606 also became effective for Trifacta for its annual reporting period for the year ended January 31, 2021. ASC 606 is principles-based and interpretation of those principles may vary from company to company based on their unique circumstances. It is possible that interpretation, industry practice and guidance may evolve. Our operating results may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results to fall below the expectations of securities analysts and investors, resulting in a decline in our stock price. We may also incur increased costs and expenses in assessing the application of ASC 606 to the Trifacta business both in periods prior to the closing of the acquisition and in future periods as we integrate Trifacta into our own financial reporting.

We also implemented changes to our accounting processes, internal controls, and disclosures to support ASC 606. For example, the timing by which we recognize revenue from each of our products differs as a result of our transition to ASC 606. Our contracts with customers often include multiple performance obligations and we allocate the transaction price to the various performance obligations based on standalone selling price. Revenue is recognized when we satisfy each performance obligation, which can occur throughout the contract period. If we determine to add or remove any performance obligations from our products in the future, the timing and pattern of revenue recognition for our contracts with customers could materially change, resulting in either a larger or smaller portion of the total transaction price being recognized at the point in time when the platform is first made available to the customer, or the beginning of the subscription term, if later. For example, beginning January 1, 2022, as a result of a determination to cease the inclusion of a certain performance obligation previously included in subscriptions to our platform, a larger portion of the total transaction price is now recognized at the point in time when the platform is first made available to the customer, or the beginning of the subscription term, if later, than had previously been recognized for our platform. As we introduce cloud-based offerings, the pattern of revenue recognition could differ from the pattern of revenue recognition related to our legacy on-premise products. If a shift in our product mix favors the sale of one or more product(s) over our other product offerings, including as a result of selling Trifacta’s standalone product, our revenue may be affected and may grow more slowly or inconsistently than it has in the past, or decline, and our operating results may be adversely impacted. In addition, industry and financial analysts may have difficulty understanding any shifts in our product mix, resulting in changes in financial estimates or failure to meet investor expectations. Furthermore, if we are unsuccessful in adapting our business to the requirements of any new accounting standard, or if changes to our go-to-market strategy create new risks, then we may experience greater volatility in our quarterly and annual operating results, which may have a material adverse effect on the trading price of our Class A common stock.

Changes in laws, regulations, or guidance issued by supervisory authorities relating to privacy or the protection or transfer of personal data, or any actual or perceived failure by us to comply with such laws, regulations, or guidance or our privacy policies, could adversely affect our business.

Certain of our business operations, including the delivery of our platform, involve the processing, storing, and transmitting of personal data that is subject to our privacy policies and certain federal, state, and foreign laws and regulations relating to privacy and data protection. The scope and volume of user personal data that we collect and store through our platform, networks, and other systems, as well as the storage of customer data, is increasing significantly as we release cloud-based offerings. In recent years, the collection and use of personal data by companies have come under increased regulatory and public scrutiny. Any actual or perceived loss, improper retention or misuse of information or alleged violations of laws and regulations relating to privacy, data protection and data security, and any relevant claims, could result in an enforcement action against us, including fines, imprisonment of company officials, public censure (with or without a consent decree or finding by supervisory authorities), claims for damages by customers and other affected individuals, and damage to our reputation and loss of goodwill (both in relation to existing customers and prospective customers), any of which could have an adverse effect on our operations, financial performance, and business. Evolving definitions of personal data within the European Union, the United States, and globally, especially relating to the treatment of internet protocol addresses, machine or device identifiers, location data, and other potentially identifying information as personal data, may limit or restrict our ability to operate or expand our business, including limiting strategic partnerships that may involve the sharing of such user data. Some jurisdictions

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further require that certain types of data be retained on servers located within the jurisdiction, which could increase our compliance costs and slow expansion to new regions. Any perception of privacy or security concerns or an inability to comply with applicable laws, regulations, guidance of supervisory authorities, policies, industry standards, contractual obligations or other legal obligations, even if unfounded, may result in additional cost and liability to us, harm our reputation and inhibit adoption of our products by current and future customers, and may adversely affect our business, financial condition, and operating results.

As the use of digital information continues to evolve, regulation by federal, state, and foreign governments or agencies in the areas of data privacy and data security has increased, is likely to further increase, and may touch upon other regulatory legal regimes. In the United States, for example, protected health information is subject to the Health Insurance Portability and Accountability Act, or HIPAA. HIPAA has been supplemented by the Health Information Technology for Economic and Clinical Health Act with the result of increased civil and criminal penalties for noncompliance. Under HIPAA, entities performing certain functions and creating, receiving, maintaining, or transmitting protected health information provided by covered entities and other business associates are directly subject to HIPAA. In the event our platform or other products process protected health information uploaded by our customers, we may be obligated to comply with certain additional privacy, data security, and contractual requirements to ensure compliance with HIPAA. Any systems failure or security breach that results in the release of, or unauthorized access to, personal data, or any failure or perceived failure by us to comply with our privacy policies or any applicable laws or regulations relating to privacy or data protection, could result in proceedings against us by governmental entities, supervisory authorities, or others. Such proceedings could result in the imposition of sanctions, fines, penalties, liabilities, or governmental orders requiring that we change our data or security practices, any of which could have a material adverse effect on our business, operating results, and financial condition.

Data protection and privacy laws are becoming more rigorous, with regulators applying more scrutiny resulting in inconsistent and conflicting interpretations or supplemental regulations that may result in our not being in technical compliance from one jurisdiction to another. Despite our efforts to comply with these varying requirements, a regulator or supervisory authority may determine that we have not done so and subject us to fines, potentially costly remediation requirements, and public censure, which could harm our business. For example, the General Data Protection Regulation, or the GDPR, adopted by the European Union and effective as of May 2018, imposes stringent data protection requirements, including mandating extensive documentation requirements and implementation of internal and external procedures to comply with certain privacy rights granted to individuals. We have incurred substantial expense in complying with the obligations imposed by the GDPR and we may be required to make further significant changes in our business operations as regulatory guidance develops, all of which may adversely affect our revenue and our business overall. In addition, the GDPR, as well as other European Data Protection laws, such as those from the U.K. and Switzerland, set forth explicit limitations on transfers of personal data from the European Economic Area, or EEA, the U.K., and Switzerland to the United States or other jurisdictions that the European Commission (or United Kingdom or Switzerland, as applicable) does not recognize as having “adequate” data protection laws, absent an approved data transfer mechanism or appropriate safeguards in place, such as Standard Contractual Clauses, the most recent of which were amended by the European Commission in June 2021, which will also require extra efforts to achieve compliance by December 2022 on then-existing contracts. While we strive to comply with these Standard Contractual Clauses, it is possible that in certain situations we may not be able to use them and may otherwise be unable to transfer personal data between and among countries and regions in which we operate. This could affect the way we provide our services and we may find it necessary to establish systems in the EEA, the U.K., and Switzerland to maintain personal data originating from those jurisdictions, which may involve substantial expense and distraction from other aspects of our business. These developments in the European Union could increase the risk of non-compliance and the costs of providing our products and services in a compliant manner. Since the beginning of 2021, when the transitional period following Brexit expired, we have had to continue to comply with the GDPR and also the U.K.’s implementation of GDPR and supplemental Data Protection Act, with each regime having the ability to fine up to the greater of €20 million (£17.5 million) or 4% of annual global turnover.

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Several states have also enacted new data privacy laws. For example, California enacted the California Consumer Privacy Act, or the CCPA, that, among other things, requires covered companies to provide new disclosures and individual privacy rights to California consumers, and to afford such consumers new abilities to opt out of certain sales of personal information. The CCPA took effect on July 1, 2020, with its implementing regulations most recently amended on March 15, 2021. The California Privacy Rights Act, or the CPRA, was separately approved by California voters in connection with the November 2020 election and creates new obligations relating to consumer data collected after January 1, 2022, with implementing regulations expected on or before July 1, 2022, and enforcement beginning January 1, 2023. The CCPA provides for civil penalties for violations, as well as a private right of action for security breaches that may increase security breach litigation, but potential uncertainty surrounding the CPRA’s adoption may increase our compliance costs and potential liability, particularly in the event of a data breach, and could have a material adverse effect on our business, including how we use personal information, our financial condition and our operating results. We continue to monitor other state laws on data privacy and protection, such as Virginia and Colorado, which have consumer data protection laws going into effect on January 1, 2023 and July 1, 2023, respectively. The Utah Consumer Privacy Act of 2022 was also recently enacted and will become effective on December 31, 2023. Twelve other states have active legislative efforts that we are monitoring. As we deploy cloud-based products and business models into our operations, the scope and applicability of the foregoing and any future privacy and data protection laws and regulations to our business will increase and the consequences of any related failures or breaches will become more severe.

We depend on third parties in relation to the operation of our business, a number of which process personal data on our behalf. With each such provider we generally attempt to mitigate the associated risks of using third parties by, among other things, performing security assessments, entering into contractual arrangements to ensure that providers only process personal data according to our instructions, and that they have sufficient technical and organizational security measures in place. Where we transfer personal data outside the EEA or the U.K. to such third parties, we do so while considering the relevant safeguards (e.g., Standard Contractual Clauses, as described above). There is no assurance that these contractual measures and our own privacy and security-related safeguards will protect us from the risks associated with the third-party processing, storage, and transmission of such information. Any violation of data or security laws by our third-party processors could have a material adverse effect on our business and result in the fines and penalties outlined above.

Furthermore, enforcement actions and investigations by regulatory authorities (such as the Federal Trade Commission or the states’ attorneys general) related to data security incidents, alleged unfair or deceptive acts concerning privacy practices, and other privacy violations continue to increase. Any concerns about our data privacy and security practices (even if unfounded), or any failure, real or perceived, by us to comply with our posted privacy policies or related statements, any legal or regulatory requirements, standards, certifications or orders, or other privacy or consumer protection-related laws and regulations applicable to us, could cause our users to reduce their use of our products and services. Any failure or perceived failure by us (or the third parties with whom we have contracted to process such information) to comply with applicable privacy and security laws, policies or related contractual obligations, or any compromise of security that results in unauthorized access, use or transmission of, personal user information, could result in a variety of claims against us, including governmental enforcement actions and investigations, class action privacy litigation in certain jurisdictions, and proceedings by data protection authorities. As a result of these events, our reputation may be harmed, we may lose current and potential users and the competitive position of our brand might be diminished, any of which could materially adversely affect our business, operating results, and financial condition. In addition, if our practices are not consistent or viewed as not consistent with legal and regulatory requirements, including changes in laws, regulations, and standards or new interpretations or applications of existing laws, regulations, and standards, we may become subject to audits, inquiries, whistleblower complaints, adverse media coverage, investigations, loss of export privileges, or severe criminal or civil sanctions, any of which may have a material adverse effect on our business, operating results, reputation, and financial condition.

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Political and economic uncertainty, particularly in Europe, could cause disruptions to, and create uncertainty surrounding, our business in Europe, including affecting our relationships with our existing and prospective customers, partners, and employees, and could have a material impact on our operations in Europe.

In a June 2016 referendum, the United Kingdom voted in favor of leaving the European Union, and in March 2017, the United Kingdom notified the European Union of its plan to leave the European Union, a process commonly referred to as “Brexit.” Brexit occurred on January 31, 2020 and continues to create political and economic uncertainty. For example, our U.K.-headquartered subsidiary co-develops and licenses our products to customers outside of North and South America, many of which are in the European Union. The transition period terminated on December 31, 2020 and on that date, the U.K. passed legislation giving effect to a Trade and Cooperation Agreement with the E.U. that the E.U. formally ratified in April 2021. Under the Trade and Cooperation Agreement, U.K. service suppliers no longer benefit from automatic access to the entire E.U. single market, U.K. goods no longer benefit from the free movement of goods and there is no longer the free movement of people between the U.K. and the E.U., resulting in our U.K. subsidiary losing access to the E.U. single market and to E.U. trade agreements with other jurisdictions. We may be required to move certain operations to other E.U. member states to maintain access to the E.U. single market and to E.U. trade deals, which could disrupt our business and our relationships with existing and prospective customers, partners, and employees.

Depending on the application of the terms of the Trade and Cooperation Agreement, we could face new regulatory costs and burdens, including imposition of customs duties, or tariffs, on our products licensed to customers in the European Union. We are unable to predict how and to what extent Brexit will impact our future operating results and cash flows.

Additionally, Russia’s recent invasion of Ukraine has negatively affected our employees and operations in the region, given our research and development center in Ukraine, and could negatively affect our business and our relationships with existing and prospective customers, partners, and employees, particularly those in Europe, given the global political and economic uncertainty resulting from the conflict.

Contractual disputes with our customers could be costly, time-consuming, and harm our reputation.

Our business is contract intensive and we are party to contracts with our customers all over the world. Our contracts can contain a variety of terms, including security obligations, indemnification obligations and regulatory requirements. Contract terms may not always be standardized across our customers and can be subject to differing interpretations, which could result in disputes with our customers from time to time. If our customers notify us of an alleged contract breach or otherwise dispute any provision under our contracts, the resolution of such disputes in a manner adverse to our interests could negatively affect our operating results.

Failure to comply with governmental laws and regulations could harm our business.

Our business is subject to regulation by various federal, state, local and foreign governments. In certain jurisdictions, these regulatory requirements may be more stringent than those in the United States. Noncompliance with applicable regulations or requirements could subject us to investigations, sanctions, mandatory product recalls, enforcement actions, disgorgement of profits, fines, damages, civil and criminal penalties, injunctions, or other collateral consequences. If any governmental sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, operating results, and financial condition could be materially adversely affected. In addition, responding to any action will likely result in a significant diversion of management’s attention and resources and an increase in professional fees. Enforcement actions and sanctions could harm our business, reputation, operating results, and financial condition.

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Current and future litigation could have a material adverse impact on our operating results and financial condition.

From time to time, we have been subject to litigation, including class action litigation The outcome of any litigation, regardless of its merits, is inherently uncertain. Regardless of the merits of any claims that may be brought against us, pending or future litigation could result in a diversion of management’s attention and resources and we may be required to incur significant expenses defending against these claims. If we are unable to prevail in litigation, we could incur payments of substantial monetary damages or fines, or undesirable changes to our products or business practices, and accordingly our business, financial condition, or operating results could be materially and adversely affected. Where we can make a reasonable estimate of the liability relating to pending litigation and determine that it is probable, we record a related liability. As additional information becomes available, we assess the potential liability and revise estimates as appropriate. However, because of uncertainties relating to litigation, the amount of our estimates could change. Any adverse determination related to litigation could require us to change our technology or our business practices, pay monetary damages or fines, or enter into royalty or licensing arrangements, which could adversely affect our operating results and cash flows, harm our reputation, or otherwise negatively impact our business.

Failure to comply with anti-corruption and anti-money laundering laws, including the FCPA and similar laws associated with our activities outside of the United States, could subject us to penalties and other adverse consequences.

We are subject to the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act, the Bribery Act, and possibly other anti-bribery and anti-money laundering laws in countries in which we conduct activities. We face significant risks if we fail to comply with the FCPA and other anti-corruption laws that prohibit companies and their employees and third-party intermediaries from authorizing, offering, or providing, directly or indirectly, improper payments or benefits to foreign government officials, political parties, and private-sector recipients for the purpose of obtaining or retaining business, directing business to any person, or securing any advantage. In many foreign countries, particularly in countries with developing economies, it may be a local custom that businesses engage in practices that are prohibited by the FCPA or other applicable laws and regulations. In addition, we use various third parties to sell our platform and conduct our business abroad. We or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and we can be held liable for the corrupt or other illegal activities of these third-party intermediaries, our employees, representatives, contractors, partners, and agents, even if we do not explicitly authorize such activities. We have implemented an anti-corruption compliance program but cannot assure you that all our employees and agents, as well as those companies to which we outsource certain of our business operations, will not take actions in violation of our policies and applicable law, for which we may be ultimately held responsible.

Any violation of the FCPA, other applicable anti-corruption laws, and anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions and, in the case of the FCPA, suspension or debarment from U.S. government contracts, which could have an adverse effect on our reputation, business, operating results, and prospects. In addition, responding to any enforcement action may result in a significant diversion of management’s attention and resources and significant defense costs and other professional fees.

We are required to comply with governmental export control laws and regulations. Our failure to comply with these laws and regulations could have an adverse effect on our business and operating results.

Our platform is subject to governmental, including United States and European Union, export control laws and regulations. U.S. export control laws and regulations and economic sanctions prohibit the shipment of certain products and services to U.S. embargoed or sanctioned countries, governments, and persons, and complying with export control and sanctions regulations for a particular sale may be time-consuming and may result in the delay or loss of sales opportunities. For example, the U.S. and other countries levied additional sanctions against Russian and Belarusian entities and individuals in response to Russia’s military action in Ukraine. As a result, we terminated access to our software to, and ceased pursuing active deals with, various sanctioned entities and individuals. While our commercial presence in Russia is not material, there may be other, similar events in the future where increased sanction activity results in a material adverse effect on our operating results and financial condition. Further, while we take precautions to prevent our platform from being exported in violation of these laws, if we were to fail to comply with U.S. export laws, U.S. customs regulations and import regulations, U.S. economic

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sanctions, and other countries’ import and export laws, we could be subject to substantial civil and criminal penalties, including fines for the company and incarceration for responsible employees and managers, and the possible loss of export or import privileges.

We incorporate encryption technology into certain of our products. Encryption products may be exported outside of the United States only with the required export authorization including by license, a license exception or other appropriate government authorization. In addition, various countries regulate the import of certain encryption technology, including import permitting and licensing requirements, and have enacted laws that could limit our ability to distribute our products or could limit our customers’ ability to implement our products in those countries. Although we take precautions to prevent our products from being provided in violation of such laws, we cannot assure you that inadvertent violations of such laws have not occurred or will not occur in connection with the distribution of our products despite the precautions we take. Governmental regulation of encryption technology and regulation of imports or exports, or our failure to obtain required import or export approval for our products, could harm our international sales and adversely affect our operating results.

Further, if our channel or other partners fail to obtain appropriate import, export, or re-export licenses or permits, we may also be harmed, become the subject of government investigations or penalties, and incur reputational harm. Changes in our platform or changes in export and import regulations may create delays in the introduction of our platform in international markets, prevent our customers with international operations from deploying our platform globally or, in some cases, prevent the export or import of our platform to certain countries, governments, or persons altogether. Any change in export or import laws or regulations, economic sanctions, or related legislation, shift in the enforcement or scope of existing laws and regulations, or change in the countries, governments, persons, or technologies targeted by such laws and regulations, including as a result of economic sanctions and other geopolitical developments following Russia’s recent invasion of Ukraine, could result in decreased use of our platform by, or in our decreased ability to export or sell our platform to, existing or potential customers with international operations. Any decreased use of our platform or limitation on our ability to export or sell our platform would likely harm our business, financial condition, and operating results.

Our financial statements are subject to change and if our estimates or judgments relating to our critical and significant accounting policies prove to be incorrect, our operating results could be adversely affected.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and related notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q. The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, and equity, and the amount of revenue and expenses that are not readily apparent from other sources. Critical and significant accounting policies and estimates used in preparing our condensed consolidated financial statements include those related to revenue recognition, convertible senior notes, and accounting for income taxes. Our operating results may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results to fall below the expectations of securities analysts and investors, resulting in a decline in the price of our Class A common stock.

If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings.

We review our goodwill and intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable, such as declines in stock price, market capitalization, or cash flows and slower growth rates in our industry. Goodwill is required to be tested for impairment at least annually. If we are required to record a significant charge in our financial statements during the period in which any impairment of our goodwill or intangible assets is determined, that would negatively affect our operating results.

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We may have exposure to additional tax liabilities.

We are subject to complex tax laws and regulations in the United States and a variety of foreign jurisdictions. All of these jurisdictions have in the past and may in the future make changes to their corporate income tax rates and other income tax laws which could increase our future income tax provision.

Our future income tax obligations could be affected by earnings that are lower than anticipated in jurisdictions where we have lower statutory rates and by earnings that are higher than anticipated in jurisdictions where we have higher statutory rates, by changes in the valuation of our deferred tax assets and liabilities, changes in the amount of unrecognized tax benefits, or by changes in tax laws, regulations, accounting principles, or interpretations thereof.

Our determination of our tax liability is subject to review by applicable U.S. and foreign tax authorities. Any adverse outcome of such a review could harm our operating results and financial condition. The determination of our worldwide provision for income taxes and other tax liabilities requires significant judgment and, in the ordinary course of business, there are many transactions and calculations where the ultimate tax determination is complex and uncertain. Moreover, as a multinational business, we have subsidiaries that engage in many intercompany transactions in a variety of tax jurisdictions where the ultimate tax determination is complex and uncertain. Our existing corporate structure and intercompany arrangements have been implemented in a manner we believe is in compliance with current prevailing tax laws. However, the taxing authorities of the jurisdictions in which we operate may challenge our methodologies for valuing developed technology or intercompany arrangements, which could impact our worldwide effective tax rate and harm our financial position and operating results.

We are also subject to non-income taxes, such as payroll, sales, use, value-added, net worth, property, and goods and services taxes in the United States and various foreign jurisdictions. We are periodically reviewed and audited by tax authorities with respect to income and non-income taxes. Tax authorities may disagree with certain positions we have taken and we may have exposure to additional income and non-income tax liabilities, which could have an adverse effect on our operating results and financial condition. In addition, our future effective tax rates could be favorably or unfavorably affected by changes in tax rates, changes in the valuation of our deferred tax assets or liabilities, the effectiveness of our tax planning strategies, or changes in tax laws or their interpretation. Such changes could have an adverse impact on our financial condition.

As a result of these and other factors, the ultimate amount of tax obligations owed may differ from the amounts recorded in our financial statements and any such difference may harm our operating results in future periods in which we change our estimates of our tax obligations or in which the ultimate tax outcome is determined.

Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations which could subject our business to higher tax liability.

Our ability to use our net operating losses, or NOLs, to offset future taxable income may be subject to certain limitations which could subject our business to higher tax liability. We may be limited in the portion of NOL carryforwards that we can use in the future to offset taxable income for U.S. federal and state income tax purposes, and federal tax credits to offset federal tax liabilities. Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, limit the use of NOLs and tax credits after a cumulative change in corporate ownership of more than 50% occurs within a three-year period. The statutes place a formula limit on how much NOLs and tax credits a corporation can use in a tax year after a change in ownership. Avoiding an ownership change is generally beyond our control. Although the ownership changes we experienced in the past have not prevented us from using all NOLs and tax credits accumulated before such ownership changes, we could experience another ownership change that might limit our use of NOLs and tax credits in the future. There is also a risk that due to regulatory changes, such as suspensions on the use of NOLs, or other unforeseen reasons, our existing NOLs could expire or otherwise be unavailable to offset future income tax liabilities. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, was signed into law. The CARES Act changes certain provisions of the Tax Cuts and Jobs Act of 2017, or Tax Act. Under the CARES Act, NOLs arising in taxable years beginning after December 31, 2017 and before January 1, 2021 may be carried back to each of the five taxable years preceding the tax year of such loss, but NOLs arising in taxable years beginning after December 31, 2020 may not be carried back. Under the Tax Act, as modified by the CARES Act, NOLs from

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tax years that began after December 31, 2017 may offset no more than 80% of current taxable income annually for taxable years beginning after December 31, 2020. Accordingly, if we generate NOLs after the tax year ended December 31, 2017, we might have to pay more federal income taxes in a subsequent year as a result of the 80% taxable income limitation than we would have had to pay under the law in effect before the Tax Act was modified by the CARES Act. On June 29, 2020, California Senate Bill 85, or S.B. 85, was signed into law. S.B. 85 suspends NOL deductions in each of 2020, 2021 and 2022 when a taxpayer has more than $1 million of taxable income before the application of NOLs. S.B. 85 also limits tax credits to $5 million for each taxpayer for the same tax years to reduce their California income tax liability in 2020, 2021 and 2022, respectively. Both the NOL and credit provisions capped by the annual limits in 2020, 2021, or 2022 have an extended carryover period for each year the limit applies. Therefore, if we have more than $1 million of California taxable income in 2022, the application of NOLs and credits would be limited by the new legislation.

We may require additional capital to fund our business and support our growth, and any inability to generate or obtain such capital may adversely affect our operating results and financial condition.

In order to support our growth and respond to business challenges, such as developing new features or enhancements to our platform to stay competitive, acquiring new technologies, and improving our infrastructure, we have made significant financial investments in our business and we intend to continue to make such investments. As a result, we may need to engage in additional equity or debt financings to provide the funds required for these investments and other business endeavors. If we raise additional funds through equity or convertible debt issuances, our existing stockholders may suffer significant dilution and these securities could have rights, preferences, and privileges that are superior to that of holders of our common stock. If we obtain additional funds through debt financing, we may not be able to obtain such financing on terms favorable to us. Such terms may involve restrictive covenants making it difficult to engage in capital raising activities and pursue business opportunities, including potential acquisitions. The trading prices for our common stock and other technology companies have been highly volatile during and as a result of the COVID-19 pandemic and other circumstances often unrelated to the operating performance of companies, which may reduce our ability to access capital on favorable terms or at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, or if we are unable to refinance our existing debt on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired and our business may be adversely affected, requiring us to delay, reduce, or eliminate some or all of our operations.

Risks Related to Our Notes

Although our Notes are referred to as senior notes, they are effectively subordinated to any of our secured debt and any liabilities of our subsidiaries.

The Notes (as defined in Note 8, Convertible Senior Notes, of the notes to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q) rank senior in right of payment to any of our indebtedness and other liabilities that are expressly subordinated in right of payment to the Notes; equal in right of payment among all series of Notes and to any other existing and future indebtedness and other liabilities that are not subordinated; effectively junior in right of payment to any of our secured indebtedness and other liabilities to the extent of the value of the assets securing such indebtedness and other liabilities; and structurally junior in right of payment to all of our existing and future indebtedness and other liabilities (including trade payables) of our current or future subsidiaries. In the event of our bankruptcy, liquidation, reorganization, or other winding up, our assets that secure debt ranking senior or equal in right of payment to the Notes will be available to pay obligations on the Notes only after the secured debt has been repaid in full from these assets, and the assets of our subsidiaries will be available to pay obligations on the Notes only after all claims senior to the Notes have been repaid in full. There may not be sufficient assets remaining to pay amounts due on any or all of the Notes then outstanding. The indentures governing the Notes do not prohibit us from incurring additional senior debt or secured debt, nor do they prohibit any of our current or future subsidiaries from incurring additional liabilities.

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Recent and future regulatory actions and other events may adversely affect the trading price and liquidity of the Notes.

We expect that many investors in, and potential purchasers of, the Notes have employed or will employ, or seek to employ, a convertible arbitrage strategy with respect to the Notes. Investors would typically implement such a strategy by selling short the Class A common stock underlying the Notes and dynamically adjusting their short position while continuing to hold the Notes. Investors may also implement this type of strategy by entering into swaps on our Class A common stock in lieu of or in addition to short selling the Class A common stock.

The SEC and other regulatory and self-regulatory authorities have implemented various rules and taken certain actions, and may in the future adopt additional rules and take other actions, that may impact those engaging in short selling activity involving equity securities (including our Class A common stock). Such rules and actions include Rule 201 of SEC Regulation SHO, the adoption by the Financial Industry Regulatory Authority, Inc. and the national securities exchanges of a “Limit Up-Limit Down” program, the imposition of market-wide circuit breakers that halt trading of securities for certain periods following specific market declines, and the implementation of certain regulatory reforms required by the Dodd-Frank Act. Any governmental or regulatory action that restricts the ability of investors in, or potential purchasers of, the Notes to effect short sales of our Class A common stock, borrow our Class A common stock, or enter into swaps on our Class A common stock could adversely affect the trading price and the liquidity of the Notes.

Volatility in the market price and trading volume of our Class A common stock could adversely impact the trading price of the Notes.

We expect that the trading price of the Notes will be significantly affected by the market price of our Class A common stock. The stock market in recent years, including during the COVID-19 pandemic, has experienced significant price and volume fluctuations that have often been unrelated to the operating performance of companies. The market price of our Class A common stock has fluctuated, and could continue to fluctuate, significantly for many reasons, including in response to the other risks described in this Quarterly Report on Form 10-Q or for reasons unrelated to our operations, many of which are beyond our control, such as responses to the COVID-19 pandemic and the global economic impact as a result of Russia’s recent invasion of Ukraine, reports by industry analysts, investor perceptions, or negative announcements by our customers or competitors regarding their own performance, as well as industry conditions and general financial, economic and political instability. A decrease in the market price of our Class A common stock would likely adversely impact the trading price of the Notes. The market price of our Class A common stock could also be affected by possible sales of our Class A common stock by investors who view the Notes as a more attractive means of equity participation in us and by hedging or arbitrage trading activity that we expect to develop involving our Class A common stock. This trading activity could, in turn, affect the trading price of the Notes.

An increase in market interest rates could result in a decrease in the value of the Notes.

In general, as market interest rates rise, notes bearing interest at a fixed rate generally decline in value because the premium, if any, over market interest rates will decline. Consequently, if market interest rates increase, the market value of the Notes may decline. We cannot predict the future level of market interest rates.

We may incur substantially more debt or take other actions which would intensify the risks discussed above.

We and our subsidiaries may incur substantial additional debt in the future, subject to the restrictions contained in our debt instruments, some of which may be secured debt. We are not restricted under the terms of the indentures governing the Notes from incurring additional debt, securing existing or future debt, recapitalizing our debt, or taking a number of other actions that are not limited by the terms of the indentures governing the Notes that could have the effect of diminishing our ability to make payments on the Notes when due.

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We may not have the ability to raise the funds necessary to settle conversions of the Notes in cash or to repurchase the Notes upon a fundamental change, and any future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the Notes.

Holders of a series of Notes have the right to require us to repurchase all or a portion of their Notes of the relevant series upon the occurrence of a fundamental change before the relevant maturity date at a fundamental change repurchase price equal to 100% of the principal amount of the Notes of the relevant series to be repurchased, plus accrued and unpaid interest, if any. In addition, upon conversion of such Notes, unless we elect to deliver solely shares of our Class A common stock to settle such conversion (other than paying cash in lieu of delivering any fractional share), we are required to make cash payments in respect of the Notes being converted. However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of Notes surrendered therefor or pay cash with respect to Notes being converted.

In addition, our ability to repurchase Notes or to pay cash upon conversions of Notes may be limited by law, regulatory authority, or any agreements governing our future indebtedness. Our failure to repurchase Notes at a time when the repurchase is required by the applicable indenture or to pay any cash upon conversions of Notes as required by the applicable indenture would constitute a default under such indenture. A default under an indenture or the fundamental change itself could also lead to a default under agreements governing any future indebtedness. If the payment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the Notes or to pay cash upon conversions of Notes.

The conditional conversion feature of the Notes may adversely affect our financial condition and operating results.

As a result of meeting certain conditional conversion criteria during the three months ended March 31, 2022, the outstanding 2023 Notes are currently convertible at the option of the holders during the quarter ending June 30, 2022. During this time, and in the event the conditional conversion feature of the relevant series of Notes is triggered in future quarters, holders of such Notes are, with respect to the 2023 Notes, and will be, with respect to all Notes, entitled to convert their Notes at any time during specified periods at their option. If one or more holders elect to convert their Notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our Class A common stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation in cash, which could adversely affect our liquidity. In addition, even if holders of such Notes do not elect to convert their Notes, we are currently, with respect to the 2023 Notes, and could in the future be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the relevant series of Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital. Accordingly, as a result of the current convertibility of the 2023 Notes, we have classified the 2023 Notes as current liabilities on the condensed consolidated balance sheet as of March 31, 2022.

Our stockholders may experience dilution upon the conversion of the Notes if we elect to satisfy our conversion obligation by delivering shares of our Class A common stock.

Upon conversion by the holders of the relevant series of Notes, we may elect to satisfy our conversion obligation by delivering shares of our Class A common stock. The 2023 Notes have an initial conversion rate of 22.5572 shares of our Class A common stock per $1,000 principal amount of 2023 Notes, which is equivalent to an initial conversion price of approximately $44.33 per share of Class A common stock. The 2024 & 2026 Notes each have an initial conversion rate of 5.2809 shares of our Class A common stock per $1,000 principal amount of 2024 & 2026 Notes, as applicable, which is equivalent to an initial conversion price of approximately $189.36 per share of Class A common stock. If we elect to deliver shares of our Class A common stock upon a conversion, our stockholders will incur dilution.

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The accounting method for convertible debt securities that may be settled in cash, such as the Notes, could have a material effect on our reported financial results.

Under ASC 470-20, Debt with Conversion and Other Options, or ASC 470-20, an entity must separately account for the liability and equity components of convertible debt instruments (such as the Notes) that may be settled entirely or partially in cash upon conversion in a manner that reflects the issuer’s economic interest cost. The effect of ASC 470-20 on the accounting for the Notes is that the equity component, net of issuance costs, is required to be included in the additional paid-in capital section of stockholders’ equity on our condensed consolidated balance sheet at the issuance date and the value of the equity component is treated as original issue discount for purposes of accounting for the debt component of the Notes. As a result, we are required to record a greater amount of non-cash interest expense in current periods presented as a result of the amortization of the discounted carrying value of the Notes to their respective face amounts over their respective terms. We will report larger net losses (or lower net income) in our financial results because ASC 470-20 requires interest to include both the current period’s amortization of the debt discount and the instrument’s non-convertible coupon interest rate, which could adversely affect our reported or future financial results, the trading price of our Class A common stock and the trading price of the Notes.

In addition, under certain circumstances, convertible debt instruments (such as the Notes) that may be settled entirely or partially in cash may be accounted for utilizing the treasury stock method, the effect of which is that the shares issuable upon conversion of a series of Notes are not included in the calculation of diluted earnings per share except to the extent that the conversion value of such series of Notes exceeds their principal amount. Under the treasury stock method, for diluted earnings per share purposes, the transaction is accounted for as if the number of shares of Class A common stock that would be necessary to settle such excess, if we elected to settle such excess in shares, are issued. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, or ASU 2020-06, which simplifies the diluted earnings per share calculation in certain areas. We adopted this standard effective as of January 1, 2022 using the modified retrospective method. Our assessment is that the utilization of the treasury stock method is no longer appropriate under our circumstances. Following the adoption of the new standard, we utilize the if-converted method, which adversely affects our diluted earnings per share calculation.

The capped call transactions may affect the value of the Notes and our Class A common stock.

In connection with the pricing of each series of Notes, we entered into capped call transactions relating to such Notes with the option counterparties. The capped call transactions relating to each series of Notes cover, subject to customary adjustments, the number of shares of our Class A common stock that initially underlie such series of Notes. The capped call transactions are expected generally to reduce the potential dilution upon any conversion of the relevant series of Notes and/or offset any cash payments we are required to make in excess of the principal amount upon any conversion of such Notes, with such reduction and/or offset subject to a cap.

The option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our Class A common stock and/or purchasing or selling our Class A common stock in secondary market transactions following the pricing of each series of Notes and prior to the maturity of each series of Notes (and are likely to do so during any observation period related to a conversion of such Notes or following any repurchase of such Notes by us on any fundamental change repurchase date or otherwise). This activity could also cause or avoid an increase or a decrease in the market price of our Class A common stock or the Notes, which could affect a holder’s ability to convert their Notes and, to the extent the activity occurs during any observation period related to a conversion of a relevant series of Notes, it could affect the amount and value of the consideration that a holder will receive upon conversion of such Notes.

The potential effect, if any, of these transactions and activities on the market price of our Class A common stock or the Notes will depend in part on market conditions and cannot be ascertained at this time. Any of these activities could adversely affect the value of our Class A common stock and the value of the Notes (and as a result, the amount and value of the consideration that a holder would receive upon the conversion of any Notes) and, under certain circumstances, a holder’s ability to convert their Notes.

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We do not make any representation or prediction as to the direction or magnitude of any potential effect that the transactions described above may have on the price of the Notes or our Class A common stock. In addition, we do not make any representation that the option counterparties or their respective affiliates will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

We are subject to counterparty risk with respect to the capped call transactions.

The option counterparties to the capped call transactions are financial institutions, and we will be subject to the risk that one or more of the option counterparties may default or otherwise fail to perform, or may exercise certain rights to terminate their obligations, under the capped call transactions. Our exposure to the credit risk of the option counterparties will not be secured by any collateral. If an option counterparty to one or more capped call transactions becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under such transaction. Our exposure will depend on many factors but, generally, our exposure will increase if the market price or the volatility of our common stock increases. In addition, upon a default or other failure to perform, or a termination of obligations, by an option counterparty, we may suffer more dilution than we currently anticipate with respect to our common stock. We can provide no assurances as to the financial stability or viability of the option counterparties.

Risks Related to Ownership of Our Class A Common Stock

The market price of our Class A common stock has been, and will likely continue to be, volatile, and you could lose all or part of the value of your investment.

The market price of our Class A common stock has been, and will likely continue to be, volatile. Since shares of our Class A common stock were sold in our initial public offering, or IPO, in March 2017 at a price of $14.00 per share, our closing stock price has ranged from $14.80 to $181.98 through March 31, 2022. In addition to factors discussed in this Quarterly Report on Form 10-Q, the market price of our Class A common stock may continue to fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

•overall performance of the equity markets;

•actual or anticipated fluctuations in our revenue and other operating results;

•changes in the financial projections we may provide to the public or our failure to meet these projections;

•failure of securities analysts to maintain coverage of us, inaccurate or unfavorable research published by securities analysts, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

•recruitment or departure of key personnel;

•the economy as a whole and market conditions in our industry;

•negative publicity related to the real or perceived quality of our platform, as well as the failure to timely launch new products and services that gain market acceptance;

•rumors and market speculation involving us or other companies in our industry;

•announcements by us or our competitors of significant technical innovations;

•acquisitions, strategic partnerships, joint ventures, or capital commitments;

•new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

•lawsuits threatened or filed against us;

•developments or disputes concerning our intellectual property or our platform, or third-party proprietary rights;

•the inclusion of our Class A common stock on stock market indexes, including the impact of rules adopted by certain index providers, such as S&P Dow Jones Indices and FTSE Russell, that limit or preclude inclusion of companies with multi-class capital structures;

•changes in accounting standards, policies, guidelines, interpretations, or principles;

•rising inflation and our ability to control costs, including our operating expenses;

•natural disasters, acts of war, such as Russia’s recent invasion of Ukraine, terrorism, or pandemics, including the COVID-19 pandemic;

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•other events or factors or responses to these events or factors; and

•sales of shares of our Class A common stock by us or our stockholders, including sales and purchases of any Class A common stock issued upon conversion of any series of our Notes.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies, and technology companies in particular, have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility. In addition, activist campaigns that contest or conflict with our strategic direction or seek changes in the composition of our board of directors could have an adverse effect on our operating results and financial condition. Securities litigation may subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.

Sales of substantial amounts of our Class A common stock in the public markets, or the perception that they might occur, could cause the market price of our Class A common stock to decline.

Sales of a substantial number of shares of our Class A common stock into the public market, particularly sales by our directors, executive officers, and principal stockholders, or the perception that these sales might occur, could cause the market price of our Class A common stock to decline. We had a total of 68.1 million shares of our Class A and Class B common stock outstanding as of March 31, 2022. All shares of our common stock are freely tradable, without restrictions or further registration under the Securities Act of 1933, as amended, or Securities Act, except that any shares held by our “affiliates” as defined in Rule 144 under the Securities Act would only be able to be sold in compliance with Rule 144.

In addition, we have filed a registration statement to register shares reserved for future issuance under our equity compensation plans. Subject to the satisfaction of vesting conditions, the shares issued upon exercise of outstanding stock options or settlement of outstanding restricted stock units will be available for immediate resale in the United States in the open market.

We have issued and may in the future issue our shares of common stock or securities convertible into shares of our common stock from time to time in connection with a financing, acquisition, investment, or otherwise. Any such issuance could result in substantial dilution to our existing stockholders and cause the market price of our Class A common stock to decline.

The dual class structure of our common stock has the effect of concentrating voting control with holders of our Class B common stock, including our directors, executive officers, and 5% stockholders and their affiliates, which limits or precludes your ability to influence corporate matters, including the election of directors and the approval of any change of control transaction.

Our Class B common stock has ten votes per share and our Class A common stock has one vote per share. As of March 31, 2022, our directors, executive officers, and holders of more than 5% of our common stock, and their respective affiliates, held a substantial majority of the voting power of our capital stock. Because of the ten-to-one voting ratio between our Class B common stock and Class A common stock, the holders of our Class B common stock collectively control a majority of the combined voting power of our common stock and therefore are able to control all matters submitted to our stockholders for approval until the earliest of (i) the date specified by a vote of the holders of at least 66 2/3% of the outstanding shares of Class B common stock, (ii) March 29, 2027, or (iii) the date the shares of Class B common stock cease to represent at least 10% of the aggregate number of shares of Class A common stock and Class B common stock then outstanding. Specifically, as of March 31, 2022, Dean A. Stoecker, our co-founder, Executive Chairman, and former Chief Executive Officer directly or indirectly controlled a majority of the combined voting power of our common stock. This concentrated control limits or precludes your ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholder approval. In addition, this may prevent or discourage unsolicited acquisition proposals or offers for our capital stock that you may feel are in your best interest as one of our stockholders.

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Future transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock, subject to limited exceptions, such as certain permitted transfers effected for estate planning purposes. The conversion of Class B common stock to Class A common stock will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term.

If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, the price of our Class A common stock and trading volume could decline.

The trading market for our Class A common stock depends in part on the research and reports that securities or industry analysts publish about us or our business. If one or more of the analysts who cover us downgrade our Class A common stock or publish inaccurate or unfavorable research about our business, the price of our Class A common stock would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our Class A common stock could decrease, which might cause our Class A common stock price and trading volume to decline.

We do not intend to pay dividends for the foreseeable future.

We have never declared or paid any cash dividends on our common stock and do not intend to pay any cash dividends in the foreseeable future. We anticipate that for the foreseeable future we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our board of directors. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

Provisions in our charter documents, Delaware law, and in each series of our Notes could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management, limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees, and limit the market price of our Class A common stock.

Provisions in our restated certificate of incorporation and amended and restated bylaws may have the effect of delaying or preventing a change of control or changes in our management. Our restated certificate of incorporation and amended and restated bylaws include provisions that:

•provide that our board of directors will be classified into three classes of directors with staggered three-year terms;

•permit the board of directors to establish the number of directors and fill any vacancies and newly-created directorships;

•require super-majority voting to amend some provisions in our restated certificate of incorporation and amended and restated bylaws;

•authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan;

•provide that only the chairman of our board of directors, our chief executive officer, president, lead independent director, or a majority of our board of directors will be authorized to call a special meeting of stockholders;

•provide for a dual class common stock structure in which holders of our Class B common stock have the ability to control the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the outstanding shares of our common stock, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets;

•prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;

•provide that the board of directors is expressly authorized to make, alter, or repeal our bylaws; and

•establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.

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In addition, our restated certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for: any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, or DGCL, our restated certificate of incorporation, or our amended and restated bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine.

Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all claims brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. In May 2020, we amended and restated our restated bylaws to provide that the federal district courts of the United States will, to the fullest extent permitted by law, be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, or a Federal Forum Provision. Our decision to adopt a Federal Forum Provision followed a decision by the Supreme Court of the State of Delaware holding that such provisions are facially valid under Delaware law. While there can be no assurance that federal or state courts will follow the holding of the Delaware Supreme Court or determine that the Federal Forum Provision should be enforced in a particular case, application of the Federal Forum Provision means that suits brought by our stockholders to enforce any duty or liability created by the Securities Act must be brought in federal court and cannot be brought in state court. Neither the exclusive forum provision nor the Federal Forum Provision applies to suits brought to enforce any duty or liability created by the Exchange Act. Section 27 of the Exchange Act, however, creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Accordingly, actions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in federal court.

Notwithstanding the foregoing, our stockholders will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder.

Any person or entity purchasing or otherwise acquiring or holding any interest in any of our securities shall be deemed to have notice of and consented to our exclusive forum provisions, including the Federal Forum Provision. The exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, or other employees, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provisions contained in our restated certificate of incorporation or amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results, and financial condition.

Moreover, Section 203 of the DGCL may discourage, delay, or prevent a change of control of our company. Section 203 imposes certain restrictions on mergers, business combinations, and other transactions between us and holders of 15% or more of our common stock.

Further, the fundamental change provisions of each series of our Notes that are set forth in the applicable indenture may make a change in control of our company more difficult because those provisions allow note holders to require us to repurchase such series of Notes upon the occurrence of a fundamental change.

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General Risks

Economic uncertainty or downturns, particularly as it impacts particular industries, could adversely affect our business and operating results.

Over the last decade, including during and as a result of the COVID-19 pandemic, the United States and other significant markets have experienced both acute and cyclical downturns and worldwide economic conditions remain uncertain. In addition, global financial and political developments seemingly unrelated to us or the software industry may harm us, including Russia’s recent invasion of Ukraine and the global response to such action. The United States and other significant markets have been affected from time to time by falling demand for a variety of goods and services, reduced corporate profitability, volatility in equity and foreign exchange markets and overall uncertainty with respect to the economy, including with respect to tariff and trade issues. Economic uncertainty and associated macroeconomic conditions make it extremely difficult for our customers and us to accurately forecast and plan future business activities and could cause our customers to slow spending on our platform, which could delay and lengthen sales cycles. Furthermore, during uncertain economic times our customers may face issues gaining timely access to sufficient credit, which could result in an impairment of their ability to make timely payments to us. If that were to occur, we may be required to increase our allowance for doubtful accounts and our results would be negatively impacted.

For example, the rapid spread of the COVID-19 pandemic globally in 2020 and 2021 resulted in, and may continue to result in, travel restrictions and in some cases, prohibitions of non-essential travel, disruption and shutdown of businesses and greater uncertainty in global financial markets. Although we continue to monitor the situation, the effects of the COVID-19 pandemic and/or the precautionary measures that we, our customers and governmental authorities adopted resulted in, and could continue to result in, customers not purchasing or renewing our products or services, significant delays or lengthening of our sales cycles, and reductions in average transaction sizes, and could negatively affect our customer success and sales and marketing efforts, result in difficulties or changes to our customer support, or create operational or other challenges, any of which could harm our business and operating results. It is not possible at this time to estimate the extent of the impact that the COVID-19 pandemic has had or could have on our business, as the impact will depend on future developments, including but not limited to continued availability, adoption, and efficacy of available vaccines, which are highly uncertain and cannot be predicted.

Furthermore, we have customers in a variety of different industries. A significant downturn in the economic activity attributable to any particular industry, including, but not limited to, the retail and financial industries, may cause organizations to react by reducing their capital and operating expenditures in general or by specifically reducing their spending on information technology. In addition, our customers may delay or cancel information technology projects or seek to lower their costs by renegotiating vendor contracts. To the extent purchases of our platform are perceived by customers and potential customers to be discretionary, our revenue may be disproportionately affected by delays or reductions in general information technology spending. Also, customers may choose to develop in-house software as an alternative to using our platform. Moreover, competitors may respond to challenging market conditions by lowering prices and attempting to lure away our customers.

We cannot predict the timing, strength, or duration of any economic slowdown or any subsequent recovery generally, or any industry in particular. If the conditions in the general economy and the markets in which we operate worsen from present levels, our business, financial condition, and operating results could be materially adversely affected.

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We may be adversely affected by natural disasters, pandemics and other catastrophic events, and by man-made problems such as terrorism, that could disrupt our business operations, and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster.

Natural disasters or other catastrophic events, including those resulting from the effects of climate change, may cause damage or disruption to our operations, international commerce, and the global economy, and could have an adverse effect on our business, operating results, and financial condition. Our business operations are also subject to interruption by fire, power shortages, and other events beyond our control. In addition, our global operations expose us to risks associated with public health crises, such as pandemics and epidemics, which could harm our business and cause our operating results to suffer. For example, the ongoing effects of the COVID-19 pandemic and/or the precautionary measures that we, our customers and governmental authorities have adopted have resulted in, and could continue to result in, customers not purchasing or renewing our products or services, significant delays or lengthening of our sales cycles, and reductions in average transaction sizes, and could negatively affect our customer success and sales and marketing efforts, result in difficulties or changes to our customer support, or create operational or other challenges, any of which could harm our business and operating results. Further, acts of terrorism and other geopolitical unrest could cause disruptions in our business or the businesses of our partners or the economy as a whole. For example, given our investment in a research and development center in Ukraine, Russia’s recent invasion of Ukraine has negatively affected our employees and operations in the region and could negatively affect our business and result in delays in development of our platform. In addition, the effects of climate change are rapidly evolving and have resulted, and may continue to result, in an increase in the frequency and magnitude of natural disasters. In the event of a natural disaster, including a major earthquake, blizzard, or hurricane, or a catastrophic event such as a fire, power loss, or telecommunications failure, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in development of our platform, lengthy interruptions in service, breaches of data security, and loss of critical data, all of which could have an adverse effect on our future operating results. For example, our corporate offices are located in California, a state that frequently experiences earthquakes and wildfires, and we have regional offices in Texas and New York, which are states that have experienced intensified hurricane activity. All the aforementioned risks may be further increased if we do not implement an effective disaster recovery plan or our partners’ disaster recovery plans prove to be inadequate.

We are obligated to develop and maintain proper and effective internal control over financial reporting. If we identify material weaknesses in the future, or otherwise fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately or timely report our financial condition or operating results, which may adversely affect investor confidence in our company and, as a result, the value of our Class A common stock.

We are required, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could cause us to fail to meet our reporting obligations. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our Class A common stock.

This report will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting, as well as a statement that our independent registered public accounting firm has issued an opinion on our internal control over financial reporting. Section 404(b) of the Sarbanes-Oxley Act requires our independent registered public accounting firm to annually attest to the effectiveness of our internal control over financial reporting, which has required, and will continue to require, increased costs, expenses, and management resources. An independent assessment of the effectiveness of our internal controls could detect problems that our management’s assessment might not. Undetected material weaknesses in our internal controls could lead to financial statement restatements and require us to incur the expense of remediation. We are required to disclose changes made in our internal controls and procedures on a quarterly basis. To comply with the requirements of being a public company, we have undertaken, and may need to further undertake in the future, various actions, such as implementing new internal controls and procedures and hiring additional accounting or internal audit staff.

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We previously identified a material weakness in our internal control over financial reporting. Although we believe the material weakness has since been remediated, we cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to identify or prevent future material weaknesses. If other material weaknesses or other deficiencies occur, our ability to accurately and timely report our financial position could be impaired, which could result in a material misstatement of our financial statements that would not be prevented or detected on a timely basis.

If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal control, including as a result of any identified material weakness, we could lose investor confidence in the accuracy and completeness of our financial reports, which would cause the price of our Class A common stock to decline, and we may be subject to investigation or sanctions by the SEC. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the New York Stock Exchange.

If currency exchange rates fluctuate substantially in the future, the results of our operations, which are reported in U.S. dollars, could be adversely affected.

As we continue to expand our international operations, we become more exposed to the effects of fluctuations in currency exchange rates. Although we expect an increasing number of sales contracts to be denominated in currencies other than the U.S. dollar in the future, the majority of our sales contracts have historically been denominated in U.S. dollars, and therefore, most of our revenue has not been subject to foreign currency risk. However, changes in the value of foreign currencies relative to the U.S. dollar could affect our revenue and operating results due to transactional and translational remeasurement that is reflected in our earnings. In addition, we incur expenses for employee compensation and other operating expenses at our non-U.S. locations in the local currency. Fluctuations in the exchange rates between the U.S. dollar and other currencies could result in the dollar equivalent of such expenses being higher. These exposures may change over time as business practices evolve and economic conditions change, including market impacts associated with Russia’s recent invasion of Ukraine, and could have a negative impact on our operating results, revenue, and net income (loss) as expressed in U.S. dollars. Although we may in the future decide to undertake foreign exchange hedging transactions to cover a portion of our foreign currency exchange exposure, we currently do not hedge our exposure to foreign currency exchange risks.

We are exposed to fluctuations in the market values of our investments.

Credit ratings and pricing of our investments can be negatively affected by liquidity, credit deterioration, financial results, economic risk, political risk, sovereign risk, changes in interest rates, or other factors. As a result, the value and liquidity of our cash and cash equivalents and investments may fluctuate substantially. Therefore, although we have not realized any significant losses on our cash and cash equivalents and investments, future fluctuations in their value could result in a significant realized loss, which could materially adversely affect our financial condition and operating results.

The requirements of being a public company may strain our resources, divert management’s attention, and affect our ability to attract and retain additional executive management and qualified board members.

We are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or Dodd-Frank Act, the listing requirements of the New York Stock Exchange, and other applicable securities rules and regulations. Compliance with these rules and regulations has increased our legal and financial compliance costs, made some activities more difficult, time-consuming, or costly and increased demand on our systems and resources.

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The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight have been, and may in the future be, required. For example, our adoption of ASC 606 required us to make significant updates to our financial information technology systems and significant modifications to our accounting controls and procedures and placed a significant burden on our accounting and information technology teams, both financially and through the expenditure of management time. Our failure to meet our reporting obligations as a result of any changes to our disclosure controls and procedures and internal control over financial reporting could have a material adverse effect on our business and on the trading price of our Class A common stock. Our failure to maintain an effective internal control environment may, among other things, result in material misstatements in our financial statements and failure to meet our reporting obligations. As a result of ongoing efforts to maintain and improve our disclosure controls and procedures and internal control over financial reporting, management’s attention may be diverted from other business concerns, which could adversely affect our business and operating results. Although we have already hired additional employees to comply with these requirements, we may need to hire more employees in the future or engage outside consultants, which will increase our costs and expenses.

In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure, including those related to climate change and other ESG-focused disclosures, are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time consuming. These laws, regulations, and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to continue to invest resources to comply with evolving laws, regulations, and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us, and our business may be adversely affected.

The rules and regulations applicable to public companies make it more expensive for us to obtain and maintain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

As a result of disclosure of information in filings required of a public company, our business and financial condition is visible, which has and we believe may continue to result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and operating results could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business and operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a) Unregistered Sales of Equity Securities

None.

(b) Use of Proceeds

None.

(c) Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

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Item 6. Exhibits.

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed Herewith
31.1	Certification of Mark Anderson, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					X
31.2	Certification of Kevin Rubin, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					X
32.1#	Certification of Mark Anderson, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					X
32.2#	Certification of Kevin Rubin, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					X
2.1±†	Agreement and Plan of Merger, dated as of January 6, 2022, by and among the Registrant, Alteryx Thunder Sub, Inc., Trifacta Inc. and Shareholder Representative Services, LLC.					X
10.1*	Form of Severance and Change in Control Agreement.					X
10.2*	Separation Agreement by and between the Registrant and Scott Davidson.					X
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.					X
101.SCH	Inline XBRL Taxonomy Extension Schema Document.					X
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.					X
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.					X
101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase Document.					X
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.					X
104	Cover Page Interactive Data File - the cover page from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 is formatted in Inline XBRL.					X

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*	Indicates a management contract or compensatory plan.
#	This certification is deemed not filed for purposes of section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
±	Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K and the Registrant agrees to furnish supplementally to the SEC a copy of any omitted schedules or exhibits upon request.
†	Certain portions of the exhibit have been omitted as permitted under Item 601(b)(2) of Regulation S-K.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Alteryx, Inc.
(Registrant)
By:	/s/ Mark Anderson
	Mark Anderson Chief Executive Officer (Principal Executive Officer)
By:	/s/ Kevin Rubin
	Kevin Rubin Chief Financial Officer (Principal Financial Officer)

Date: May 3, 2022

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EX-2.1

Exhibit 2.1

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL

AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL.

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

by and among

Alteryx, Inc.,

a Delaware corporation,

Alteryx Thunder Sub, Inc.,

a Delaware corporation,

Trifacta Inc.,

a Delaware corporation,

and

Shareholder Representative Services LLC
as the Converting Holders’ Agent

___________________________

Dated as of January 6, 2022

___________________________

TABLE OF CONTENTS

Article I The Merger	2
1.1The Merger	2
1.2Closing Deliveries	3
1.3Effect on Capital Stock, Options and Warrants	6
1.4Payment and Exchange Procedures	8
1.5Merger Consideration Adjustment	10
1.6Tax Consequences	12
1.7Certain Taxes	12
1.8Withholding Rights	12
1.9Taking of Necessary Action; Further Action	12
Article II Representations and Warranties of the Company	13
2.1Organization, Standing, Power and Subsidiaries	13
2.2Capital Structure	13
2.3Authority; Non-contravention	15
2.4Financial Statements; No Undisclosed Liabilities	17
2.5Absence of Changes	18
2.6Litigation	19
2.7Restrictions on Business Activities	19
2.8Compliance with Laws; Governmental Permits	19
2.9Title to, Condition and Sufficiency of Assets; Real Property	19
2.10Intellectual Property; Data Privacy and Security	20
2.11Taxes	30
2.12Employee Benefit Plans and Employee Matters	34
2.13Interested-Party Transactions	39
2.14Insurance	40
2.15Books and Records	40
2.16Material Contracts	40
2.17Transaction Fees	43
2.18Anti-Corruption Law	43
2.19Environmental, Health and Safety Matters	44
2.20Export Control Laws	44
2.21Customers	45
2.22Suppliers	45
2.23Stockholder Notice	45
2.24Representations Complete	45
Article III Representations and Warranties of Acquirer and Merger Sub	45
3.1Organization and Standing	45
3.2Authority; Non-contravention	45
3.3Sufficient Funds	46
3.4Stockholder Notice	46
3.5No Prior Merger Sub Operations	46
Article IV Conduct Prior to the Effective Time	46
4.1Conduct of the Business; Notices	46
4.2Restrictions on Conduct of the Business	47
4.3Certain Limitations	50

    -i-

Article V Additional Agreements	50
5.1Board Recommendation, Stockholder Approval and Stockholder Notice	50
5.2No Solicitation	51
5.3Confidentiality; Public Disclosure	52
5.4Reasonable Best Efforts; Regulatory Approvals	53
5.5Third-Party Consents; Notices	54
5.6Litigation	54
5.7Access to Information	54
5.8Spreadsheet	55
5.9Expenses; Company Debt	56
5.10Employees	56
5.11Termination of Benefit Plans	57
5.12Acquirer Retention	57
5.13Certain Closing Certificates and Documents	57
5.14Tax Matters	58
5.15280G Stockholder Approval	59
5.16Indemnification of Directors and Officers	59
5.17Open Source Remediation	60
5.18[*]	60
5.19Company Bonuses	60
Article VI Conditions to the Merger	60
6.1Conditions to Obligations of Each Party to Effect the Merger	60
6.2Additional Conditions to Obligations of the Company	60
6.3Additional Conditions to the Obligations of Acquirer	61
Article VII Termination	62
7.1Termination	62
7.2Effect of Termination	63
Article VIII Escrow Fund and Indemnification	63
8.1Escrow Fund	63
8.2Indemnification	64
8.3Indemnifiable Damage Threshold; Other Limitations	65
8.4Period for Claims	67
8.5Claims	67
8.6Resolution of Objections to Claims	67
8.7Converting Holders’ Agent	68
8.8Third-Party Claims	70
8.9Treatment of Indemnification Payments	70
8.10Sole Remedy	71
Article IX General Provisions	71
9.1Survival of Representations, Warranties and Covenants	71
9.2Notices	72
9.3Interpretation	73
9.4Amendment	73
9.5Extension; Waiver	74
9.6Counterparts	74
9.7Entire Agreement; Parties in Interest	74

    -ii-

9.8Assignment	74
9.9Severability	74
9.10Remedies Cumulative; Specific Performance	75
9.11Arbitration; Submission to Jurisdiction; Consent to Service of Process	75
9.12Governing Law	75
9.13Rules of Construction	76
9.14Consent to Representation; Conflict of Interest	76

Exhibits

Exhibit A    -    Definitions

Exhibit B    -    Form of Holdback Agreement

Exhibit C    -    Form of Written Consent

Exhibit D    -    Form of Stockholder Agreement

Exhibit E    -    Form of Certificate of Merger

Exhibit F    -    Form of Escrow Agreement

Exhibit G-1    -    Form of FIRPTA Notice

Exhibit G-2    -    Form of FIRPTA Certificate

Exhibit H    -    Form of Parachute Payment Waiver

Exhibit I    -    Form of Optionholder Agreement

Exhibit J     -    Form of Promised Option Waiver Agreement

Exhibit K    -    Form of Warrant Cancellation Agreement

Schedules

Company Disclosure Letter

Schedule A    -    Named Employees

Schedule B    -    Holdback Employees

Schedule C    -    Consenting Stockholders

Schedule D    -    Identified Employees

Schedule E    -    Identified Contractors

Schedule F    -    Contracts Requiring Consent, Waivers, Approvals or Notice

Schedule G    -    Contracts to be Amended or Terminated

Schedule H     -    Specified PIIA Parties

Schedule I    -    Bonus Recipients

Schedule J    -    Specified Product & Engineering Employees

    -iii-

Agreement and Plan of Merger

This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of January 6, 2022(the “Agreement Date”), by and among Alteryx, Inc., a Delaware corporation (“Acquirer”), Alteryx Thunder Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Acquirer (“Merger Sub”), Trifacta Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the Converting Holders (the “Converting Holders’ Agent”). Certain other capitalized terms used herein are defined in Exhibit A.

Recitals

A.Acquirer, Merger Sub and the Company intend to effect a transaction in which Merger Sub will merge with and into the Company in accordance with this Agreement and the DGCL (the “Merger”), Merger Sub will cease to exist and the Company will become a wholly owned subsidiary of Acquirer.

B.The board of directors of the Company (the “Board”) has carefully considered the terms of this Agreement and has unanimously (i) declared this Agreement and the transactions contemplated by this Agreement and the documents referenced herein (collectively, the “Transactions”), including the Merger, upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of the Company and the Company Stockholders, (ii) approved this Agreement in accordance with Applicable Law and (iii) adopted a resolution directing that this Agreement be submitted to the Company Stockholders for consideration and recommending that the Company Stockholders adopt this Agreement and approve the principal terms of the Merger.

C.The board of directors of Merger Sub has unanimously (i) declared this Agreement and the Transactions, including the Merger, upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of Merger Sub and the stockholder of Merger Sub and (ii) adopted a resolution recommending that Acquirer, as the sole stockholder of Merger Sub, adopt this Agreement and approve the principal terms of the Merger.

D.The board of directors of Acquirer has unanimously approved this Agreement and the Transactions, including the Merger, upon the terms and subject to the conditions set forth herein, and Acquirer, as the sole stockholder of Merger Sub, shall, on the Agreement Date, immediately following execution and delivery of this Agreement, adopt this Agreement and approve the principal terms of the Merger.

E.Concurrently with the execution of this Agreement, and as a condition and inducement to Acquirer’s and Merger Sub’s willingness to enter into this Agreement, the named employees set forth on Schedule A (each, a “Named Employee”) have each executed (i) an employment offer letter with Acquirer, together with a confidential information and invention assignment agreement (together, an “Offer Letter”) and (ii) a non-competition and non-solicitation agreement with Acquirer (a “Non-Competition Agreement”), in each of the foregoing cases, to become effective upon the Closing.

F.Concurrently with the execution of this Agreement, and as a condition and inducement to Acquirer’s and Merger Sub’s willingness to enter into this Agreement, the individuals set forth on Schedule B (each, a “Holdback Employee”) have each executed a Holdback Agreement in substantially the form attached hereto as Exhibit B (a “Holdback Agreement”).

G.Immediately following the execution and delivery of this Agreement, the Company shall seek to obtain and deliver to Acquirer a written consent in substantially the form attached hereto as Exhibit C (a “Written Consent”) executed by the Company Stockholders identified on Schedule C (the “Consenting Stockholders”), evidencing the obtainment of the Company Stockholder Approval, and the Company shall seek to obtain and deliver to Acquirer immediately

after the delivery of such Written Consent a stockholder agreement in substantially the form attached hereto as Exhibit D (the “Stockholder Agreement”) from each Consenting Stockholder.

Now, Therefore, in consideration of the representations, warranties, covenants, agreements and obligations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Article I
The Merger

1.1The Merger.

(a)Merger of Merger Sub into the Company. On the terms and subject to the conditions set forth herein, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (sometimes referred to herein as the “Surviving Corporation”) and as a wholly owned subsidiary of Acquirer.

(b)Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL.

(c)Closing. Upon the terms and subject to the conditions set forth herein, the closing of the Merger (the “Closing”) shall take place at the offices of Fenwick & West LLP, 555 California Street, 12th Floor, San Francisco, California, 94104, or at such other location as Acquirer and the Company agree, at (i) 10:00 a.m. local time on a date to be agreed by Acquirer and the Company, which date shall be no later than the third Business Day following the date on which all of the conditions set forth in Article VI have been satisfied or waived in writing (other than those conditions that, by their terms, are intended to be satisfied at the Closing, but subject to the satisfaction or waiver in writing of those conditions); provided that if such Business Day would otherwise occur anytime during the final 15 days of a fiscal quarter of Acquirer, then Acquirer may, in its discretion, delay the Closing until the first Business Day of the next succeeding fiscal quarter of Acquirer, in which case the Closing shall be held on such first Business Day (so long as all of the conditions set forth in Article VI (other than those conditions that, by their terms, are intended to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) shall continue to be satisfied or waived in accordance with this Agreement on such first Business Day), or (ii) such other time as Acquirer and the Company agree. The date on which the Closing occurs is sometimes referred to herein as the “Closing Date.”

(d)Effective Time. A certificate of merger satisfying the applicable requirements of the DGCL in substantially the form attached hereto as Exhibit E (the “Certificate of Merger”) shall be duly executed by the Company and, concurrently with or as soon as practicable following the Closing, delivered to the Secretary of State of the State of Delaware for filing. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as Acquirer and the Company agree and specify in the Certificate of Merger (the “Effective Time”).

(e)Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Acquirer and the Company prior to the Effective Time:

(i)the certificate of incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to read as set forth in the Certificate of Merger, until thereafter amended as provided by the DGCL;

(ii)the bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to be identical (other than as to name) to the bylaws of Merger Sub as in effect immediately prior to the Effective Time; and

(iii)the directors and officers of Merger Sub immediately prior to the Effective Time shall be appointed by the Surviving Corporation as the only directors and officers

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of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

1.2Closing Deliveries.

(a)Acquirer Deliveries. Acquirer shall deliver to the Company, at or prior to the Closing:

(i)a certificate, dated as of the Closing Date, executed on behalf of Acquirer by a duly authorized officer of Acquirer to the effect that each of the conditions set forth in Section 6.2(a) has been satisfied; and

(ii)Acquirer’s signature to the escrow agreement in substantially the form attached hereto as Exhibit F (the “Escrow Agreement”).

(b)Company Deliveries. The Company shall deliver to Acquirer, at or prior to the Closing:

(i)a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in Section 6.3(a), Section 6.3(b), Section 6.3(c) and Section 6.3(g) has been satisfied;

(ii)a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying (A) the certificate of incorporation of the Company (the “Certificate of Incorporation”) in effect as of the Closing, (B) the bylaws of the Company (the “Bylaws”) in effect as of the Closing and (C) the resolutions of the Board (1) declaring this Agreement and the Transactions, including the Merger, upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of the Company and the Company Stockholders, (2) approving this Agreement in accordance with Applicable Law and (3) directing that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommending that all of the Company Stockholders adopt this Agreement and approve the principal terms of the Merger;

(iii)written acknowledgments pursuant to which any Person that is entitled to any Transaction Expenses acknowledges the total amount of Transaction Expenses that have been incurred and remain payable to such Person as of the Closing, including IRS Forms W-9 or appropriate IRS Forms W-8, as applicable, any other Tax form reasonably requested by Acquirer or the Paying Agent, and invoices;

(iv)one or more Written Consents executed by each Consenting Stockholder and such other Company Stockholders as are necessary, when taken together with the Consenting Stockholders, to evidence the obtainment of the Company Stockholder Approval and the Requisite Stockholder Approval;

(v)Offer Letters, effective as of the Closing, executed by each Named Employee and each Continuing Employee located in the United States (each a “U.S. Continuing Employee”);

(vi)Non-Competition Agreements, effective as of the Closing, executed by each of the Named Employees;

(vii)Holdback Agreements, executed by each of the Holdback Employees;

(viii)evidence reasonably satisfactory to Acquirer of the resignation of each director and officer of the Company in office immediately prior to the Closing as directors and/or

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officers of the Company and, if requested by Acquirer and to the extent practicable, the resignations of each director and officer of each Subsidiary in office immediately prior to the Closing as directors and/or officers of each Subsidiary, effective as of, and contingent upon, the Effective Time;

(ix) unless otherwise requested by Acquirer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Board or any applicable committee thereof, certified by the Secretary of the Company, authorizing the termination of the Company’s 401(k) Plan (the “401(k) Plan”) and the Company Option Plan and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective as of the date immediately preceding the Closing Date and contingent upon the Closing;

(x)a certificate from the Secretary of State of the State of Delaware and California, dated within five Business Days prior to the Closing Date, certifying that the Company is in good standing;

(xi)the Spreadsheet, completed to include all of the information specified in Section 5.8 in a form reasonably satisfactory to Acquirer and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying on behalf of the Company that the Spreadsheet is true, correct and complete;

(xii)the Company Closing Financial Certificate;

(xiii)FIRPTA documentation, consisting of (A) a notice to the IRS, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit G-1, dated as of the Closing Date and executed by the Company, together with written authorization for Acquirer to deliver such notice form to the IRS on behalf of the Company after the Closing, and (B) a FIRPTA Certificate, in substantially the form attached hereto as Exhibit G-2, dated as of the Closing Date and executed by the Company;

(xiv)a separation agreement or similar document that contains a release of claims in favor of Acquirer and/or the Company and otherwise in a form reasonably satisfactory to Acquirer (a “Separation Agreement”), executed by each of the Identified Employees listed on Schedule D;

(xv)unless otherwise requested by Acquirer in writing no less than three Business Days prior to the Closing Date, evidence reasonably satisfactory to Acquirer of the termination of service with the Company of each independent contractor, consultant and/or advisory board member of the Company listed on Schedule E (each, an “Identified Contractor”), to be effective no later than immediately prior to the Closing;

(xvi)evidence reasonably satisfactory to Acquirer of (A) the Company’s and the Subsidiaries’ receipt of all consents, waivers and approvals listed on Schedule F and (B) the amendment or termination, as applicable, of each of the Contracts listed on Schedule G, as described therein;

(xvii)the Certificate of Merger, executed by the Company;

(xviii)payoff letters or similar instruments in form and substance reasonably satisfactory to Acquirer with respect to all Company Debt, which letters or instruments provide for the full payoff and discharge of all Company Debt outstanding as of immediately prior to the Effective Time (including any premiums above the principal amount of such Company Debt or any accrued but unpaid interest, fees and other amounts payable in connection therewith) and the termination and release of all instruments providing for or related to the Company Debt, including the related guaranty and promissory notes;

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(xix)a parachute payment waiver, in substantially the form attached hereto as Exhibit H (the “Parachute Payment Waiver”), executed by each Person required to execute such a waiver pursuant to Section 5.15;

(xx)a Stockholder Agreement executed by holders of at least 90% of all shares of Company Capital Stock outstanding as of immediately prior to the Closing;

(xxi)an optionholder agreement, in substantially the form attached hereto as Exhibit I (an “Optionholder Agreement”), executed by (A) holders of Company Options representing at least 80% of all shares subject to Company Options outstanding as of immediately prior to the Closing and (B) representing all unvested Company Options outstanding as of immediately prior to the Closing that include any rights to accelerated vesting held by Continuing Employees;

(xxii)an option waiver, in a form reasonably acceptable to both Acquirer and the Company (an “Option Waiver”), issued by the Company to 100% of the Bonus Recipients, and acknowledged by at least 80% of the Bonus Recipients;

(xxiii)a bonus agreement, in a form reasonably acceptable to both Acquirer and the Company (a “Bonus Agreement”), executed by at least 80% of the Bonus Recipients;

(xxiv)a Promised Option Waiver Agreement, in substantially the form attached hereto as Exhibit J (the “Promised Option Waiver Agreement”), executed by each individual listed on Schedule 1.2 of the Company Disclosure Letter hereto and any other individual that has been promised, but not received, a Company Option (the “Option Promisees”);

(xxv)an unqualified audit opinion for the Company’s Fiscal Year 2021;

(xxvi)executed confirmatory assignments of Intellectual Property from any of the Company’s or the Subsidiaries’ current and former employees and independent contractors and consultants set forth on Schedule H;

(xxvii)executed confirmatory assignments of Intellectual Property developed prior to the formation of the Company from each of [*], [*] and [*];

(xxviii)evidence reasonably satisfactory to Acquirer that the data security compliance seals have been removed from the Company Websites;

(xxix)evidence reasonably satisfactory to Acquirer of (A) remediation of all security vulnerabilities identified as “critical”, “very high” or “high” in the Veracode Application Security Reports, dated November 17, 2021 (which included a Static Application Security Testing, Dynamic Application Security Testing, and a Software Composition Analysis) and the Whitesource Report, dated December 2, 2021, which performed a scan of the container images in the Company Product (collectively, the “Security Reports”) and (B) delivery of a remediation plan reasonably satisfactory to Acquirer to remediate all other security vulnerabilities identified in the Security Reports (notwithstanding the foregoing, the Company will not be obligated to remediate under the preceding clause (A), (1) those vulnerabilities in unmodified third-party libraries (other than those libraries provided by CData or DataDirect that are identified in the Static Application Security Testing of the Veracode Application Security Report) and (2) those vulnerabilities in the Whitesource Report that cannot be resolved by upgrading to stable versions of the operating system or its readily available, stable packages (the “Upgrades”)). The Company will include details in the remediation plan referenced in the previous sentence about such vulnerabilities that cannot be remediated with the Upgrades; and

(xxx)a Warrant Cancellation Agreement, in substantially the form attached hereto as Exhibit K (the “Warrant Cancellation Agreements”), executed by each Company Warrantholder.

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Receipt by Acquirer of any of the agreements, instruments, certificates or documents delivered pursuant to this Section 1.2(b) shall not be deemed to be an agreement by Acquirer or Merger Sub that the information or statements contained therein are true, correct or complete, and shall not diminish Acquirer’s or Merger Sub’s remedies hereunder if any of the foregoing agreements, instruments, certificates or documents are not true, correct or complete.

1.3Effect on Capital Stock, Options and Warrants.

(a)Treatment of Company Capital Stock, Company Options and Company Warrants. Upon the terms and subject to the conditions set forth herein, at the Effective Time, by virtue of the Merger and without any action on the part of any party hereto, Company Stockholder, Company Optionholder or any other Person:

(i)Company Capital Stock. Each share of Company Capital Stock held by a Converting Holder immediately prior to the Effective Time (other than Dissenting Shares and shares that are held by the Company as treasury stock) shall be canceled and automatically converted into the right to receive, subject to and in accordance with Section 1.4, an amount in cash, without interest, equal to the Amount Per Share. The amount of cash each Converting Holder holding shares of Company Capital Stock is entitled to receive for such shares of Company Capital Stock shall be rounded down to the nearest cent and computed for each certificate held by such Converting Holder.

(ii)Unvested Company Shares. The payment of cash pursuant to this Section 1.3 in exchange for Unvested Company Shares issued and outstanding immediately prior to the Effective Time shall be subject to the same restrictions and vesting arrangements that were applicable to such Unvested Company Shares immediately prior to or at the Effective Time (and no vesting acceleration shall occur by reason of the Merger or any subsequent event, such as termination of employment, except as may be specifically set forth in any applicable restricted stock purchase agreements). Therefore, cash otherwise payable pursuant to this Section 1.3 in exchange for the Unvested Company Shares issued and outstanding immediately prior to the Effective Time (“Unvested Cash”) shall not automatically be payable by Acquirer at the Effective Time, and shall instead become payable by Acquirer on the date that such Unvested Company Shares would have become vested. The Unvested Cash shall be paid, upon vesting, in the United States Dollars or, for payments made to a Non-U.S. Continuing Employee, the local currency of such Continuing Employee’s permanent residence on the date of payment. Acquirer may in its discretion make all such required payments to holders of Unvested Cash no later than the 15th day of the calendar month immediately following the calendar month in which such Unvested Cash becomes vested, and in its discretion may make such payments through a paying agent authorized by Acquirer to administer such payments on Acquirer’s behalf or through Acquirer’s (or the Surviving Corporation’s) payroll system and in accordance with standard payroll practices (including withholding for applicable Taxes). All amounts payable pursuant to this Section 1.3(a)(ii) shall be subject to any required withholding of Taxes and shall be paid without interest. A portion of such newly vested cash so distributed will be treated as imputed interest to the extent required under the Code and the regulations promulgated thereunder. No Unvested Cash or right thereto may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by any Person, other than Acquirer, or be taken or reached by any legal or equitable process in satisfaction of any Liability of such Person, prior to the distribution to such Person of such Unvested Cash in accordance with this Agreement.

(iii)Vested Company Options. Each Company Option, whether vested or unvested, that is unexpired, unexercised and outstanding immediately prior to the Effective Time shall be terminated and canceled at the Effective Time and shall not be assumed by Acquirer or Merger Sub, and no Company Option shall be substituted with any equivalent option or right to purchase or otherwise acquire any capital stock or other securities of Acquirer or Merger Sub. Upon cancellation thereof, each vested In the Money Option (after giving effect to the acceleration waiver included in the Optionholder Agreement with respect to Company Options held by Continuing Employees) shall be converted into and represent the right to receive, subject to and in accordance with Section 1.4, an amount in cash, without interest, with respect to each

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share of Company Common Stock underlying such In the Money Option, equal to (i) the Amount Per Share minus (ii) the per share exercise price of such In the Money Option (collectively, the “Option Payments”). The amount of cash each Converting Holder holding vested In the Money Options is entitled to receive pursuant to this Section 1.3(a)(iii) shall be rounded down to the nearest cent and computed after aggregating cash amounts for all vested In the Money Options held by such Converting Holder and the amount of cash will be reduced by any applicable payroll, income tax or other withholding taxes. Upon cancellation thereof, no payment shall be made with respect to any Company Option that is not a vested In the Money Option, and such Company Options shall be canceled at the Effective Time without any consideration therefor.

(iv)Company Warrants. Each In the Money Warrant shall be canceled and converted at the Effective Time into the right to receive from Acquirer, for each share of Company Capital Stock subject to such In the Money Warrant, a portion of the Merger Consideration equal to (i) the Amount Per Share that would have been payable pursuant hereto in respect of such share had such In the Money Warrant been exercised immediately prior to the Effective Time minus (ii) the exercise price with respect to such In the Money Warrant. Each Company Warrant issued and outstanding as of the Effective Time that is not an In the Money Warrant shall be canceled without any cash payment being made in respect thereof.

(b)Treatment of Company Capital Stock Owned by the Company. At the Effective Time, all shares of Company Capital Stock that are owned by the Company as treasury stock immediately prior to the Effective Time shall be cancelled and extinguished without any conversion thereof or payment of any cash or other property or consideration therefor and shall cease to exist.

(c)Treatment of Merger Sub Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Acquirer, Merger Sub or any other Person, each share of capital stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation (and the shares of the Surviving Corporation into which the shares of Merger Sub capital stock are so converted shall be the only shares of the Surviving Corporation’s capital stock that are issued and outstanding immediately after the Effective Time). From and after the Effective Time, each certificate evidencing ownership of a number of shares of Merger Sub capital stock will evidence ownership of such number of shares of common stock of the Surviving Corporation.

(d)Adjustments. In the event of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into capital stock), reorganization, reclassification, combination, recapitalization or other like change with respect to the Company Capital Stock occurring after the Agreement Date and prior to the Effective Time, all references herein to specified numbers of shares of any class or series affected thereby, and all calculations provided for that are based upon numbers of shares of any class or series (or trading prices therefor) affected thereby, shall be equitably adjusted to the extent necessary to provide the parties the same economic effect as contemplated by this Agreement prior to such stock split, reverse stock split, stock dividend, reorganization, reclassification, combination, recapitalization or other like change.

(e)Appraisal Rights. Notwithstanding anything to the contrary contained herein, any Dissenting Shares shall be converted into the right to receive such consideration as may be determined to be due with respect to any such Dissenting Shares pursuant to the DGCL or the CCC. Each holder of Dissenting Shares who, pursuant to the DGCL or the CCC, becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with the DGCL or the CCC (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, then any such shares shall immediately be deemed to have converted at the Effective Time into the right to receive the applicable portion of the Purchase Price in respect of such shares as if such shares never had been Dissenting Shares, and Acquirer shall issue and deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 1.4(a), following the satisfaction of the applicable conditions set forth in Section 1.4(a), the applicable portion of the Purchase Price as if such shares never had been Dissenting Shares. The Company shall provide to Acquirer (i) prompt notice of any demands for appraisal or purchase received by the Company, withdrawals of such

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demands and any other instruments related to such demands served pursuant to the DGCL or the CCC and received by the Company and (ii) the right to direct all negotiations and proceedings with respect to such demands under the DGCL or the CCC, as applicable. The Company shall not, except with the prior written consent of Acquirer, or as otherwise required under the DGCL or the CCC, as applicable, voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any claim or demand in respect of any Dissenting Shares. Subject to Section 8.2, the payout of consideration under this Agreement to the Converting Holders (other than in respect of Dissenting Shares, which shall be treated as provided in this Section 1.3(e) and under the DGCL or the CCC, as applicable) shall not be affected by the exercise or potential exercise of appraisal rights under the DGCL or the CCC by any other Company Stockholder.

(f)No Further Ownership Rights in the Company Capital Stock. The applicable portion of the Purchase Price paid or payable following the surrender for exchange of the Certificates in accordance with this Agreement shall be paid or payable in full satisfaction of all rights pertaining to the shares of Company Capital Stock represented by such Certificates, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock that were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificate is presented to the Surviving Corporation for any reason, such Certificate shall be cancelled and exchanged as provided in this Article I.

1.4Payment and Exchange Procedures.

(a)Surrender of Certificates.

(i)As soon as reasonably practicable after the Agreement Date, Acquirer shall mail or deliver, or cause to be mailed or delivered, a letter of transmittal in customary form together with instructions for use thereof (the “Letter of Transmittal”) to every holder of record of Company Capital Stock that was issued and outstanding on the Agreement Date; provided, however, to the extent any holder of record of Company Capital Stock as of immediately prior to the Effective Time has not received a Letter of Transmittal as of the Effective Time, Acquirer shall mail or deliver, or cause to be mailed or delivered, a Letter of Transmittal to any such holder within two (2) Business Days following the Effective Time. The Letter of Transmittal shall specify that, with respect to shares of Company Capital Stock represented by physical certificates or instruments immediately prior to the Effective Time(the “Certificates”), delivery of the Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon receipt thereof by Acquirer (or, in the case of any lost, stolen or destroyed Certificate, compliance with Section 1.4(a)(i)), together with a properly completed and duly executed Letter of Transmittal, duly executed on behalf of each Person effecting the surrender of such Certificates, and shall be in such form and have such other provisions as Acquirer and the Company may mutually agree upon, including an agreement to be bound by the provisions of Section 1.5 and Article VIII and to release Acquirer, the Company and the Surviving Corporation from any claims, rights, Liabilities and causes of action whatsoever based upon, relating to or arising out of the Certificates, the Merger and/or the Transactions. For clarity, holders of shares of Company Capital Stock represented by book-entry immediately prior to the Effective Time shall not be required to surrender any Certificates or otherwise comply with Section 1.4(a)(i) with respect thereto.

(ii)As soon as reasonably practicable after the Closing but in no event later than two (2) Business Days following the Closing Date, Acquirer shall cause to be deposited with U.S. Bank, National Association or such other nationally recognized bank or trust company as Acquirer may choose in its reasonable discretion (the “Paying Agent”) the portion of the Merger Consideration payable to Company Stockholders at the Closing pursuant to Section 1.3(a)(i) in respect of their shares of Company Capital Stock and holders of In the Money Warrants at the Closing pursuant to Section 1.3(a)(iv) in respect of their In the Money Warrants, in each case subject to Section 1.4(c).

(iii)As soon as reasonably practicable after the date of delivery to the Paying Agent of a properly completed and duly executed Letter of Transmittal and any other

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documentation required thereby (including, with respect to shares of Company Capital Stock represented by a Certificate, receipt by Acquirer or the Paying Agent of such Certificate (or, in the case of any lost, stolen or destroyed Certificate, compliance with Section 1.4(a)(i))), (A) the holder of record of such share(s) of Company Capital Stock and In the Money Warrants shall be entitled to receive the amount of cash that such holder has the right to receive pursuant to Section 1.3(a)(i) and Section 1.3(a)(iv), respectively, subject to Section 1.4(c) and such holder’s Holdback Agreement, as applicable, in respect of such share(s) of Company Capital Stock and (B) with respect to shares of Company Capital Stock represented by a Certificate, such Certificate shall be cancelled.

(iv)Upon receipt of written confirmation of the effectiveness of the Merger from the Secretary of State of the State of Delaware, Acquirer will instruct the Paying Agent to pay (A) to each holder of Company Capital Stock by check or wire transfer of same-day funds the aggregate amount of cash payable to such holder of Company Capital Stock pursuant to Section 1.3(a)(i) (subject to Section 1.4(c) and such holder’s Holdback Agreement, as applicable) other than in respect of Dissenting Shares to holders thereof, and in each case as promptly as practicable following the submission of a duly executed Letter of Transmittal by such Converting Holder to the Paying Agent (including, with respect to shares of Company Capital Stock represented by a Certificate, receipt by Acquirer or the Paying Agent of such Certificate (or, in the case of any lost, stolen or destroyed Certificate, compliance with Section 1.4(a)(i))) and (B) to each holder of an In the Money Warrant by check or wire transfer of same-day funds the aggregate amount of cash payable to such holder pursuant to Section 1.3(a)(iv) (subject to Section 1.4(c)) as promptly as practicable following the submission of a duly executed Warrant Cancellation Agreement by such holder to the Paying Agent.

(i)With respect to shares of Company Capital Stock represented by a Certificate, if any such Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such document to be lost, stolen or destroyed and, if required by Acquirer or the Paying Agent, the payment of any reasonable fees and the posting by such Person of a bond in such reasonable amounts as Acquirer may direct as indemnity against any claim that may be made against it with respect to such document, the Paying Agent will pay and deliver, respectively, in exchange for such lost, stolen or destroyed document the applicable portion of the Merger Consideration payable pursuant to Section 1.3(a)(i) in respect of their shares of Company Capital Stock, subject to Section 1.4(c).

(b)Surrender of Options. Acquirer shall, on the next practicable payroll date following the Closing Date (and in all events no later than 30 days following the Closing Date), cause the Option Payments corresponding to vested In the Money Options to be paid to each Company Optionholder holding vested In the Money Options, less an amount in cash equal to such Company Optionholder’s Pro Rata Share of the Escrow Amount, through (i) the payroll system of Acquirer or the Surviving Corporation (or the applicable Subsidiary thereof) in accordance with standard payroll practices for Company Optionholders that are current or former employees of the Company or its Subsidiaries or (ii) the accounts payable system (or other similar system) of Acquirer or the Surviving Corporation (or the applicable subsidiary thereof) in accordance with standard payment practices for Company Optionholders that are current or former non-employee services providers of the Company or its Subsidiaries, and subject to any required withholding for applicable Taxes; provided that such payment to such Company Optionholder shall be made according to such schedule only if such Company Optionholder shall have delivered a duly executed Optionholder Agreement, at least five Business Days prior to the date of such proposed payment.

(c)Escrow Amount. Notwithstanding anything to the contrary in the other provisions of this Article I, Acquirer shall withhold from each Converting Holder’s applicable portion of the Merger Consideration otherwise payable to such Converting Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(iii) (with respect to vested In the Money Options) and Section 1.3(a)(iv) (with respect to In the Money Warrants) such Converting Holder’s Pro Rata Share of the Escrow Amount, and shall deposit the Escrow Amount with the Escrow Agent pursuant to Section 8.1. The portion of the Merger Consideration contributed to the Escrow Fund shall, to the maximum extent possible, consist of vested

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Merger Consideration that is not subject to vesting pursuant to a Holdback Agreement. The Escrow Fund shall constitute partial security for the benefit of Acquirer (on behalf of itself or any other Indemnified Person) with respect to any Indemnifiable Damages pursuant to the indemnification obligations of the Converting Holders under Section 1.5 and Article VIII, and shall be held and distributed in accordance with Section 1.5 and Section 8.1. The adoption of this Agreement and approval of the principal terms of the Merger by the Company Stockholders shall constitute, among other things, approval of the Escrow Amount, the withholding of the Escrow Amount by Acquirer and the appointment of the Converting Holders’ Agent.

(d)Transfers of Ownership. If any cash amount payable pursuant to Section 1.3(a)(i) is to be paid to a Person other than the Person to which the Certificate surrendered in exchange therefor is registered, it shall be a condition of the payment thereof that such Certificate shall be properly endorsed and otherwise in proper form for transfer and that the Person requesting such exchange shall have paid to Acquirer or any agent designated by Acquirer any transfer or other Taxes required by reason of the payment of cash in any name other than that of the registered holder of such Certificate, or established to the satisfaction of Acquirer or any agent designated by Acquirer that such Tax has been paid or is not payable.

(e)No Liability. Notwithstanding anything to the contrary in this Section 1.4, no party hereto shall be liable to any Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar Applicable Law.

(f)Unclaimed Consideration. Each holder of a Certificate who has not theretofore complied with the exchange procedures set forth in and contemplated by this Section 1.4 shall look only to Acquirer (subject to abandoned property, escheat and similar Applicable Law) for such holder’s claim, only as a general unsecured creditor of Acquirer, to any portion of the Merger Consideration payable pursuant to Section 1.3(a) in respect of such Certificate. Notwithstanding anything to the contrary contained herein, if any Certificate has not been surrendered prior to the earlier of the first anniversary of the Effective Time and such date on which the applicable portion of the Merger Consideration payable pursuant to Section 1.3(a) in respect of such Certificate would otherwise escheat to, or become the property of, any Governmental Entity, any amounts payable in respect of such Certificate shall, to the extent permitted by Applicable Law, become the property of Acquirer, free and clear of all claims or interests of any Person previously entitled thereto.

(g)Rights Not Transferable. The rights of the Company Securityholders under this Agreement as of immediately prior to the Effective Time are personal to each such Company Securityholder and shall not be transferable for any reason, other than by operation of law, will or the laws of descent and distribution without action taken by or on behalf of such Company Securityholder. Any attempted transfer of such right by any holder thereof (other than as permitted by the immediately preceding sentence) shall be null and void.

(h)No Interest. Notwithstanding anything to the contrary contained herein, no interest shall accumulate on any cash payable in connection with the consummation of the Merger or the other Transactions.

1.5Merger Consideration Adjustment.

(a)Pursuant to Section 5.13, the Company shall deliver the Company Closing Financial Certificate to Acquirer not later than three Business Days prior to the Closing Date.

(b)Within 120 days after the Closing, Acquirer may object to the calculation of the Merger Consideration and each element thereof included in the Company Closing Financial Certificate (the “Merger Consideration Calculations”) by delivering to the Converting Holders’ Agent a notice (the “Acquirer Merger Consideration Notice”) setting forth Acquirer’s calculation of the Merger Consideration and each element thereof and the amount by which the Merger Consideration as calculated by Acquirer is less than the Merger Consideration as calculated in accordance with the Company Closing Financial Certificate, in each case together with reasonable supporting documentation, information and calculations; provided, however, that within 95 days after the Closing Acquirer shall deliver to the

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Converting Holders’ Agent a schedule setting forth all Accounts Receivable of the Company arising from transactions with the parties set forth on Schedule 2.4(e) of the Company Disclosure Letter and included in the Company Closing Financial Certificate that has not been collected as of the date that is 90 days after the Closing.

(c)The Converting Holders’ Agent may object to the calculation of the Merger Consideration and each element thereof set forth in the Acquirer Merger Consideration Notice by providing written notice of such objection to Acquirer within 20 days after Acquirer’s delivery of the Acquirer Merger Consideration Notice (the “Notice of Objection”), together with supporting documentation, information and calculations. Any matters not expressly set forth in the Notice of Objection shall be deemed to have been accepted by the Converting Holders’ Agent on behalf of the Converting Holders.

(d)If the Converting Holders’ Agent timely provides the Notice of Objection, then Acquirer and the Converting Holders’ Agent shall confer in good faith for a period of up to 10 Business Days following Acquirer’s timely receipt of the Notice of Objection in an attempt to resolve any disputed matter set forth in the Notice of Objection, and any resolution by them shall be in writing and shall be final and binding on the parties hereto and the Converting Holders.

(e)If, after the 10 Business Day period set forth in Section 1.5(d), Acquirer and the Converting Holders’ Agent cannot resolve any matter set forth in the Notice of Objection, then Acquirer and the Converting Holders’ Agent shall engage a nationally recognized auditing firm reasonably acceptable to both Acquirer and the Converting Holders’ Agent (the “Reviewing Accountant”) to review only the matters in the Notice of Objection that are still disputed by Acquirer and the Converting Holders’ Agent and the Merger Consideration Calculations to the extent relevant thereto. After such review and a review of the Company’s relevant books and records, the Reviewing Accountant shall promptly (and in any event within 60 days following its engagement) determine the resolution of such remaining disputed matters, which determination shall be final and binding on the parties hereto and the Converting Holders (except in the case of fraud or manifest error), and the Reviewing Accountant shall provide Acquirer and the Converting Holders’ Agent with a calculation of the Merger Consideration in accordance with such determination. The scope of the disputes to be resolved by the Reviewing Accountant is limited to only such items included in the Acquirer Merger Consideration Notice that the Converting Holders’ Agent has timely disputed in the Notice of Objection. The Reviewing Accountant shall determine, based solely on presentations by Acquirer and the Converting Holders’ Agent and their respective representatives, and not by independent review, only those issues in dispute specifically set forth in the Notice of Objection, and shall act as an expert and not as an arbitrator. In resolving any disputed item, the Reviewing Accountant shall (i) be bound by the principles set forth in this Section 1.5 and shall not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party, (ii) not make any determination as to the accuracy of the representations and warranties set forth in this Agreement, and (iii) not make any determination as to compliance by any party with any of their respective covenants in this Agreement (other than those set forth in this Section 1.5). The parties acknowledge that the purpose of preparing the Acquirer Merger Consideration Notice and determining the Merger Consideration Calculations and any related consideration adjustment contemplated by this Section 1.5 is to measure the Company Closing Cash, Company Debt, Transaction Expenses and any Closing Net Working Capital Shortfall or Closing Net Working Capital Surplus, and such processes are not intended to permit the introduction of different judgments, accounting policies, principles, practices, techniques, categorizations, evaluation rules, procedures, methods or bases inconsistent with those set forth in Section 1.5 and the definitions set forth herein for the purpose of preparing the Merger Consideration Calculations, and the Reviewing Accountant shall make its determinations in accordance with this purpose.

(f)If the Merger Consideration as finally determined pursuant to Section 1.5(b), Section 1.5(d) and/or Section 1.5(e), as the case may be (the “Final Merger Consideration”), is less than the Merger Consideration as calculated at Closing in accordance with the Company Closing Financial Certificate (such difference, the “FinalMerger Consideration Shortfall”), then the Converting Holders shall severally but not jointly indemnify and hold harmless Acquirer without any dispute by the Converting Holders’ Agent, for the full amount of:

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(i)the Final Merger Consideration Shortfall; and

(ii)all fees, costs and expenses of the Reviewing Accountant to be paid by the Converting Holders pursuant to Section 1.5(h)(i) or Section 1.5(h)(ii), if any.

(g)If the Final Merger Consideration is greater than the Merger Consideration as calculated at Closing in accordance with the Company Closing Financial Certificate (such difference, the “Final Merger Consideration Surplus”), then the Final Merger Consideration Surplus shall be deemed added to the Merger Consideration as calculated at Closing and shall be promptly paid by Acquirer (or Acquirer shall cause the Paying Agent to promptly make such payments on its behalf) to the Converting Holders in accordance with each Converting Holder’s Pro Rata Share of such Final Merger Consideration Surplus. Any payments made pursuant to this Section 1.5 shall be treated as adjustments to the Purchase Price for all Tax purposes to the maximum extent permitted under Applicable Law.

(h)The fees, costs and expenses of the Reviewing Accountant shall be paid (i) by Acquirer in the event the difference between the Final Merger Consideration as determined by the Reviewing Accountant pursuant to Section 1.5(e) and the Merger Consideration Calculations set forth in the Acquirer Merger Consideration Notice (such difference, the “Acquirer’s Difference”) is greater than the difference between the Final Merger Consideration as determined by the Reviewing Accountant pursuant to Section 1.5(e) and the Merger Consideration Calculations set forth in the Notice of Objection (such difference, the “Converting Holders’ Agent’s Difference”), (ii) by the Converting Holders if the Acquirer’s Difference is less than the Converting Holders’ Agent’s Difference or (iii) equally by Acquirer on the one hand, and the Converting Holders on the other hand, if the Acquirer’s Difference is the same as the Converting Holders’ Agent’s Difference.

(i)Any payments made pursuant to this Section 1.5 shall be treated as adjustments to the Purchase Price for all Tax purposes to the maximum extent permitted under Applicable Law. In the event that any amount is payable to Acquirer pursuant to Section 1.5(f), Acquirer may, in its sole discretion, elect to collect such amount from the Escrow Fund.

1.6Tax Consequences. Neither Acquirer nor Merger Sub makes any representations or warranties or provides any indemnities to the Company, any of the Subsidiaries or to any Company Securityholder regarding the Tax treatment of the Merger, or any of the Tax consequences to the Company, any of the Subsidiaries or any Company Securityholder of this Agreement, the Merger or the other Transactions or the other agreements contemplated by this Agreement. The Company acknowledges that the Company, the Subsidiaries and the Company Securityholders are relying solely on their own Tax advisors in connection with this Agreement, the Merger and the other Transactions and the other agreements contemplated by this Agreement.

1.7Certain Taxes. All transfer, documentary, sales, use, stamp, registration and other Taxes and fees (including any penalties and interest) incurred in connection with the Merger or any other transaction contemplated by this Agreement (collectively, “Transfer Taxes”) shall be paid 50% by the Converting Holders and 50% by Acquirer when due, and the party required by Applicable Law to do so shall, at its own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes and fees and if required by Applicable Law, the other parties shall, and shall cause their respective Affiliates to, join in the execution of any such Tax Returns and other documentation.

1.8Withholding Rights. Each of Acquirer, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from any payments pursuant to this Agreement such amounts as Acquirer, the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to any such payments under the Code or any provision of state, local, provincial or non-U.S. Tax law. To the extent that amounts are so deducted and withheld, to the extent required by Applicable Law, and timely paid over to the appropriate Governmental Entity, such amounts shall be treated for all purposes of this Agreement as having been paid to such Persons in respect of which such deduction and withholding was made.

1.9Taking of Necessary Action; Further Action. If, at any time after the Closing, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving

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Corporation with full right, title and interest in, to and under, and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company and the Subsidiaries, the officers and directors of the Surviving Corporation are fully authorized, in the name and on behalf of the Company and the Subsidiaries or otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Article II
Representations and Warranties of the Company

Subject to the disclosures set forth in the disclosure letter of the Company delivered to Acquirer concurrently with the execution of this Agreement (the “Company Disclosure Letter”), each of which disclosures, in order to be effective, shall clearly indicate the Section and, if applicable, the Subsection of this Article II to which it relates (unless and only to the extent the relevance to other representations and warranties is reasonably apparent from the actual text of the disclosures without any reference to extrinsic documentation or any independent knowledge on the part of the reader regarding the matter disclosed), the Company represents and warrants to Acquirer as follows:

2.1Organization, Standing, Power and Subsidiaries.

(a)Each of the Company and the Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and the Subsidiaries has the corporate power to own, operate, use, distribute and lease its properties and to conduct the Business and is duly licensed or qualified to do business and is in good standing in each jurisdiction where the failure to be so qualified or in good standing, individually or in the aggregate with any such other failures, would reasonably be expected to have a Material Adverse Effect with respect to the Company and the Subsidiaries (taken as a whole). Other than the Subsidiaries, the Company has no Equity Interest in, or any loans to, any corporation, partnership, limited liability company, joint venture or other business entity.

(b)Schedule 2.1(b) of the Company Disclosure Letter sets forth a true, correct and complete list of each Subsidiary and its jurisdiction of incorporation. The Company is the owner of all of the issued and outstanding Equity Interests of each Subsidiary, free and clear of all Encumbrances, and all such Equity Interests are duly authorized, validly issued, fully paid and non-assessable and are not subject to any preemptive right or right of first refusal created by statute, the certificate of incorporation and bylaws or other equivalent organizational or governing documents, as applicable, of such Subsidiary or pursuant to any Contract to which such Subsidiary is a party or by which it is bound. There are no outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or convertible securities or other Contracts of any character relating to the issued or unissued capital stock or other securities of any Subsidiary, or otherwise obligating the Company or any of the Subsidiaries to issue, transfer, sell, purchase or redeem or otherwise acquire or sell any such securities. There are no entities that have been merged into or that otherwise are predecessors to the Company or any of the Subsidiaries.

(c)Neither the Company nor any of the Company Stockholders has ever approved or commenced any proceeding or made any election contemplating the dissolution or liquidation of the Company or any Subsidiary or the winding up or cessation of the business or affairs of the Company or any Subsidiary.

(d)Schedule 2.1(d) of the Company Disclosure Letter sets forth a true, correct and complete list of: (i) the names of the members of the Board and the board of directors (or similar body) of each Subsidiary, (ii) the names of the members of each committee of the Board and the board of directors (or similar body) of each Subsidiary and (iii) the names and titles of the officers of the Company and the Subsidiaries.

2.2Capital Structure.

(a)The authorized Company Capital Stock consists solely of 120,744,999 shares of Company Common Stock and 71,565,019 shares of Company Preferred Stock, of which 6,687,405 shares are designated as Company Series A Preferred Stock, 8,174,943 shares are designated as Company Series

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B Preferred Stock, 9,595,605 shares are designated as Company Series C Preferred Stock, 9,010,559 shares are designated as Company Series C-1 Preferred Stock, 11,257,665 shares are designated as Company Series D Preferred Stock and 26,838,842 shares are designated as Company Series E Preferred Stock. A total of 15,631,143 shares of Company Common Stock, 6,687,405 shares of Company Series A Preferred Stock, 8,174,943 shares of Company Series B Preferred Stock, 9,595,605 shares of Company Series C Preferred Stock, 8,926,459 shares of Company Series C-1 Preferred Stock, 11,257,665 shares of Company Series D Preferred Stock and 26,745,748 shares of Company Series E Preferred Stock are issued and outstanding as of the Agreement Date, and there are no other issued and outstanding shares of Company Capital Stock and no commitments or Contracts to issue any shares of Company Capital Stock other than pursuant to the exercise of Company Options under the Company Option Plans or Company Warrants, in each case, that are outstanding as of the Agreement Date. Neither the Company nor any Subsidiary holds any treasury shares. Schedule 2.2(a)-1 of the Company Disclosure Letter sets forth, as of the Agreement Date, (i) a true, correct and complete list of the Company Stockholders and the number and type of such shares so owned by such Company Stockholder, (ii) the number of shares of Company Common Stock that would be owned by such Company Stockholder assuming conversion of all shares of Company Preferred Stock so owned by such Person after giving effect to all anti-dilution and similar adjustments and (iii) a true, correct and complete list of the Company Warrantholders and the number and type of shares of Company Capital stock subject to each Company Warrant. Schedule 2.2(a)-2 of the Company Disclosure Letter sets forth, as of the Agreement Date, a true, correct and complete list (which Schedule 2.2(a)-2 shall be a subset of Schedule 2.2(a)-1 of the Company Disclosure Letter) of all holders of any issued and outstanding Unvested Company Shares, including the number and kind ofshares of Company Capital Stock unvestedas of the Agreement Date, the purchase price paid per share, the vesting schedule in effect for such Unvested Company Shares, the repurchase price payable per unvested share and the length of the repurchase period following such holder’s termination of service. All issued and outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are free of any Encumbrances, outstanding subscriptions, preemptive rights or “put” or “call” rights created by statute, the Certificate of Incorporation, the Bylaws or any Contract to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their respective assets are bound. Neither the Company nor any of the Subsidiaries has ever declared or paid any dividends on any shares of Company Capital Stock. There is no Liability for dividends accrued and unpaid by the Company or the Subsidiaries. The Company and the Subsidiaries are not under any obligation to register under the Securities Act or any other Applicable Law any shares of Company Capital Stock, any Equity Interests or any other securities of the Company or any of the Subsidiaries, whether currently outstanding or that may subsequently be issued. Pursuant to the Certificate of Incorporation in effect on the Agreement Date, each share of Company Preferred Stock is convertible into one share of Company Common Stock. All issued and outstanding shares of Company Capital Stock, all Company Options and all Company Warrants were issued in compliance with Applicable Law and all requirements set forth in the Certificate of Incorporation, the Bylaws and any applicable Contracts to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their respective assets are bound.

(b)As of the Agreement Date, the Company has reserved 33,046,235 shares of Company Common Stock for issuance to employees, non-employee directors and consultants pursuant to the Company Option Plans, of which 27,211,687 shares are subject to outstanding and unexercised Company Options, and 2,217,319 shares remain available for issuance thereunder. Schedule 2.2(b) of the Company Disclosure Letter sets forth, as of the Agreement Date, a true, correct and complete list of all Company Optionholders, and each Company Option, whether or not granted under the Company Option Plan, including the number of shares of Company Capital Stock subject to each Company Option, the number of such shares that are vested or unvested, the “date of grant” of such Company Option (as defined under Treasury Regulation 1.409A-1(b)(5)(vi)(B)), the vesting commencement date, the vesting schedule (and the terms of any acceleration thereof), the exercise price per share, the Tax status of such Company Option under Section 422 of the Code (or any applicable non-U.S. Tax law), the term of each Company Option, the plan from which such Company Option was granted (if any), the country and state of residence of such Company Optionholder, and whether the Company Option may be “early exercised.” All Company Options listed on Schedule 2.2(b) of the Company Disclosure Letter that are denoted as incentive stock options under Section 422 of the Code so qualify and will continue to so qualify as of immediately prior to the consummation of the Transactions. True, correct and complete copies of the Company Option Plan, including any country-specific subplans or addendums thereto, and the

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Company’s standard forms of Company Option agreement under the Company Option Plan, including any country-specific terms and conditions or addendums thereto, and executed copies of all Company Option agreements have been provided to Acquirer, and such Company Option Plans and Contracts have not been amended, modified or supplemented since being provided to Acquirer, and there are no agreements, understandings or commitments to amend, modify or supplement such Company Option Plans or Contracts in any case from those provided to Acquirer. The terms of the Company Option Plans permit the treatment of Company Options as provided herein, without notice to, or the consent or approval of, the Company Optionholders, the Company Stockholders or otherwise and without any acceleration of the exercise schedule or vesting provisions in effect for such Company Options.

(c)Schedule 2.2(c) of the Company Disclosure Letter sets forth, as of the Agreement Date, a true, correct and complete list of all Company Warrantholders, including the number of shares and type of Company Capital Stock subject to each Company Warrant, the date of grant, the exercise or vesting schedule (and the terms of any acceleration thereof), the exercise price per share and the term of each Company Warrant. True, correct and complete copies of each Company Warrant have been provided to Acquirer, and such Company Warrants have not been amended or supplemented since being provided to Acquirer, and there are no Contracts providing for the amendment or supplement of such Company Warrants. Other than as contemplated by the Warrant Cancellation Agreements, no other notice to, or consent or approval of, the Company Warrantholders is necessary to permit the treatment of the Company Warrants as provided herein.

(d)As of the Agreement Date, there are no authorized, issued or outstanding Equity Interests of the Company other than shares of Company Capital Stock, Company Options and Company Warrants. Other than as set forth on Schedules 2.2(a),2.2(b) and 2.2(c) of the Company Disclosure Letter as of the Agreement Date no Person has any Equity Interests of the Company or any of the Subsidiaries, stock appreciation rights, stock units, share schemes, calls or rights, or is party to any Contract of any character to which the Company, any of the Subsidiaries or a Company Securityholder is a party or by which it or its assets is bound, (i) obligating the Company, any of the Subsidiaries or a Company Securityholder to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Equity Interests of the Company or any of the Subsidiaries or other rights to purchase or otherwise acquire any Equity Interests of the Company or any of the Subsidiaries, whether vested or unvested, or (ii) obligating the Company or any of the Subsidiaries to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such Company Option, Company Warrant, call, right or Contract.

(e)No Company Debt (i) granting its holder the right to vote on any matters on which any Company Securityholder may vote (or that is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting stock of the Company or any of the Subsidiaries, is issued or outstanding as of the Agreement Date (collectively, “Company Voting Debt”).

(f)There are no Contracts relating to voting, purchase, sale or transfer of any Company Capital Stock (i) between or among the Company or any of the Subsidiaries and any Company Securityholder and (ii) to the knowledge of the Company, between or among any of the Company Securityholders.

(g)Schedule 2.2(g) of the Company Disclosure Letter identifies each employee or other service provider of the Company, any of the Subsidiaries or any other Person with an offer letter or other Contract or Company Employee Plan that contemplates a grant of, or right to purchase or receive: (i) options to purchase shares of Company Common Stock or other equity awards with respect to Company Capital Stock or Equity Interests of any of the Subsidiaries or (ii) other securities of the Company or any of the Subsidiaries that, in each case, have not been issued or granted as of the Agreement Date, together with the number of such options, other equity awards or other securities and any promised terms thereof.

2.3Authority; Non-contravention.

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(a)Subject to obtaining the Company Stockholder Approval, the Company has all requisite corporate power and authority to enter into this Agreement and the other Company Transaction Documents and to consummate the Transactions. The execution and delivery of this Agreement and the other Company Transaction Documents and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of the Company and the Subsidiaries. This Agreement and each other Company Transaction Document has been duly executed and delivered by the Company and, assuming the due execution and delivery of such Transaction Document by the other parties hereto and thereto, constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms subject only to the effect, if any, of (i) applicable bankruptcy and other similar Applicable Law affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Board, has (x) declared that this Agreement and the Transactions, including the Merger, upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of the Company and the Company Stockholders, (y) approved this Agreement in accordance with Applicable Law and (z) directed that this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the principal terms of the Merger. The affirmative votes of (i) the holders of a majority of the outstanding shares of Company Preferred Stock, voting together as a single class and not as separate series, and on an as-converted basis, (ii) the holders of a majority of the outstanding shares of Company Common Stock and (iii) the holders of a majority of the outstanding shares of Company Capital Stock, voting together as a single class and on an as-converted basis, are the only votes of the holders of Company Capital Stock necessary to adopt this Agreement and approve the principal terms of the Merger under the DGCL, the CCC, the Certificate of Incorporation and the Bylaws, each as in effect at the time of such adoption and approval (collectively, the “Company Stockholder Approval”).

(b)The execution and delivery of this Agreement and the other Company Transaction Documents, by the Company does not, and the consummation of the Transactions will not, (i) result in the creation of any Encumbrance on any of the material assets of the Company, any of the Subsidiaries or any of the shares of Company Capital Stock or (ii)  assuming the making of all filings and notifications required in connection with the Transactions under any Antitrust Laws and the receipt of all clearances, consents, approvals, authorizations, and waiting period expirations or terminations required in connection with the transactions described herein under the Antitrust Laws, conflict with, or result in any violation of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under, or require any consent, approval or waiver from any Person pursuant to, (A) any provision of the Certificate of Incorporation, the Bylaws or other equivalent organizational or governing documents of the Company or any of the Subsidiaries, in each case as amended to date, (B) any Material Contract of the Company, any of the Subsidiaries or (C) any Applicable Law.

(c)No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to the Company or any of the Subsidiaries in connection with the execution and delivery of this Agreement or any other Company Transaction Document or the consummation of the Transactions, except for (i) the filing of the Certificate of Merger, as provided in Section 1.1(d), (ii) such filings and notifications as may be required to be made by the Company in connection with the Transactions under the HSR Act and other applicable Antitrust Laws and the expiration or early termination of the applicable waiting period under the HSR Act and other applicable Antitrust Laws and (iii) such other consents, approvals, Orders, authorizations, registrations, declarations, filings and notices that, if not obtained or made, would not prevent or materially delay the Company’s or any of the Subsidiaries’ ability to perform or comply in any material respect with the covenants, agreements or obligations of the Company herein or in any other Company Transaction Document or to consummate the Transactions in accordance with this Agreement or any other Company Transaction Document and Applicable Law. For clarity, for all purposes of this Agreement (including Article VIII), no representation or warranty is made under this Section 2.3 or otherwise under this Article II regarding the absence of any challenge brought by any Governmental Entity following the Closing Date on the grounds that the Merger or other transactions contemplated hereby would require registration, declaration or filing with such Governmental Entity under any antitrust law or otherwise violate any Antitrust Law.

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(d)The Company and each of the Subsidiaries, the Board and the Company Stockholders have taken all actions such that the restrictive provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination,” “interested shareholder” or other similar anti-takeover statute or regulation, and any anti-takeover provision in the organizational or governing documents of the Company and the Subsidiaries will not be applicable to any of Acquirer, the Company, any of the Subsidiaries or the Surviving Corporation, or to the execution, delivery, or performance of this Agreement or the Stockholder Agreement, or to the Transactions, the Company Stockholder Approval or the Requisite Stockholder Approval.

2.4Financial Statements; No Undisclosed Liabilities.

(a)The Company has delivered to Acquirer its audited consolidated financial statements for the fiscal years ended January 31, 2019, January 31, 2020 and January 31, 2021 and its unaudited consolidated financial statements for the eight-month period ended September 30, 2021 (including, in each case, balance sheets, statements of operations and loss and statements of cash flows, and statements of stockholders’ equity) (collectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the Company and the Subsidiaries, (ii) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present in all material respects the consolidated financial condition of the Company and the Subsidiaries at the dates therein indicated and the consolidated results of operations and cash flows of the Company and the Subsidiaries for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate will be material in amount) and (iv) were prepared in accordance with GAAP, except for the absence of footnotes, applied on a consistent basis throughout the periods involved.

(b)Neither the Company nor any of the Subsidiaries has any Liabilities of any nature other than (i) those set forth or adequately provided for in the balance sheet included in the Financial Statements as of September 30, 2021 (such date, the “Company Balance Sheet Date” and such balance sheet, the “Company Balance Sheet”), (ii) those incurred in the conduct of the Company’s and the Subsidiaries’ business since the Company Balance Sheet Date in the ordinary course consistent with past practice and those that, individually or in the aggregate, are not material in nature or amount and do not result from any breach of Contract, warranty, infringement, tort or violation of Applicable Law and (iii) those incurred by the Company and the Subsidiaries in connection with the execution of this Agreement or the Transactions. Except for Liabilities reflected in the Financial Statements, neither the Company nor any of the Subsidiaries has any off-balance sheet Liability of any nature to, or any financial interest in, any third parties or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company and the Subsidiaries. All reserves that are set forth in or reflected in the Company Balance Sheet have been established in accordance with GAAP consistently applied and are adequate in all material respects. Without limiting the generality of the foregoing, neither the Company nor any of the Subsidiaries guarantee any debt or other obligation of any other Person.

(c)Schedule 2.4(c) of the Company Disclosure Letter sets forth, as of the Agreement Date, a true, correct and complete list of all Company Debt, including, for each item of Company Debt, the Contract governing the Company Debt and any prepayment penalties payable in connection with the repayment of such Company Debt at the Closing.

(d)Schedule 2.4(d) of the Company Disclosure Letter sets forth the names and locations of all banks and other financial institutions at which the Company and the Subsidiaries maintain accounts and the names of all Persons authorized to make withdrawals therefrom.

(e)The accounts receivable of the Company (the “Accounts Receivable”) as reflected on the Company Balance Sheet and as will be reflected in the Company Closing Financial Certificate arose in the ordinary course of business consistent with past practice and represent bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the book amounts thereof (with respect to Accounts Receivable reflected on the Company Closing Financial Certificate, (x) within 60 days following the Closing Date with respect to Accounts Receivable that is

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more than 30 days past due as of the Closing Date and (y) within 90 days following the Closing Date for all other Accounts Receivable, in each case except for Accounts Receivable arising from transactions with the parties set forth on Schedule 2.4(e) of the Company Disclosure Letter, which Accounts Receivable shall be collected within 105 days following the Closing Date) less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet or in the Company Closing Financial Certificate, as the case may be. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the Company’s and the Subsidiaries’ past practice and, are sufficient to provide for any losses that may be sustained on realization of the applicable Accounts Receivable. None of the Accounts Receivable is subject to any claim of offset, recoupment, set-off or counter- claim and, to the knowledge of the Company, there are no facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No material amount of Accounts Receivable is contingent upon the performance by the Company or the Subsidiaries of any obligation or Contract other than normal warranty repair and replacement. No Person has any Encumbrance on any Accounts Receivable, and no agreement for deduction or discount has been made with respect to any such Accounts Receivable.

(f)each of the Company and the Subsidiaries has established and maintains a system of internal accounting controls sufficient to provide reasonable assurances (i) that transactions, receipts and expenditures of the Company and the Subsidiaries are being executed and made only in accordance with appropriate authorizations of management and the Board, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and (B) to maintain accountability for assets, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Company and the Subsidiaries and (iv) that the amount recorded for assets on the books and records of the Company and the Subsidiaries is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. None of the Company, any of the Subsidiaries, the Company’s independent auditors and, to the knowledge of the Company, any current or former employee, consultant or director of the Company or any of the Subsidiaries, has identified or been made aware of any fraud, whether or not material, that involves Company’s management or other current or former employees, consultants or directors of the Company or any of the Subsidiaries who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company and the Subsidiaries, or any claim or allegation regarding any of the foregoing. None of the Company, any of the Subsidiaries and, to the knowledge of the Company, any Representative of the Company or any Subsidiary has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, in each case, regarding deficient accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Subsidiaries or its internal accounting controls or any material inaccuracy in the Company’s or any Subsidiary’s financial statements. No attorney representing the Company or any of the Subsidiaries, whether or not employed by the Company or any of the Subsidiaries, has reported to the Board or any committee thereof (or any similar body of any of the Subsidiaries) or to any director or officer of the Company or any of the Subsidiaries evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company, any of the Subsidiaries or their Representatives. There are no significant deficiencies or material weaknesses in the design or operation of the Company’s or any of the Subsidiary’s internal controls that could adversely affect the Company’s or any of the Subsidiaries’ ability to record, process, summarize and report financial data. At the Company Balance Sheet Date, there were no material loss contingencies (as such term is used in Financial Accounting Standards Board Accounting Standards Codification Topic 450) that are not adequately provided for in the Company Balance Sheet as required by such Topic 450.

2.5Absence of Changes. Except as otherwise contemplated by this Agreement, since the Company Balance Sheet Date, (a) the Company and the Subsidiaries have conducted the Business only in the ordinary course of business consistent with past practice, (b) there has not occurred a Material Adverse Effect with respect to the Company and the Subsidiaries and (c) neither the Company nor any of the Subsidiaries has done, caused or permitted any action that would constitute a breach of Section 4.2 if such action were taken by the Company or any of the Subsidiaries, as applicable, without the written consent of Acquirer, between the Agreement Date and the earlier of the termination of this Agreement and the Effective Time.

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2.6Litigation. There is no Legal Proceeding to which the Company or any of the Subsidiaries is a party pending before any Governmental Entity, or, to the knowledge of the Company, threatened against the Company, any of the Subsidiaries or any of their respective assets or any of their respective directors, officers or employees (in their capacities as such or relating to their employment, services or relationship with the Company or any of the Subsidiaries), in each case, except as would not be material to the Company and its Subsidiaries (taken as a whole). There is no Order against the Company or any of the Subsidiaries, any of their respective assets, or, to the knowledge of the Company, any of their respective directors, officers or employees (in their capacities as such or relating to their employment, services or relationship with the Company or any of the Subsidiaries). Neither the Company nor any of the Subsidiaries has any Legal Proceeding pending against any other Person.

2.7Restrictions on Business Activities. There is no Contract or Order binding upon the Company or any of the Subsidiaries that restricts or prohibits, purports to restrict or prohibit, has or would reasonably be expected to have, whether before or after consummation of the Merger, the effect of prohibiting, restricting or impairing any current or presently proposed business practice of the Company or any of the Subsidiaries, any acquisition of property by the Company or any of the Subsidiaries or the conduct or operation of the Business or, excluding restrictions on the use of Third-Party Intellectual Property contained in the applicable written license agreement therefor, limiting the freedom of the Company or any of the Subsidiaries to (a) engage or participate, or compete with any other Person, in any line of business, market or geographic area with respect to the Company Products or the Company Intellectual Property, or to make use of any Company Intellectual Property, including any grants by the Company of exclusive rights or licenses or (b) sell, distribute or manufacture any products or services or to purchase or otherwise obtain any software, components, parts or services.

2.8Compliance with Laws; Governmental Permits.

(a)The Company and each of the Subsidiaries has complied in all material respects with, is not in violation in any material respect of, and has not received any written notices of violation with respect to, Applicable Law.

(b)The Company and each of the Subsidiaries has obtained each material federal, state, county, local or foreign governmental consent, registration, license, permit, grant or other authorization of a Governmental Entity (i) pursuant to which the Company or any of the Subsidiaries currently operates or holds any interest in any of its assets or properties or (ii) that is required for the conduct of the Business or the holding of any such interest (all of the foregoing consents, registrations, licenses, permits, grants and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect. Neither the Company or any of the Subsidiaries has received any written notice or other written communication from any Governmental Entity regarding (i) any actual or alleged material violation of any Company Authorization or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation, termination or material modification of any Company Authorization. The Company and each of the Subsidiaries has materially complied with all of the terms of the Company Authorizations and none of the Company Authorizations will be terminated or impaired, or will become terminable, in whole or in part, as a result of the consummation of the Transactions.

2.9Title to, Condition and Sufficiency of Assets; Real Property.

(a)Each of the Company and the Subsidiaries has good and marketable title to, or valid leasehold interest in all of its properties, and interests in tangible properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased tangible properties and assets, valid leasehold interests in such properties and assets that afford the Company and each of the Subsidiaries valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances, except (i) Permitted Encumbrances, (ii) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or interfere with the use of the properties subject thereto or affected thereby or otherwise materially impair business operations involving such properties and (iii) liens securing indebtedness that is reflected on the Company Balance Sheet.

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(b)The tangible assets and properties owned or leased by each of the Company and the Subsidiaries (i) constitute all of the assets and properties that are necessary for the Company and the Subsidiaries to conduct, operate and continue the conduct of the Business and to sell and otherwise enjoy full rights to exploitation of such assets and properties and (ii) constitute all of such assets and properties that are used in the conduct of the Business, without (A) the need for Acquirer to acquire or license any other tangible asset or property or (B) the breach or violation of any Contract.

(c)Schedule 2.9(c) of the Company Disclosure Letter identifies each parcel of real property leased by the Company or any of the Subsidiaries. The Company has provided to Acquirer true, correct and complete copies of all leases, subleases and other agreements under which the Company or any of the Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. Neither the Company nor any of the Subsidiaries currently owns any real property.

(d)For the avoidance of doubt, this Section 2.9 shall not be construed as a representation or warranty regarding the absence of infringement, violation or misappropriation of any Intellectual Property Rights of any third party, which matters are solely covered in Section 2.10.

2.10Intellectual Property; Data Privacy and Security.

(a)As used herein, the following terms have the meanings indicated below:

(i)“Company Data” means all data Processed in connection with the developing, improving, marketing, or use of any Company Product, including Company-Licensed Data and Company-Owned Data.

(ii)“Company Data Agreement” means any Contract relating to or otherwise addressing either the Company’s or any of the Subsidiaries’ Processing of Personal Data (including Contracts with third parties relating to the Processing of Personal Data) to which the Company or any of the Subsidiaries is a party or by which it is bound.

(iii)“Company Databases” means each distinct electronic or other repository or database containing (in whole or in part) Company Data maintained by or for the Company at any time.

(iv)“Company Intellectual Property” means any and all (A) Company-Owned Intellectual Property and (B) other Intellectual Property that is used or held for use in the conduct of the Business.

(v)“Company Intellectual Property Agreements” means any Contract governing or granting any rights with respect to any Company Intellectual Property to which the Company is a party or by which it is bound.

(vi)“Company-Licensed Data” means all data owned by third parties that is Processed by the Company or any of the Subsidiaries.

(vii)“Company-Owned Data” means each element of data collected, generated, or received that (a) is used or held for use in the Business that is not Personal Data or Company-Licensed Data and (b) the Company or any of the Subsidiaries owns or purports to own.

(viii)“Company-Owned Intellectual Property” means any and all Intellectual Property that is owned or purported to be owned by the Company or any of the Subsidiaries, including the Company Registered Intellectual Property.

(ix)“Company Privacy Commitments” means, collectively: (A) the Company’s obligations under the Company Privacy Policies, (B) the legal bases (including

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providing adequate notice and obtaining any necessary consents from end users and other natural Persons, as applicable) to the extent required by applicable Privacy Laws for the Processing of Personal Data as conducted by or for the Company, (C) any notices, consents, authorizations and privacy choices (including opt-in and opt-out preferences, as required) of end users and other natural Persons relating to Personal Data made in accordance with applicable Privacy Laws, and (D) industry self-regulatory principles and codes of conduct applicable to the protection or Processing of Personal Data, biometrics, internet of things, direct marketing, e-mails, text messages, robocalls, telemarketing or other electronic communications (including the Payment Card Industry Data Security Standards) to which the Company or any of the Subsidiaries are bound or otherwise represent compliance.

(x)“Company Privacy Policies” means, collectively, any and all (A) of the data privacy and security policies, procedures, and notices of the Company and the Subsidiaries, whether applicable internally, or published on Company Websites or otherwise made available by the Company or any of the Subsidiaries to any Person, (B) publicly available and written representations (including representations on Company Websites), made by or on behalf of the Company or any of the Subsidiaries with regard to Personal Data.

(xi)“Company Products” means all products or services designed or developed by or on behalf of the Company or any of the Subsidiaries that are currently or were previously produced, marketed, licensed, sold, distributed, offered for sale or performed by or on behalf of the Company or any of the Subsidiaries, as well as products and services (or elements or features thereof) currently in development that are expected to be implemented or made generally commercially available on or prior to July 31, 2022 as further identified on the roadmap titled Company “Roadmap as of 1.4.22” (the “Roadmap”), which has been made available to Acquirer.

(xii)“Company Registered Intellectual Property” means the United States, international and foreign: (A) patents and patent applications (including provisional applications), (B) registered trademarks, service marks, trade names, logos, trade dress, applications to register trademarks, intent-to-use applications, or other registrations or applications related to trademarks, service marks, trade names, logos or trade dress (C) registered Internet domain names and (D) registered copyrights and applications for copyright registration, in each case registered or filed in the name of, or owned by, the Company or any of the Subsidiaries.

(xiii)“Company Source Code” means, collectively, any software source code or database specifications or designs, including artificial intelligence/machine learning algorithms, models and data sets, and material design information, documentation and methodologies and techniques contained in or relating thereto, or any material proprietary information or algorithm contained in or relating to any software source code or database specifications or designs, of any Company-Owned Intellectual Property or Company Products.

(xiv)“Company Websites” means all websites owned, operated or hosted by the Company or any of the Subsidiaries (including those websites operated using the domain names listed in Schedule 2.10(c) of the Company Disclosure Letter).

(xv)“ICT Infrastructure” means the information and communication technology infrastructure and systems (including software, hardware, firmware, networks and the Company Websites) that is or has been used by or on behalf of the Business.

(xvi) “Intellectual Property” means (A) Intellectual Property Rights and (B) Proprietary Information and Technology.

(xvii)“Intellectual Property Rights” means any and all of the following and all rights in, arising out of, or associated therewith, throughout the world: patents, utility models, and applications therefor and all reissues, divisions, re-examinations, renewals, extensions, provisionals, continuations and continuations-in-part thereof and equivalent or similar rights in inventions and discoveries anywhere in the world, including invention disclosures, common law and statutory rights associated with trade secrets, confidential and proprietary information and

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know-how, industrial designs and any registrations and applications therefor, trade names, logos, trade dress, trademarks and service marks, trademark and service mark registrations, trademark and service mark applications and any and all goodwill associated with and symbolized by the foregoing items, Internet domain name applications and registrations, Internet and World Wide Web URLs or addresses, copyrights, copyright registrations and applications therefor and all other rights corresponding thereto, artificial intelligence/machine learning algorithms, models and data sets, and material design information, documentation and methodologies and techniques, database rights, mask works, mask work registrations and applications therefor and any equivalent or similar rights in semiconductor masks, layouts, architectures or topology, moral and economic rights of authors and inventors, however denominated and any similar or equivalent rights to any of the foregoing, and all benefits, privileges, causes of action and remedies relating to any of the foregoing.

(xviii)“Open Source Materials” means software or other material that is distributed as “open source software” or under similar licensing or distribution terms (including the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), BSD licenses, the Artistic License, the Netscape Public License, the Sun Community Source License (SCSL), the Sun Industry Standards License (SISL) and the Apache License), and any license listed at www.opensource.org.

(xix)“Personal Data” means any information that identifies or could reasonably be used to identify, alone or in combination with other information, a natural Person or, to the extent subject to Privacy Laws, household, including a name, an identification number, unique personal identifier, biometric information, probabilistic identifier, location data, commercial information including products or services purchased, obtained or considered, or other purchasing or consumer histories or tendencies, inferences drawn from personal information and used to create a profile, Internet or other electronic network activity information, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural Person or any other piece of information that allows the identification of a natural Person or is otherwise considered personally identifiable information, sensitive data, individually identifiable health information, special categories of personal data or personal information or other analogous term under Privacy Laws, including, to the extent subject to Privacy Laws, Tracking Data.

(xx)“Privacy Laws” means (A) each Applicable Law applicable to the protection or Processing or both of Personal Data, and including, as applicable (I) the California Consumer Privacy Act of 2018, the EU General Data Protection Regulation, the Health Insurance Portability and Accountability Act of 1996 as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, and the Children’s Online Privacy Protection Act of 1998 (“COPPA”) and (II) law, regulations and/or rules relating to the collection and Processing of biometric data, internet of things, direct marketing, e-mails, text messages, robocalls, telemarketing or other electronic commercial messages and (B) binding regulations issued by a Governmental Entity that pertains to one of the laws, rules or regulations outlined in clause (A).

(xxi)“Process” or “Processing” means, with respect to data, the use, collection, processing, storage, recording, organization, adaption, alteration, transfer, retrieval, consultation, disclosure, dissemination or combination of such data.

(xxii)“Proprietary Information and Technology” means any and all of the following: works of authorship, computer programs, source code and executable code, whether embodied in software, firmware or otherwise, assemblers, applets, compilers, user interfaces, application programming interfaces, protocols, architectures, documentation, annotations, comments, designs, files, records, schematics, test methodologies, test vectors, emulation and simulation tools and reports, hardware development tools, models, tooling, prototypes, data, data structures, databases, data compilations and collections, inventions (whether or not patentable), invention disclosures, discoveries, improvements, technology, proprietary and confidential ideas and information, know-how and information maintained as trade secrets, tools, concepts,

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techniques, methods, processes, formulae, patterns, algorithms and specifications, customer lists and supplier lists.

(xxiii)“Third-Party Intellectual Property” means any and all Intellectual Property owned or purported to be owned by a third party.

(xxiv)“Tracking Data” means (A) any information or data collected using cookies and related tracking technologies, such as web beacons, pixels, embedded scripts or logging technologies in relation to online, mobile or other electronic activities or communications that can reasonably be associated with a particular natural Person, user, computer, household, mobile or other device, or instance of any application or mobile application, (B) any information or data collected in relation to off-line activities or communications that can reasonably be associated with or that derives from a particular natural Person, user, computer, household, mobile or other device or instance of any application or mobile application when such information is combined with (A) or used to build a profile about or infer behavior or interests in respect of such natural Person or (C) any device or network identifier (including IP address or MAC address), device activity data or data collected from a networked physical object collected from a natural Person when the information is collected using cookies or related tracking technologies, such as web beacons, pixels, embedded scripts or logging technologies.

(b)Status. The Company and the Subsidiaries have full title and exclusive ownership of, or have the valid right or license to use, all Intellectual Property necessary to enable it to carry on the Business, free and clear of any Encumbrances (other than Permitted Encumbrances) and without any known conflict with or infringement upon the rights of others. The Company Intellectual Property collectively constitutes all of the Intellectual Property necessary for Company’s conduct of, or that are used by the Company in, the Business without, to the Company’s knowledge, (i) the need for Company to acquire or license any other intangible asset, intangible property or Intellectual Property Right and (ii) the breach or violation of any Contract. Neither Company nor any of the Subsidiaries has transferred ownership of, or granted any exclusive rights in, any Company-Owned Intellectual Property to any third party. No third party has any ownership right, title, interest, claim in or lien on any of the Company-Owned Intellectual Property.

(c)Company Registered Intellectual Property. Schedule 2.10(c) of the Company Disclosure Letter lists all Company Registered Intellectual Property, the jurisdictions in which it has been issued or registered or in which any application for such issuance and registration has been filed or the jurisdictions in which any other filing or recordation has been made, the record owner thereof, and all actions that are required to be taken by the Company within 120 days following the Agreement Date in order to avoid prejudice to, impairment or abandonment of such Company Registered Intellectual Property (including all office actions, provisional conversions, annuity or maintenance fees or re-issuances); and (ii) a high level description of all material unregistered trademarks, service marks and logos. Each item of Company Registered Intellectual Property is subsisting, enforceable and to the Company’s knowledge, valid (or in the case of applications, applied for); provided, however, that the foregoing representation regarding enforceability of the Company and the Subsidiaries’ patents and patent applications is made to the Company’s knowledge only with respect to patents and patent applications of the Company and the Subsidiaries that are held unenforceable solely due to a finding of invalidity of such patents and patent applications. All registration, maintenance and renewal fees currently due in connection with the Company Registered Intellectual Property have been paid and all documents, recordations and certificates in connection with the Company Registered Intellectual Property currently required to be filed have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of prosecuting, maintaining and perfecting such Company Registered Intellectual Property and recording the Company’s and the Subsidiaries’ ownership interests therein. The Company has made available to Acquirer copies of all of the pending patent applications included in the Company Registered Intellectual Property.

(d)Company Products. Section 2.10(d) of the Company Disclosure Letter lists all Company Products by name.

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(e)No Assistance. At no time during the conception of or reduction to practice of any of the Company-Owned Intellectual Property was the Company or any of the Subsidiaries or any developer, inventor or other contributor to such Company-Owned Intellectual Property operating under any grants from any Governmental Entity, or any university, college, other educational institution military, multi-national, bi-national or international organization or research center (each, an “R&D Sponsor”) performing (directly or indirectly) research sponsored by any R&D Sponsor or subject to any employment agreement or invention assignment or nondisclosure agreement or other obligation with any third party that adversely affects the Company’s rights in such Company-Owned Intellectual Property. Without limiting the foregoing, no developer, inventor or other contributor was employed by or has performed services for any R&D Sponsor during the period of time during which such developer, inventor or other contributor was also performing services for the Company or any of the Subsidiaries. No R&D Sponsor has any claim of right to, ownership of or other encumbrance on any Company-Owned Intellectual Property. The Company or any of its Subsidiaries has not assigned or transferred any Company-Owned Intellectual Property to any Governmental Entity pursuant to a Government Contract or otherwise.

(f)Named Employees. All rights in, to and under all Intellectual Property created by any Named Employee or founder of the Company for or on behalf or in contemplation of the Company or any of the Subsidiaries (i) prior to the inception of the Company or (ii) prior to their commencement of employment with the Company or any of the Subsidiaries have been duly and validly assigned to the Company or one of the Subsidiaries, and the Company and the Subsidiaries have no reason to believe that any such Person is unwilling to provide Acquirer or the Company with such cooperation as may reasonably be required to complete and prosecute all appropriate United States and foreign patent and copyright filings related thereto.

(g)Invention Assignment and Confidentiality Agreement. The Company and the Subsidiaries have secured from all (i) current and former consultants, advisors, employees and independent contractors who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Company-Owned Intellectual Property or any of the Subsidiaries and (ii) named inventors of patents and patent applications owned or purported to be owned by the Company or any of the Subsidiaries (any Person described in clause (i) or (ii), an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest in and to such Intellectual Property, and the Company and the Subsidiaries have obtained the waiver of all non-assignable rights, in each case to the maximum extent permitted by Applicable Law. No Author has retained any rights, licenses, claims or interest whatsoever with respect to any Intellectual Property developed by the Author for the Company or any of the Subsidiaries. Without limiting the foregoing, the Company and the Subsidiaries have obtained written and enforceable proprietary information and invention disclosure and Intellectual Property assignments from all current and former Authors and, in the case of patents and patent applications, such assignments have been recorded with the relevant authorities in the applicable jurisdiction or jurisdictions. The Company has made available to Acquirer copies of all forms of such disclosure and assignment documents currently and historically used by the Company and the Subsidiaries and, in the case of patents and patent applications, the Company has made available to Acquirer copies of all such assignments. To the Company’s knowledge, no Author is subject to any employment agreement or invention assignment or nondisclosure agreement or other obligation with any third party that could adversely affect the Company’s rights in Company-Owned Intellectual Property.

(h)No Violation. To the Company’s knowledge, no current or former employee, consultant, advisor or independent contractor of the Company or any of the Subsidiaries: (i) is in violation of any term or covenant of any Contract relating to employment, invention disclosure, invention assignment, non-disclosure or non-competition or any other Contract with any other party by virtue of such employee’s, consultant’s, advisor’s or independent contractor’s being employed by, or performing services for, the Company or any of the Subsidiaries or using trade secrets or proprietary information of others without permission or (ii) has developed any technology, software or other copyrightable, patentable or otherwise proprietary work for the Company or any of the Subsidiaries that is subject to any agreement under which such employee, consultant, advisor or independent contractor has assigned or otherwise granted to any third party any rights (including Intellectual Property Rights) in or to such technology, software or other copyrightable, patentable or otherwise proprietary work. Neither the

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execution nor delivery of this Agreement will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract of the type described in clause (i).

(i)Confidential Information. The Company and the Subsidiaries have taken all commercially reasonable steps to protect and preserve the confidentiality of all confidential or non-public information of the Company (including trade secrets) or provided by any third party to the Company or any of the Subsidiaries (“Confidential Information”). All current and former employees, consultants and independent contractors of the Company and the Subsidiaries and any third party having access to Confidential Information have executed and delivered to the Company or the Subsidiaries a written legally binding agreement regarding the protection of such Confidential Information. All use, disclosure or appropriation of Confidential Information by the Company and the Subsidiaries not owned by the either the Company or any of the Subsidiaries has been pursuant to the terms of a written agreement between the Company or any of the Subsidiaries and the owner of such Confidential Information, or is otherwise lawful. There has been no breach of confidentiality on the part of the Company or any of the Subsidiaries or, to the knowledge of the Company with respect to Confidential Information, by a third-party.

(j)Non-Infringement. To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any Company-Owned Intellectual Property by any third party. Neither the Company nor any of the Subsidiaries has brought any Legal Proceeding for infringement or misappropriation of any Company-Owned Intellectual Property. Neither the Company nor any of the Subsidiaries has any Liability for infringement or misappropriation of any Third-Party Intellectual Property or for unfair competition or unfair trade practices under the Applicable Law of any jurisdiction, nor has it received any notice or communication indicating or alleging the same. The operation of the Business, as previously or currently conducted by the Company and its Subsidiaries including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned Intellectual Property and (ii) the Company’s and any of the Subsidiaries’ use of any product, device, process or service used in the Business as previously or currently conducted, or as currently proposed to be conducted pursuant to the Roadmap by the Company and any of the Subsidiaries, have not, do not and will not (A) infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third-Party Intellectual Property, (B) breach any terms of service, click-through agreement or any other agreement or rules that, in each case, legally bind the Company or its Subsidiaries and are applicable to use of such Third-Party Intellectual Property, or (C) constitute unfair competition or unfair trade practices under the Applicable Law and there is no basis for any such claims. Neither the Company nor any of the Subsidiaries has been sued in any Legal Proceeding or received any written communications (including any third-party reports by users) alleging that the Company or any of the Subsidiaries have infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Third-Party Intellectual Property. No Company Intellectual Property is subject to any Legal Proceeding or Order that restricts in any manner the use, transfer or licensing thereof by the Company or any of the Subsidiaries, or that may affect the validity, use or enforceability of any Company Intellectual Property. Neither the Company nor any of the Subsidiaries has received any opinion of counsel that any Company Product or Company-Owned Intellectual Property or the operation of the business of the Company or any of the Subsidiaries, as previously or currently conducted, or as currently proposed to be conducted by the Company or its Subsidiaries, infringes, misappropriates or otherwise violates any Third-Party Intellectual Property.

(k)Company Intellectual Property Agreements. With respect to the Company Intellectual Property Agreements:

(i)each Company Intellectual Property Agreement is in full force and effect, subject only to the effect, if any, of applicable bankruptcy and other similar Applicable Law affecting the rights of creditors generally and rules of law governing specific performance, injunctive relief and other equitable remedies;

(ii)neither the Company nor any of the Subsidiaries has granted or is bound by any options, licenses or agreements of any kind relating to any Company-Owned Intellectual Property outside of Standard On Form Outbound IP Licenses;

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(iii)neither the Company nor any of the Subsidiaries is obligated to pay any royalties, revenue share or other similar payments based on the volume of sales of Company Products to any Person (other than salaries payable to employees, consultants and independent contractors not contingent on or related to use of their work product) as a result of the ownership, use, possession, license-in, license-out, sale, marketing, advertising or disposition of any Company-Owned Intellectual Property or Company Product by the Company or any of the Subsidiaries;

(iv)neither the Company nor any of the Subsidiaries is (nor will be as a result of the execution and delivery or effectiveness of this Agreement or the performance of the Company’s obligations under this Agreement), in breach of any Company Intellectual Property Agreement and the consummation of the Transactions will not result in the modification, cancellation, termination, suspension of, or acceleration of any payments, rights, obligations or remedies with respect to any Company Intellectual Property Agreements, or give any non-Company party to any Company Intellectual Property Agreement the right to do any of the foregoing;

(v)to the knowledge of the Company, no counterparty to any Company Intellectual Property Agreement is in breach thereof;

(vi)at and after the Closing, the Surviving Corporation (as a wholly owned subsidiary of Acquirer) will be permitted to exercise all of the Company’s and the Subsidiaries’ rights under the Company Intellectual Property Agreements to the same extent the Company would have been able to had the Transactions not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that the Company would otherwise be required to pay;

(vii)to the knowledge of the Company, there are no disputes or Legal Proceedings (pending or threatened) regarding the scope of any Company Intellectual Property Agreements, or performance under any Company Intellectual Property Agreements including with respect to any payments to be made or received by the Company or any of the Subsidiaries thereunder;

(viii)no Company Intellectual Property Agreement requires the Company to include any Third-Party Intellectual Property in any Company Product or obtain any Person’s approval of any Company Product at any stage of development, licensing, distribution or sale of that Company Product;

(ix)none of the Company Intellectual Property Agreements grants any third party exclusive rights to or under any Company Intellectual Property;

(x)[Intentionally omitted]

(xi)the Company and the Subsidiaries have obtained valid, written, licenses (sufficient for the conduct of the Business) to all Third-Party Intellectual Property that is incorporated into, integrated or bundled by the Company or any of the Subsidiaries with any of the Company Products; and

(xii)no third party that has licensed Intellectual Property Rights to the Company or any of the Subsidiaries has ownership of improvements or derivative works made by the Company in the Third-Party Intellectual Property that has been licensed to the Company.

(l)Non-Contravention. None of the execution and performance of this Agreement nor the consummation of the Transactions, will result in: (i) Acquirer or any of its Affiliates granting to any third party any right to or with respect to any Intellectual Property Rights owned by, or licensed to, Acquirer or any of its Affiliates, (ii) Acquirer or any of its Affiliates, being bound by or subject to, any exclusivity obligations, non-compete or other restriction on the operation or scope of their respective businesses, (iii) Acquirer or the Surviving Corporation being obligated to pay any royalties or other

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material amounts to any third party in excess of those payable by any of them, respectively, in the absence of this Agreement or the Transactions or (iv) any termination of, or other material impact to, Company Intellectual Property.

(m)Company Source Code. Neither the Company, any of the Subsidiaries nor any person acting on their behalf has disclosed, delivered or licensed to any Person or agreed or obligated the Company to disclose, deliver or license to any Person, or permitted the disclosure or delivery to any escrow agent or other Person of, any Company Source Code, other than disclosures to employees, consultants and independent contractors (i) involved in the development of Company Products and (ii) subject to a written confidentiality agreement. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, result in the disclosure, delivery or license by the Company or any of the Subsidiaries of any Company Source Code, other than disclosures to employees, consultants, and independent contractors involved in the development of Company Products. Without limiting the foregoing, neither the execution nor performance of this Agreement nor the consummation of any of the Transactions will result in a release from escrow or other delivery to a third party of any Company Source Code.

(n)Open Source Software. Schedule 2.10(n)(i) of the Company Disclosure Letter identifies all Open Source Materials incorporated into or integrated with or used in or distributed with any Company Products, describes whether such Open Source Materials were modified and/or distributed by the Company and identifies the licenses under which such Open Source Materials were used or distributed. The Company and the Subsidiaries are in compliance with the terms and conditions of all licenses for such Open Source Materials. Except as set forth on Schedule 2.10(n)(ii) of the Company Disclosure Letter, the Company and the Subsidiaries have not (i) incorporated Open Source Materials into, or combined or linked Open Source Materials with, the Company-Owned Intellectual Property or Company Products, (ii) distributed Open Source Materials in conjunction with any Company-Owned Intellectual Property or Company Products or (iii) used or developed Open Source Materials, in such a way that, with respect to clauses (i), (ii) or (iii), creates, or purports to create, obligations for the Company or any of the Subsidiaries with respect to any Company-Owned Intellectual Property or grants, or purports to grant, to any third party any rights or immunities under any Company-Owned Intellectual Property (including the Company using any Open Source Materials that require, as a condition of use, modification and/or distribution of such Open Source Materials that other software incorporated into, derived from, linked to or distributed with such Open Source Materials be (A) licensed, disclosed or distributed in source code form, (B) be licensed for the purpose of making derivative works, (C) be redistributable or licensed at no charge or (D) except to the extent as specifically permitted by Applicable Law, be permitted to be decompiled, disassembled or otherwise reverse engineered).

(o)Information Technology.

(i)Status. The ICT Infrastructure that is currently used in the Business constitutes all the information and communications technology and other infrastructure and systems reasonably necessary to carry on the Business as currently conducted, including having sufficient capacity and maintenance and support requirements to satisfy the requirements of the Business as currently conducted with regard to information and communications technology, data processing and communications. The ICT Infrastructure is: (i) in good working order and substantially functions in accordance with all applicable documentation and specifications, (ii) maintained and supported in accordance with standard industry practice, and (iii) protected by adequate security and disaster recovery arrangements software and any data in the ICT Infrastructure and following procedures for preventing the introduction of viruses to, and unauthorized access of, the ICT Infrastructure.

(ii)No Faults. Neither the Company nor any of the Subsidiaries has experienced, and no circumstances exist that are likely or expected to give rise to, any material disruption in or to the operation of the Business as a result of: (A) any substandard performance or defect in any part of the ICT Infrastructure whether caused by any viruses, bugs, worms, software bombs or otherwise, lack of capacity or otherwise or (B) a breach of security in relation to any part of the ICT Infrastructure.

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(iii)ICT Agreements. All Contracts relating to the ICT Infrastructure are valid and binding and no Contract (including any Contract for Third-Party Intellectual Property) that relates to the ICT Infrastructure has been the subject of any breach by the Company, any of the Subsidiaries or any other Person, and neither the Company nor any of the Subsidiaries (A) has waived any breach thereof by any other Person, (B) has received any notice of termination of any such Contract and (C) is aware of any circumstances that would give rise to a breach, suspension, variation, revocation or termination of any such Contract without the consent of the Company or any of the Subsidiaries (other than termination on notice in accordance with the terms of such Contract).

(p)Privacy and Personal Data.

(i)The Company and the Subsidiaries’ data, privacy and security practices have materially complied and materially comply with Company Privacy Commitments, Privacy Laws and Company Data Agreements, and the execution, delivery and performance of this Agreement nor the consummation of the Transactions do not and will not constitute, or result in a breach or violation of any Privacy Laws, Company Privacy Commitments or any Company Data Agreements. Copies of the current and most recent prior version of the Company Privacy Policies have been made available to Acquirer and such copies are true, correct and complete.

(ii)The Company and the Subsidiaries have all contractual or rights under Privacy Laws, as necessary to collect and Process all Personal Data and Confidential Information used in the Business of the Company and its Subsidiaries and, to the knowledge of the Company, the Company’s and the Subsidiaries’ data collection practices do not violate any third party’s rights or breach any applicable terms of service or other restrictions.

(iii)The Company and the Subsidiaries have established and maintain commercially reasonable technical, physical and organizational controls, policies, procedures, safeguards, measures and security systems, plans and technologies in accordance with appropriate industry standards and in compliance with data security requirements under Privacy Laws, Company Data Agreements and Company Privacy Commitments. The Company and each of the Subsidiaries has implemented and maintains commercially reasonable security, disaster recovery and business continuity plans and acts in compliance therewith and has tested such plans on a periodic basis, and such plans have proven effective upon testing. The Company and the Subsidiaries have taken commercially reasonable steps to ensure the reliability of its employees and contractors who have access to Company Data, to train such employees on applicable aspects of Privacy Laws and Company Privacy Commitments and to ensure that all employees with the right to access such data are under written obligations of confidentiality with respect to such data.

(iv)Neither Company nor any of the Subsidiaries has received written notice of and, to the knowledge of the Company, there is no circumstance (including any circumstance arising as the result of an audit or inspection carried out by any Governmental Entity) that would reasonably be expected to give rise to, any Legal Proceeding or communication from a Governmental Entity or any other Person (including an end user) relating to any Security Incident or violation of Privacy Laws or Company Privacy Commitments, or any Person’s individual privacy rights (except, with regard to any Person’s exercise of individual privacy rights within the ordinary course of business which are handled appropriately in accordance with Privacy Laws by the Company or any of its Subsidiaries within the applicable timeline) involving Company Data in the possession or control of the Company or any of its Subsidiaries. Neither the Company nor any of the Subsidiaries has been involved in any Legal Proceedings involving a breach or alleged breach of Privacy Laws or Company Privacy Commitments.

(v)Schedule 2.10(p)(v) of the Company Disclosure Letter contains the complete list as of the Effective Time of registrations made by the Company and the Subsidiaries under Privacy Laws with relevant Governmental Entities in connection with the Company’s Processing of Personal Data. All such registrations are valid, accurate, complete and fully paid up and the consummation of the Transactions will not invalidate such registration or require such registration to be amended. Other than the registrations set forth on Schedule 2.10(p)(v)of the

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Company Disclosure Letter, no other registrations with Governmental Entities are required in connection with the Processing of Personal Data by Company or any of the Subsidiaries.

(vi)Neither the Company nor any of the Subsidiaries Process the Personal Data of any natural Person known to be under the age of 13 (or other age applicable to children as such term is defined under Applicable Laws).

(vii)Where the Company or any of the Subsidiaries uses a data processor to Process Personal Data there is in existence a written Company Data Agreement between the Company and each such data processor that materially complies with the requirements of all Privacy Laws and Company Privacy Commitments. To the knowledge of the Company, such data processors have not breached any such Company Data Agreements pertaining to Personal Data Processed by such Persons on behalf of Company or any of the Subsidiaries.

(viii)Neither the Company nor any of the Subsidiaries has transferred or permitted the transfer of Personal Data originating in the EEA outside the EEA, (or from any other jurisdiction with restrictions on the transfer of Personal Data), except where such transfers have complied with the requirements of Privacy Laws, Company Data Agreements and Company Privacy Commitments.

(ix)Except with respect to “protected health information” (as such term is defined in the Health Insurance Portability and Accountability Act of 1996 as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, as otherwise amended from time to time, and the rules and regulations promulgated thereunder, including the Privacy Standards (45 C.F.R. Parts 160 and 164), the Electronic Transactions Standards (45 C.F.R. Parts 160 and 162), and the Security Standards (45 C.F.R. Parts 160, 162 and 164) (“HIPAA”) or for any similar term under any other applicable Privacy Laws) provided by employees of the Company or the Subsidiaries and such employees’ beneficiaries, and maintained by the Company and the Subsidiaries in connection with the group health plan(s) set forth on Schedule 2.12(a) of the Company Disclosure Letter, neither the Company nor any of the Subsidiaries receives, Processes or stores information that is subject to HIPAA. To the extent the Company or its Subsidiaries Process or store information that is subject to HIPAA, the Company and the Subsidiaries have entered into HIPAA-compliant Contracts with respect to the protection of such information. Neither the Company nor any of the Subsidiaries has agreed in writing that it is a “Business Associate” (as such term is defined in HIPAA).

(q)Data and Data Security.

(i)No Breach. No Personal Data or Confidential Information in the possession or control of the Company or any Subsidiary, or held or Processed by any third party for or on behalf of the Company or any of its Subsidiaries, has been subject to any data breach or unauthorized acquisition, access, destruction, damage, disclosure, loss, corruption, denial, alteration, or use (a “Security Incident”). No circumstance has arisen in which Privacy Laws would require the Company or any of the Subsidiaries to notify a Governmental Entity of a Security Incident.

(ii)Processing. The Company and the Subsidiaries have valid and subsisting contractual rights to Process and had, at the time of Processing, valid and subsisting contractual rights to Processed Company-Licensed Data in the manner that it is Processed by or for the Company or any of the Subsidiaries. The Company and the Subsidiaries have all rights, and all permissions, licenses or authorizations required under Applicable Laws (including Privacy Laws) and relevant Contracts (including Company Data Agreements), to retain, produce copies, prepare derivative works, disclose, combine with other data, and grant third parties rights, as the case may be, to each of the Company-Licensed Data as necessary for the operation of the Business as presently conducted. The Company and the Subsidiaries have been and are in compliance with Contracts pursuant to which the Company Processes Company-Licensed Data, and the consummation of the Transactions will not conflict with, or result in any violation or breach of, or default under, any such Contract. Schedule 2.10(q)(ii) of the Company Disclosure Letter

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identifies each Contract governing any Company-Licensed Data to which the Company is a party or is bound by, except the standard terms of use entered into by users of the Company Products (copies of which have been provided to Acquirer).

(iii)Company Owned Data. The Company and the Subsidiaries are the owners of all right, title and interest in and to each element of Company-Owned Data or otherwise has all rights, permissions, consents and authorizations required to use such Company-Owned Data in the Business.

(iv)[Intentionally omitted]

(r)No Defects. The Company-Owned Intellectual Property is free from material defects and bugs. The software included in the Company-Owned Intellectual Property is not designed to contain (a) any clock, timer, counter, or other limiting or disabling code, design, routine, or any viruses, Trojan horses, or other disabling or disruptive codes or commands that would cause such software to be erased, made inoperable, or otherwise rendered incapable of performing in accordance with its performance specifications and descriptions or otherwise limit or restrict the Company’s, the Subsidiaries’ or any Person’s ability to use such software or the Company Intellectual Property, including after a specific or random number of years or copies, or (b) any back doors or other undocumented access mechanism allowing unauthorized access to, and viewing, manipulation, modification, or other changes to, such software or Company Intellectual Property. There are no unremediated security vulnerabilities in any Company Products or in the ICT Infrastructure.

(s)Standards Bodies. Except as set forth on Schedule 2.10(s) of the Company Disclosure Letter, (i) the Company and the Subsidiaries are not members of, contributors to, or affiliated with, any industry standards organization or open source organization, body, working group, or similar organization, and (ii) neither the Company, any of the Subsidiaries nor any Company-Owned Intellectual Property is subject to any licensing, assignment, contribution, disclosure, or other requirements or restrictions of any industry standards organization or open source organization, body, working group, or similar organization. The Company has provided Acquirer with accurate and complete copies of all governing documents and other Contracts (including charter, bylaws, and participation guidelines) relating to the Company’s and any of the Subsidiaries’ membership in, contribution to, or affiliation with any industry standards organization or open source organization, body, working group, or similar organization.

(t)Warranties; Company Products. No Company Product is subject to any guaranty, warranty, right of return, right of credit, or other indemnity provided by the Company or its Subsidiaries other than the applicable standard terms and conditions of sale, license, or lease of the Company and/or the Subsidiaries, which are set forth in Schedule 2.10(t) of the Company Disclosure Letter. Schedule 2.10(t) to the Company Disclosure Letter sets forth the aggregate expenses incurred by the Company or each of the Subsidiaries in fulfilling its obligations under such provisions during each of the fiscal years and the interim period covered by the Financial Statements, and, to the knowledge of the Company, there exists no fact, circumstance, or condition that would reasonably be expected to result in such expenses significantly increasing as a percentage of sales in the future. There have been no product liability claims relating to the Company or any of the Subsidiaries, or any Company Products, or services related thereto.

(u)Company Websites. To the Company’s knowledge, without having conducted a search, no domain names have been registered by any Person that are similar to any trademarks, service marks, domain names or business or training names used, created or owned by the Company or any of the Subsidiaries. The contents of any Company Website and all transactions conducted over the Internet comply with Applicable Law and codes of practice in any applicable jurisdiction.

(v)No Data Warranty. The Company and the Subsidiaries have never represented in writing that Company Products enhance the security of data accessed, provided or sent by end users.

2.11Taxes.

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(a)The Company and each of the Subsidiaries has properly completed and timely filed all Tax Returns required to be filed by it prior to the Closing Date (after giving effect to any validly obtained extensions of time in which to make such filings), has timely paid all Taxes required to be paid by it (whether or not shown on any Tax Return), and has no Liability for Taxes in excess of the amounts so paid. All Tax Returns were complete and accurate and have been prepared in material compliance with Applicable Law. There is no claim for Taxes that has resulted in an Encumbrance against any of the assets of the Company or any of the Subsidiaries other than statutory liens for Taxes that are not yet delinquent.

(b)The Company has delivered or made available to Acquirer true, correct and complete copies of all income and other material Tax Returns, examination reports and statements of deficiencies, adjustments and proposed deficiencies and adjustments in respect of the Company and any of the Subsidiaries.

(c)There is (i) no past or pending audit of, or Tax controversy associated with, any Tax Return of the Company or any of the Subsidiaries that has been or is being conducted by a Tax Authority, (ii) no other procedure, proceeding or contest of any refund or deficiency in respect of Taxes pending or on appeal with any Governmental Entity, (iii) no extension of any statute of limitations on the assessment of any Taxes granted by the Company or any of the Subsidiaries currently in effect and (iv) no extension of time in effect for filing any Tax Return that has not been filed other than automatic extensions of time to file Tax Returns. No written claim has ever been made by any Governmental Entity in a jurisdiction where the Company or any of the Subsidiaries does not file Tax Returns that the Company or any of the Subsidiaries is or may be subject to taxation by that jurisdiction.

(d)The Company Balance Sheet reflects all Liabilities for unpaid Taxes of the Company and any of the Subsidiaries for periods (or portions of periods) through the Company Balance Sheet Date. Neither the Company nor any of the Subsidiaries has any Liability for unpaid Taxes accruing after the Company Balance Sheet Date except for Taxes arising in the ordinary course of business consistent with past practice following the Company Balance Sheet Date. Neither the Company nor any of the Subsidiaries has any Liability for Taxes (whether outstanding, accrued for, contingent or otherwise) that are not included in the calculation of Company Net Working Capital.

(e)Neither the Company nor any of the Subsidiaries has been or will be required to include any adjustment in Taxable income for any Tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state, local or non-U.S. Tax laws as a result of transactions, events or accounting methods employed prior to the Merger.

(f)Neither the Company or any of the Subsidiaries is a party to or bound by any Tax sharing, Tax indemnity, or Tax allocation agreement, and neither the Company nor any of the Subsidiaries has any Liability or potential Liability to another party under any such agreement (excluding customary provisions in any commercial agreement entered into in the ordinary course of business the primary purpose of which is not related to Taxes).

(g)The Company and each of its Subsidiaries has disclosed on its Tax Returns any Tax reporting position taken in any Tax Return that could reasonably result in the imposition of penalties under Section 6662 of the Code or any comparable provisions of state, local or non-U.S. Applicable Law.

(h)Neither the Company nor any of the Subsidiaries has consummated or participated in, or is currently participating in, any transaction that was or is a “Tax shelter” transaction as defined in Sections 6662 or 6111 of the Code or the Treasury Regulations promulgated thereunder. Neither the Company nor any of the Subsidiaries has participated in, or is currently participating in, a “Listed Transaction” or a “Reportable Transaction” within the meaning of Section 6707A(c) of the Code or Treasury Regulation Section 1.6011-4(b), or any transaction requiring disclosure under a corresponding or similar provision of state, local, or non-U.S. Applicable Law.

(i)Neither the Company nor any of the Subsidiaries nor any predecessor of the Company or any of the Subsidiaries is or has ever been a member of a consolidated, combined, unitary or

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aggregate group of which the Company or any of the Subsidiaries or any predecessor of the Company or any of the Subsidiaries was not the ultimate parent corporation.

(j)Neither the Company nor any of the Subsidiaries has any Liability for the Taxes of any Person (other than the Company or any of the Subsidiaries) under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or non-U.S. Applicable Law), as a transferee or successor, by operation of Applicable Law, by Contract or otherwise.

(k)Neither the Company nor any of the Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, Taxable income for any Taxable period (or portion thereof) beginning after the Closing Date as a result of any (i) change in method of accounting for a Taxable period ending on or prior to the Closing Date, (ii) “closing agreement” described in Section 7121 of the Code (or any corresponding or similar provision of state, local, or non-U.S. Applicable Law) executed on or prior to the Closing Date, (iii) intercompany transactions (including any intercompany transaction subject to Section 367 or 482 of the Code) or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non-U.S. Applicable Law) with respect to a transaction occurring on or prior to the Closing Date, (iv) installment sale or open transaction disposition made on or prior to the Closing Date, (v) interest held by the Company or any of the Subsidiaries in a “controlled foreign corporation” (as that term is defined in Section 957 of the Code) on or before the Closing Date pursuant to Sections 951 or 951A of the Code, or (vi) prepaid amount received on or prior to the Closing Date.

(l)Neither the Company nor any Subsidiary has ever been required to include any amount in income for any Taxable year as a result of the application of Section 965 of the Code. The Company has not made any election(s) under Section 965 of the Code, including Section 965(h) of the Code. The Company has no liability or obligation to make any remaining payments of Tax pursuant to an election under Section 965(h) of the Code.

(m)Neither the Company nor any of the Subsidiaries has incurred a dual consolidated loss within the meaning of Section 1503 of the Code.

(n)Neither the Company nor any of the Subsidiaries has received any private letter ruling from the IRS (or any comparable Tax ruling from any other Governmental Entity).

(o)Neither the Company nor any of the Subsidiaries is a party to any joint venture, partnership or other Contract or arrangement that could be treated as a partnership for U.S. federal income Tax purposes.

(p)Neither the Company nor any of the Subsidiaries is subject to Tax in any jurisdiction other than the United States by virtue of having employees, agents, a permanent establishment or any other place of business in such jurisdiction. Neither the Company nor any of the Subsidiaries is subject to income Tax, sales Tax, use Tax, gross receipts Tax or any other type of Tax in any U.S. state where it does not file Tax Returns applicable to such type of Tax.

(q)The Company and each of the Subsidiaries has collected and remitted all material sales, use, value added, ad valorem, personal property and similar Taxes with respect to sales made or services provided and, for all sales or provision of services that are exempt from sales, use, value added, ad valorem, personal property and similar Taxes and that were made without charging or remitting sales, use, value added, ad valorem, personal property or similar Taxes, the Company and each of the Subsidiaries has received and retained any required Tax exemption certificates or other documentation qualifying such sale or provision of services as exempt.

(r)The Company and each of the Subsidiaries has in its possession official foreign government receipts for any Taxes paid by it to any foreign Tax Authorities for which receipts have been provided.

(s)The Company and each of the Subsidiaries has provided or made available to Acquirer all documentation relating to any applicable Tax holidays or incentives. The Company and each

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of the Subsidiaries is in compliance with the requirements for any applicable Tax holidays or incentives and none of the Tax holidays or incentives will be jeopardized by the Transactions.

(t)Neither the Company nor any of the Subsidiaries is, or has ever been, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code within the five-year period ending on the date of this Agreement and the Company has filed with the IRS all statements, if any, that are required under Section 1.897-2 of the Treasury Regulations.

(u)Neither the Company nor any of the Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for Tax-free treatment under Section 355 of the Code (i) in the two years prior to the Agreement Date or (ii) in a distribution that could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the Merger.

(v)The Company and each of the Subsidiaries has (i) complied in all material respects with all Applicable Law relating to the payment, reporting and withholding of Taxes (including withholding of Taxes pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 and 3406 of the Code or similar provisions under any non-U.S. Applicable Law), (ii) withheld (within the time and in the manner prescribed by Applicable Law) from employee wages or consulting compensation and paid over to the proper Governmental Entities (or is properly holding for such timely payment) all amounts required to be so withheld and paid over under all Applicable Law, including federal and state income Taxes, Federal Insurance Contribution Act, Medicare, Federal Unemployment Tax Act, relevant state income and employment Tax withholding laws, and (iii) timely filed all withholding Tax Returns, for all periods through and including the Closing Date.

(w)Neither the Company nor the Subsidiaries owns any interest in any controlled foreign corporation (as defined in Section 957 of the Code) or passive foreign investment company (as defined in Section 1297 of the Code), or other entity the undistributed income of which is required to be included in the income of the Company on a current basis.

(x)Neither the Company nor any of the Subsidiaries is a party to a “gain recognition agreement” within the meaning of the Treasury Regulations under Section 367 of the Code.

(y)The Company has delivered or made available to Acquirer true, correct and complete copies of all election statements under Section 83(b) of the Code made by or on behalf of the Persons set forth on Schedule 2.11(y) of the Company Disclosure Letter, together with evidence of timely filing of such election statements with the appropriate IRS service center with respect to any Company Common Stock that was initially subject to a vesting arrangement or to other property issued by the Company or any of the Subsidiaries to any of its employees, non-employee directors, consultants or other service providers.

(z)Schedule 2.11(z) of the Company Disclosure Letter lists all “nonqualified deferred compensation plans” (within the meaning of Section 409A of the Code) to which the Company or any of the Subsidiaries is a party. Each such nonqualified deferred compensation plan to which the Company or any of the Subsidiaries is a party complies with the requirements of paragraphs (2), (3) and (4) of Section 409A(a) by its terms and has been operated in accordance with such requirements. No event has occurred that would be treated by Section 409A(b) as a transfer of property for purposes of Section 83 of the Code. Neither the Company nor any of the Subsidiaries is under any obligation to gross up any Taxes under Section 409A of the Code.

(aa)The exercise price of all Company Options is at least equal to the fair market value of the Company Common Stock on the date such Company Options were granted, and neither the Company, the Subsidiaries nor Acquirer has incurred or will incur any Liability or obligation to withhold Taxes under Section 409A of the Code upon the vesting of any Company Options. All Company Options constitute “service recipient stock” (as defined under Treasury Regulation 1.409A-1(b)(5)(iii)) with respect to the grantor thereof.

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(bb) The Company and each of the Subsidiaries is in compliance with all applicable transfer pricing laws and regulations, including the execution and maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodology of the Company and each of the Subsidiaries. The prices for any property or services (or for the use of any property) provided by or to the Company and each of the Subsidiaries are arm’s length prices for purposes of all applicable transfer pricing laws, including Treasury Regulations promulgated under Section 482 of the Code.

(cc) No independent contractor was or is considered as an employee of the Company or any of the Subsidiaries by an applicable Tax Authority.

(dd) Except as set forth on Schedule 2.11(dd) of the Company Disclosure Letter, there is no agreement, plan, arrangement or other Contract covering any current or former employee or other service provider of the Company, any of the Subsidiaries or any ERISA Affiliate to which the Company or any of the Subsidiaries is a party or by which the Company, any of the Subsidiaries or its assets is bound that, considered individually or considered collectively with any other such agreements, plans, arrangements or other Contracts, will, or would reasonably be expected to, as a result of the Transactions (whether alone or upon the occurrence of any additional or subsequent events), give rise directly or indirectly to the payment of any amount that would reasonably be expected to be characterized as a “parachute payment” within the meaning of Section 280G of the Code (or any corresponding or similar provision of state, local or non-U.S. Tax law). No securities of the Company, any of the Subsidiaries or any Company Securityholder is readily tradable on an established securities market or otherwise (within the meaning of Section 280G of the Code and the regulations promulgated thereunder) such that the Company is ineligible to seek shareholder approval in a manner that complies with Section 280G(b)(5) of the Code. Neither the Company nor any of the Subsidiaries has ever had any obligation to report, withhold or gross up any excise Taxes under Section 280G or Section 4999 of the Code. No amount paid or payable by the Company or any of the Subsidiaries in connection with the Transactions, whether alone or in combination with another event, will be an “excess parachute payment” within the meaning of Section 280G of the Code or Section 4999 of the Code or will not be deductible by the Company or any of the Subsidiaries by reason of Section 280G of the Code.

2.12Employee Benefit Plans and Employee Matters.

(a)Schedule 2.12(a) of the Company Disclosure Letter lists, with respect to the Company and the Subsidiaries and any trade or business (whether or not incorporated) that is treated as a single employer with the Company (an “ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), regardless of whether subject to ERISA, (ii) each loan to an employee, (iii) all stock option, stock purchase, phantom stock, stock appreciation right, restricted stock unit plans, programs or arrangements, (iv) supplemental retirement, retirement, sabbatical, medical, dental, vision care, disability, death benefit, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, social security contributions (including without limitation employees’ state insurance and provident fund contributions under the Applicable Law of India), (v) all bonus, pension, profit sharing, savings, severance, thirteenth month, jubilee, termination indemnity, redundancy pay, retirement, gratuity, deferred compensation or incentive plans (including cash or equity incentive plans), programs or arrangements, (vi) all other fringe or employee benefit plans, programs or arrangements and (vii) all forms of employment agreements, all employment agreements that provide for severance or other termination benefits in excess of that which is required by Applicable Law, forms of consulting or independent contractor agreements, advisor agreements, retention agreements, change of control agreements, forms of executive compensation agreements, forms of non-employee director agreements or severance agreements, and in each case any such agreement which materially deviate from the forms, written or otherwise, regardless of whether any of the foregoing described in (i) through (vii) are mandated by local Applicable Law or are voluntary, private, funded, unfunded, financed by the purchase of insurance, contributory or noncontributory (all of the foregoing described in clauses (i) through (vii), collectively, the “Company Employee Plans”), that is sponsored, maintained, administered or contributed to, or as to which any unsatisfied obligations of the Company or any of the Subsidiaries remain for the benefit of, or relating to, any present or former employee, consultant, advisor, independent contractor or non-employee director of the Company or any of the Subsidiaries; provided that any

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governmental plan or program requiring the mandatory payment of social insurance taxes or similar contributions to a governmental fund with respect to the wages of an employee will be considered a “Company Employee Plan” for these purposes. Notwithstanding the foregoing, any Company Employee Plan that is mandated by Applicable Law shall not be required to be set forth on Schedule 2.12(a) of the Company Disclosure Letter.

(b)The Company has made available to Acquirer a true, correct and complete copy of each of the Company Employee Plans and related plan documents (including trust documents, insurance policies or Contracts, employee booklets, summary plan descriptions and other authorizing documents, and any material employee communications relating thereto) and has, with respect to each Company Employee Plan that is subject to ERISA reporting requirements, provided to Acquirer true, correct and complete copies of the Form 5500 reports filed for the last three plan years. The Company has made available to Acquirer a true, correct and complete copy of the most recent IRS determination or opinion letter issued with respect to each such Company Employee Plan. The Company has made available to Acquirer all registration statements and prospectuses prepared in connection with each Company Employee Plan.

(c)Each Company Employee Plan intended to be qualified under Section 401(a) of the Code has either obtained from the IRS a favorable determination letter as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has applied (or has time remaining in which to apply) to the IRS for such a determination letter prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements in which to apply for such determination letter and to make any amendments necessary to obtain a favorable determination or has been established under a standardized prototype plan for which an IRS opinion letter has been obtained by the plan sponsor and is valid as to the adopting employer and each other Company Employee Plan that is intended to qualify for tax-preferential treatment under Applicable Law so qualifies and has received, where required, approval from the applicable Governmental Entity that it is so qualified and no event has occurred or circumstance exists that may give rise to disqualification or loss of Tax-preferential treatment. Nothing has occurred since the issuance of each such IRS determination or opinion letter that would reasonably be expected to cause the loss of the Tax-qualified status of any Company Employee Plan subject to Section 401(a) of the Code. All individuals who, pursuant to the terms of any Company Employee Plan, are entitled to participate in any Company Employee Plan, are currently participating in such Company Employee Plan or have been offered an opportunity to do so and have declined in writing. The Company does not sponsor or maintain any self-funded employee benefit plan, including any plan to which a stop-loss policy applies.

(d)There has been no “prohibited transaction” (within the meaning of Section 406 of ERISA and Section 4975 of the Code and not exempt under Section 408 of ERISA and regulatory guidance thereunder) with respect to any Company Employee Plan. Each Company Employee Plan has been administered in accordance with its terms and in material compliance with the requirements prescribed by any and all statutes, rules and regulations (including ERISA and the Code), and the Company, each of the Subsidiaries and each ERISA Affiliate has performed all obligations required to be performed by it under, is not in default under or in violation of, and has no knowledge of any default or violation by any other party to, any of the Company Employee Plans. Neither the Company, any of the Subsidiaries nor any ERISA Affiliate is subject to any Liability or penalty under Sections 4976 through 4980 of the Code or Title I of ERISA with respect to any Company Employee Plans. All contributions required to be made by the Company, each of the Subsidiaries or any ERISA Affiliate to any Company Employee Plan have been made on or before their due dates and a reasonable amount has been accrued for contributions to each Company Employee Plan for the current plan years (and no further contributions will be due or will have accrued thereunder as of the Closing Date, other than contributions accrued in the ordinary course of business consistent with past practice after the Company Balance Sheet Date as a result of the operations of the Company and the Subsidiaries after the Company Balance Sheet Date). In addition, with respect to each Company Employee Plan intended to include a Code Section 401(k) arrangement, the Company, each of the Subsidiaries and each of the ERISA Affiliates have at all times made timely deposits of employee salary reduction contributions and participant loan repayments, as determined pursuant to regulations issued by the United States Department of Labor. No Company Employee Plan is covered by, and neither the Company, any of the Subsidiaries nor any ERISA Affiliate has incurred or expects to incur any Liability under Title IV of ERISA or Section 412 of the Code. With

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respect to each Company Employee Plan subject to ERISA as either an employee pension benefit plan within the meaning of Section 3(2) of ERISA or an employee welfare benefit plan within the meaning of Section 3(1) of ERISA, the Company, each of the Subsidiaries and any applicable ERISA Affiliate have prepared in good faith and timely filed all requisite governmental reports (which were true, correct and complete as of the date filed), including any required audit reports, and have properly and timely filed and distributed or posted all notices and reports to employees required to be filed, distributed or posted with respect to each such Company Employee Plan. No Legal Proceeding has been brought, or to the knowledge of the Company, is threatened, against or with respect to any such Company Employee Plan, including any audit or inquiry by the IRS or U.S. Department of Labor.

(e)There has been no amendment to, written interpretation or announcement (whether or not written) by the Company, any of the Subsidiaries or any ERISA Affiliate relating to, or change in participation or coverage under, any Company Employee Plan that would increase the expense of maintaining such Company Employee Plan above the level of expense incurred with respect to such Company Employee Plan for the most recent full fiscal year included in the Financial Statements.

(f)Neither the Company, any of the Subsidiaries nor any current or former ERISA Affiliate currently maintains, sponsors, participates in or contributes to, or has ever maintained, established, sponsored, participated in, or contributed to, any pension plan (within the meaning of Section 3(2) of ERISA) that is subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Code. No Company Employee Plan maintained for the benefit of employees primarily employed outside the United States is a defined benefit pension plan or other arrangement that provides benefits on a defined benefit basis in the event of retirement or redundancy or any material unfunded benefit obligations.

(g)Neither the Company, any of the Subsidiaries nor any ERISA Affiliate is a party to, or has made any contribution to or otherwise incurred any obligation under, any “multiemployer plan” as such term is defined in Section 3(37) of ERISA or any “multiple employer plan” as such term is defined in Section 413(c) of the Code.

(h)Each Subsidiary of the Company which primarily employs employees outside the United States sponsors or maintains Company Employee Plans which are sufficient to meet the requirements of Applicable Law, any applicable Labor Agreement or employment agreement to which any of its employees is a party and no such Company Employee Plan has any participants or beneficiaries who are not current or former employees of such Subsidiary or their dependents or beneficiaries.

(i)The Company and each of the Subsidiaries is in material compliance with all Applicable Law and their own handbooks and policies respecting employment and labor matters, discrimination in employment, terms and conditions of employment, employee benefits (including without limitation, holiday, leave, sick pay, social security (including remittance of employees’ state insurance, provident fund and pension contributions under the Applicable Law of India), employee’s compensation, professional Taxes, labour welfare fund contributions, worker classification (including the proper classification of workers as independent contractors and consultants)), wages, statutory bonuses, engagement of contract labour (third-party vendor employees), hours and occupational safety and health and employment practices, including the Immigration Reform and Control Act and, with respect to each Company Employee Plan, (i) the applicable requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and the regulations thereunder, including, without limitation, health care continuation and notice provisions, (ii) the applicable requirements of the Family Medical and Leave Act of 1993 and the regulations thereunder, (iii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996 and the regulations thereunder, (iv) the applicable requirements of the Americans with Disabilities Act of 1990, as amended and the regulations thereunder, (v) the Age Discrimination in Employment Act of 1967, as amended, and (vi) the applicable requirements of the Women’s Health and Cancer Rights Act of 1998 and the regulations (including proposed regulations) thereunder. Each Company Employee Plan that is a health plan is in compliance with the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (collectively, the “2010 Health Care Law”). The operation of each Company Employee Plan that is a health plan will not result in the incurrence of any penalty to the Company pursuant to the 2010 Health Care Law. Neither the Company nor any of the Subsidiaries is an Applicable Large Employer (as

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defined in the 2010 Health Care Law). There is nothing that would create a reporting obligation or excise tax under 4980D of the Code. The Company and each of the Subsidiaries is in compliance in all respects with the Worker Adjustment Retraining Notification Act of 1988, as amended (the “WARN Act”), and all similar state and local laws, as applicable.

(j)Neither the Company nor any of the Subsidiaries is engaged in any unfair labor practice nor is/has been a subject of claims, demands, proceedings or actions initiated by any current or former employee in relation to unfair labor practice. Neither the Company nor any of the Subsidiaries is liable for any arrears of wages, compensation (including overtime compensation or payment in lieu of accrued but unavailed leaves as required under Applicable Law), statutory bonuses, gratuity, Taxes, penalties or other sums for failure to comply with any of the foregoing. The Company and each of the Subsidiaries has (in accordance with Applicable Law and/or any contractual obligation) paid in full to all employees, independent contractors and consultants all wages, salaries, commissions, bonuses, benefits, statutory dues, social security contributions (including but not limited to employees’ state insurance, provident fund and pension contributions under the Applicable Law of India) and other compensation due to or on behalf of such employees, independent contractors and consultants. Neither the Company nor any of the Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employers and/or employees (other than routine payments to be made in the normal course of business and consistently with past practice). There are no pending claims against the Company or any of the Subsidiaries under any workers compensation plan or policy or for long term disability. Neither the Company nor any of the Subsidiaries has any obligations under COBRA or similar Applicable Law with respect to any former employees or qualifying beneficiaries thereunder. There are no controversies pending or, to the knowledge of the Company, threatened, between the Company or any of the Subsidiaries and any of their respective employees, which controversies have or would reasonably be expected to result in a Legal Proceeding before any Governmental Entity. Neither the Company nor any of its Subsidiaries have any liability with respect to any misclassification of: (i) any person as an independent contractor rather than as an employee, (ii) any employee leased from another employer, or (iii) any employee currently or formerly classified as exempt under the Fair Labor Standards Act or similar Applicable Law.

(k)No demands or claims have been made against the Company or any of the Subsidiaries with respect to discrimination, harassment or retaliation, holiday, leave, sick pay, overtime compensation, working hours, social security contributions (employees’ state insurance, provident fund and pension contributions under the Applicable Law of India), employees’ classification or misclassification, employees’ compensation, health and welfare benefits, and, to the knowledge of the Company, no such claims are pending or threatened, and no reasonable basis exists for any such claim. No suit, administrative proceeding, action, litigation, notice, demand or claim is pending or, to the knowledge of the Company, threatened against, and no internal or external complaints have been reported accusing, any current or former officer, director or employee of the Company or any of the Subsidiaries (or contractor or other representative of the Company, in his or her capacity as such) with respect to sexual harassment or sexual misconduct (or any allegation thereof). Neither the Company nor, to the knowledge of the Company, any current or former officer, director or employee of the Company or any of the Subsidiaries (or contractor or other representative of the Company in his or her capacity as such) has entered into a Contract for the settlement of any Legal Proceeding with respect to sexual harassment or sexual misconduct (or any allegation thereof).

(l)The Company for itself and for each of the Subsidiaries has provided to Acquirer true, correct and complete copies of each of the following: (i) all forms of offer letters, (ii) all forms of employment agreements and severance agreements, (iii) all forms of services agreements and agreements with current and former consultants, advisors and/or independent contractors, (iv) all forms of confidentiality, non-competition or inventions agreements between current and former employees, consultants, advisors and/or independent contractors and the Company or any Subsidiary (and a true, correct and complete list of employees, consultants, advisors, independent contractors and/or others not subject thereto), (v) the most current management organization chart(s), (vi) all forms of bonus plans and any form award agreement thereunder and (vii) a schedule of bonus commitments made to employees of the Company and the Subsidiaries.

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(m)Neither the Company nor any of the Subsidiaries is a party to or bound by any collective bargaining agreement, works council arrangement or labor union Contract or any similar Contract (“Labor Agreement”) with any works council, union, labor organization or employee representative body or group of employees (“Employee Representative”). No works council or collective bargaining agreement is being negotiated by the Company or any of the Subsidiaries and neither the Company nor any of the Subsidiaries has any duty to bargain with any Employee Representative, and there is no such Employee Representative which must be notified, consulted or with which negotiations need to be conducted in connection with the transactions contemplated by this Agreement. No demand for recognition or any other request or demand from a labor organization for representative status with respect to any Person employed by the Company or any of the Subsidiaries is pending. No activities or proceedings of any labor union to organize the Company’s or any of the Subsidiaries’ employees is pending. No labor dispute, strike or work stoppage against the Company or any of the Subsidiaries is pending or, to the knowledge of the Company, threatened. Neither the Company, any of the Subsidiaries nor, to the knowledge of the Company, any of its or the Subsidiaries’ Representatives has committed any unfair labor practice in connection with the conduct of the Business. No charge or complaint against the Company or any of the Subsidiaries by the National Labor Relations Board or any comparable Governmental Entity is pending or, to the knowledge of the Company, threatened. No employee of the Company or any of the Subsidiaries has been involuntarily terminated in the 12 months immediately preceding the Agreement Date.

(n)(i) Schedule 2.12(n)(i) of the Company Disclosure Letter sets forth each form of non-competition agreement and non-solicitation agreement that binds any current or former employee, consultant, advisor or independent contractor of the Company or any of the Subsidiaries with the Company or any of the Subsidiaries. (ii) To the Company’s knowledge, no employee of the Company or any of the Subsidiaries is in violation of any term of any employment agreement, non-competition agreement or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of the Subsidiaries because of the nature of the Business or to the use of trade secrets or proprietary information of others. (iii) To the Company’s knowledge, no independent contractor or consultant of the Company or any of the Subsidiaries is in violation of any term of any non-competition agreement or any restrictive covenant to a former employer relating to the right of any such independent contractor or consultant to be providing services to the Company or any of the Subsidiaries because of the nature of the Business or to the use of trade secrets or proprietary information of others. (iv) As of the Agreement Date, no employee of the Company or any of the Subsidiaries has given notice to the Company or any of the Subsidiaries and, to the knowledge of the Company, no employee of the Company or any of the Subsidiaries intends to terminate his or her employment with the Company or any of the Subsidiaries. (v) The employment of each of the employees of the Company and each of the Subsidiaries is “at will” (except for non-United States employees of the Company or any of the Subsidiaries located in a jurisdiction that does not recognize the “at will” employment concept), and neither the Company nor any of the Subsidiaries has any obligation to provide any particular form or period of notice, severance or termination pay prior to terminating the employment of any of their respective employees.

(o)Other than as provided herein, as of the Agreement Date, neither the Company nor any of the Subsidiaries has, and to the knowledge of Company, no other Person has, (i) entered into any Contract that obligates or purports to obligate Acquirer to make an offer of employment to any present or former employee, consultant, advisor or independent contractor of the Company or any of the Subsidiaries and/or (ii) promised or otherwise provided any assurances (contingent or otherwise) to any present or former employee, consultant, advisor or independent contractor of the Company or any of the Subsidiaries of any terms or conditions of employment with Acquirer following the Effective Time.

(p)(i) Schedule 2.12(p)(i) of the Company Disclosure Letter sets forth a true, correct and complete list, anonymized to the extent required under Applicable Law, of the names, positions and rates of compensation of all officers, directors and employees of the Company and each of the Subsidiaries, including those engaged through a third party agency or a professional employer organization, showing each such individual’s name, position, employing entity, manager’s name, annual remuneration, work location, and whether the individual can and/or has been working remotely, immigration/work-authorization status, status as exempt/nonexempt, date of hire or engagement, bonuses and fringe benefits for the current fiscal year, a list of scheduled bonus commitments and any severance

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or termination benefits that must be provided to such person. (ii) Schedule 2.12(p)(ii) of the Company Disclosure Letter sets forth the additional following information for each of its international employees: city/country of employment, and citizenship. (iii) Schedule 2.12(p)(iii) of the Company Disclosure Letter sets forth a true, correct and complete list of all of its consultants, advisors and independent contractors and, for each, such individual’s compensation, engaging entity, such individual’s initial date of engagement, whether such engagement has been terminated by written notice by either party thereto and the notice or termination provisions applicable to the services provided by such individual.

(q)Every service provider of the Company or any of the Subsidiaries who requires a visa, employment pass or other required permit to work in the country in which he provided service has a current employment pass or such other required permit and all necessary permission to remain in such country and perform services in that country. The Company and each of the Subsidiaries has obtained Forms I-9 from each employee who has ever provided services in the United States. No employee of the Company or any of the Subsidiaries is undocumented. The Company and each of the Subsidiaries is in full compliance in all respects with the United States Immigration Reform and Control Act and any other Applicable Law in relation to immigration.

(r)In the past two years, (i) neither the Company nor any of the Subsidiaries has effectuated a “plant closing” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of its business, (ii) there has not occurred a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of the Company or any of the Subsidiaries and (iii) neither the Company nor any of the Subsidiaries has been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state, local or non-U.S. law or regulation. Neither the Company nor any of the Subsidiaries has caused any of its employees to suffer an “employment loss” (as defined in the WARN Act) during the 90-day period immediately preceding the Agreement Date.

(s)Except as required pursuant to or contemplated by an Offer Letter or this Agreement, none of the execution, delivery and performance of this Agreement, the consummation of the Transactions, any termination of employment or service and any other event in connection therewith or subsequent thereto will, individually or together or with the occurrence of some other event (whether contingent or otherwise), (i) result in any payment or benefit (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due or payable, or required to be provided, to any current or former employee, consultant, advisor, independent contractor or director, (ii) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any current or former employee, consultant, advisor, independent contractor or director, (iii) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation, (iv) increase the amount of compensation due to any Person or (v) result in the forgiveness in whole or in part of any outstanding loans made by the Company or any of the Subsidiaries to any Person.

(t)None of the Company Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person other than as required under COBRA or similar state law. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without Liability to Acquirer (other than ordinary and reasonable administrative expenses typically incurred in a termination event).

2.13Interested-Party Transactions. None of the officers and directors of the Company or any of the Subsidiaries and, to the knowledge of the Company, none of the other employees of the Company or any of the Subsidiaries and any Company Stockholders, and none of the immediate family members of any of the foregoing, (a) has any direct or indirect ownership, participation, royalty or other interest in, or is an officer, director, employee of or consultant or contractor for any firm, partnership, entity or corporation that competes with, or does business with, or has any contractual arrangement with, the Company or any of the Subsidiaries (except with respect to any interest in less than two percent of the stock of any corporation whose stock is publicly traded), (b) is a party to, or to the knowledge of the Company, otherwise directly or indirectly interested in, any Contract to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their respective assets is bound, except for normal compensation for services as an officer, director, employee or consultant thereof or (c) to the knowledge of the Company, has any interest in any property, real or

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personal, tangible or intangible (including any Intellectual Property, except for interests in Third-Party Intellectual Property licensed to the Company pursuant to a Standard Inbound IP License) that is used in, or that relates to, the Business, except for the rights of Company Stockholders under Applicable Law.

2.14Insurance. As of the Agreement Date, the Company and the Subsidiaries maintain the policies of insurance and bonds set forth in Schedule 2.14 of the Company Disclosure Letter, including all legally required workers’ compensation insurance and errors and omissions, casualty, fire and general liability insurance. Schedule 2.14 of the Company Disclosure Letter sets forth the name of the insurer under each such policy and bond, the type of policy or bond, the coverage amount and any applicable deductible as of the Agreement Date as well as all material claims made under such policies and bonds since inception through the Agreement Date. The Company has provided to Acquirer true, correct and complete copies of all such policies of insurance and bonds issued at the request or for the benefit of the Company and the Subsidiaries. There is no claim pending under any of such policies or bonds as to which coverage has been questioned, denied or disputed by the underwriters of such policies or bonds. All premiums due and payable under all such policies and bonds have been timely paid and the Company and the Subsidiaries are otherwise in material compliance with the terms of such policies and bonds. All such policies and bonds remain in full force and effect as of the Agreement Date, and the Company has no knowledge as of the Agreement Date of any threatened termination in writing of, or material premium increase proposed in writing with respect to, any of such policies.

2.15Books and Records. The Company has made available to Acquirer true, correct and complete copies of (a) all documents identified on the Company Disclosure Letter, (b) the Certificate of Incorporation and the Bylaws or equivalent organizational or governing documents of the Company and each of the Subsidiaries, each as currently in effect, (c) the complete minute books containing records of all proceedings, consents, actions and meetings of the Board (or equivalent body of each Subsidiary), committees of the Board (or equivalent body of each Subsidiary) and the Company Stockholders, including any presentations and written materials provided thereto in connection with such proceedings, consents, actions and meetings, (d) the stock ledger, journal and other records reflecting all stock issuances and transfers and all stock option and warrant grants and agreements of the Company and each of the Subsidiaries and (e) all material permits, orders and consents in effect as of the Agreement Date and issued by any regulatory agency with respect to the Company and each of the Subsidiaries, or any securities of the Company and each of the Subsidiaries, and all applications for such permits, orders and consents. The minute books of the Company and each of the Subsidiaries made available to Acquirer contain a true, correct and complete in all material respects summary of all meetings of directors and of the Company Stockholders or actions by written consent since the time of incorporation of the Company and each of the Subsidiaries through the Agreement Date.

2.16Material Contracts.

(a)Schedules 2.16(a)(i) through ((xxvii)) of the Company Disclosure Letter set forth a list of each of the following Contracts to which the Company or any of the Subsidiaries is a party that are in effect on the Agreement Date (the “Material Contracts”):

(i)any Contract with a (A) Significant Customer or (B) Significant Supplier;

(ii)any Contract providing for payments by or to the Company or any of the Subsidiaries (or under which the Company or any of the Subsidiaries has made or received such payments) in an aggregate annual amount of $250,000 or more per annum;

(iii)any dealer, distributor, reseller, referral or similar agreement, or any Contract providing for the grant of rights to reproduce, license, market, refer or sell its products or services to any other Person involving an aggregate amount of $100,000 or more per annum;

(iv)(A) any joint venture Contract, (B) any Contract that involves a sharing of revenues, profits, cash flows, expenses or losses with other Persons and (C) any Contract that involves the payment of royalties to any other Person;

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(v)any Company Intellectual Property Agreement, provided that for purposes of disclosure under Section 2.16(a)(v) of the Company Disclosure Letter only, the Company shall not be required to disclose Standard On Form Outbound IP Licenses or Standard Inbound IP Licenses. “Standard On Form Outbound IP Licenses” means, for purposes of disclosure under Section 2.16(a)(v) of the Company Disclosure Letter only: (A) Contracts with customers containing nonexclusive licenses granted in the ordinary course of business substantially on the Company’s standard form of customer agreement, a copy of which has been made available to Acquirer, (B) licenses to Confidential Information under non-disclosure and confidentiality agreements entered into in the ordinary course of business and consistent with past practice, (C) nonexclusive license agreements for licenses to Company-Owned Intellectual Property or Company Products granted by the Company or its Subsidiaries to vendors and service providers for the limited purpose of providing the applicable services to the Company, or (D) non-exclusive licenses granted by the Company or any of its Subsidiaries in the ordinary course of business for the use of the Company or a Subsidiary’s name or logo for marketing or similar purposes. “Standard Inbound IP Licenses” means (A) Contracts for Third-Party Intellectual Property licensed to the Company or any of the Subsidiaries that is generally, commercially available software and has not been modified or customized for the Company or any of the Subsidiaries and (II) is licensed for an annual fee under $50,000; (B) licenses to Confidential Information under non-disclosure and confidentiality agreements entered into in the ordinary course of business and consistent with past practice; (C) agreements with employees, independent contractors or consultants substantially on the Company’s or any of the Subsidiaries’ standard form of invention assignment and proprietary information agreement or consultant agreement (copies of which have been made available to Acquirer); (D) licenses to Open Source Materials; and (E) non-exclusive licenses to a third-party’s name or logo granted by such third party in the ordinary course of business for the use of a name or logo for marketing or similar purposes;

(vi)any separation agreement or severance agreement with any current or former employees under which the Company or any of the Subsidiaries has any actual or potential Liability;

(vii)any Contract for or relating to the employment or service of any director, officer, employee, consultant or beneficial owner of more than five percent of the total shares of Company Capital Stock or any other type of Contract with any of its officers, employees, consultants or beneficial owners of more than five percent of the total shares of Company Capital Stock, as the case may be;

(viii)any Contract (A) pursuant to which any other party is granted exclusive rights or “most favored party” rights of any type or scope with respect to any of the Company Products or Company Intellectual Property, (B) containing any non-competition covenants relating to the Company Products or Company Intellectual Property, or (C) that limits or would limit the freedom of the Company or any of the Subsidiaries or any of their respective successors or assigns or their respective Affiliates to (1) engage or participate, or compete with any other Person, in any line of business, market or geographic area with respect to the Company Products or the Company Intellectual Property, or to make use of any Company Intellectual Property, excluding for purposes of disclosure under Section 2.16(a)(viii)(C) of the Company Disclosure Letter only, grants of nonexclusive rights or licenses by the Company or any of its Subsidiaries to Company Intellectual Property pursuant to the Standard Outbound IP Licenses and Standard Inbound IP Licenses, but including any grants by the Company or the Subsidiaries of exclusive rights or licenses or (2) sell, distribute or manufacture any products or services or to purchase or otherwise obtain any software, components, parts or services;

(ix)any standstill or similar agreement containing provisions prohibiting a third party from purchasing Equity Interests of the Company or the Subsidiaries or assets of the Company or the Subsidiaries or otherwise seeking to influence or exercise control over the Company or any of the Subsidiaries;

(x)other than Standard Inbound IP Licenses, all licenses, sublicenses and other Contracts to which the Company or the Subsidiaries is a party and pursuant to which the

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Company or any of the Subsidiaries acquired or is authorized to use any Third-Party Intellectual Property used in the development, marketing or licensing of the Company Products;

(xi)any license, sublicense or other Contract to which the Company or any of the Subsidiaries is a party and pursuant to which any Person is authorized to use any Company-Owned Intellectual Property, provided that for purposes of Section 2.16(a)(xi), the Company shall not be required to disclose Standard Inbound IP Licenses and Standard Outbound IP Licenses;

(xii)any license, sublicense or other Contract pursuant to which the Company or any of the Subsidiaries has agreed to any restriction on the right of the Company or any of the Subsidiaries to use or enforce any Company-Owned Intellectual Property (provided that for purposes of Section 2.16(a)(xii) the Company shall not be required to disclose Standard Inbound IP Licenses and Standard On Form Outbound IP Licenses), or pursuant to which the Company or any of the Subsidiaries agrees to transfer or sell rights in or with respect to any Company-Owned Intellectual Property;

(xiii)any Contracts relating to the membership of, or participation by, the Company or any of the Subsidiaries in, or the affiliation of the Company or any of the Subsidiaries with, any industry standards group or association;

(xiv)any Contract providing for the development of any software, technology or Intellectual Property Rights, independently or jointly, either by or for the Company or any of the Subsidiaries (other than employee invention assignment agreements with Authors on the Company’s or any of the Subsidiaries’ standard form of agreement, copies of which have been provided to Acquirer and consulting agreements with Authors);

(xv)any confidentiality, secrecy or non-disclosure Contract other than any such Contract entered into by the Company or any of the Subsidiaries in the ordinary course of business consistent with past practice;

(xvi)[Intentionally omitted];

(xvii)any Contract (other than pursuant to the Company’s or any of the Subsidiaries’ standard end user agreements) containing any indemnification, warranty, support, maintenance or service obligation or cost on the part of the Company or any of the Subsidiaries, other than as may be entered into in the ordinary course of business;

(xviii)any settlement agreement with respect to any Legal Proceeding;

(xix)any Contract pursuant to which rights of any third party are triggered or become exercisable, or under which any other consequence, result or effect arises, in connection with or as a result of the execution of this Agreement or the consummation of the Merger, either alone or in combination with any other event;

(xx)any Contract relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any shares of Company Capital Stock or any other securities of the Company or any of the Subsidiaries or any options, warrants, convertible notes or other rights to purchase or otherwise acquire any such shares of stock, other securities or options, warrants or other rights therefor, other than those entered into in connection with the Company Option Plan;

(xxi)any Contract with any works council, labor union or any collective bargaining agreement or similar contract with its employees;

(xxii)any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging

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arrangement or any leasing transaction of the type required to be capitalized in accordance with GAAP;

(xxiii)any Contract of guarantee, surety, support, indemnification (other than pursuant to its standard end user agreements), assumption or endorsement of, or any similar commitment with respect to, the Liabilities or indebtedness of any other Person;

(xxiv)any Contract for capital expenditures in excess of $100,000 in the aggregate;

(xxv)any Contract pursuant to which the Company or any of the Subsidiaries is a lessor or lessee of any real property or any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property involving expenditures in excess of $100,000 per annum;

(xxvi)any Contract pursuant to which the Company or any of the Subsidiaries has acquired a business or entity, or assets of a business or entity, whether by way of merger, consolidation, purchase of stock, purchase of assets, license or otherwise, or any Contract pursuant to which it has any ownership interest in any other Person; and

(xxvii)any Contract with any Governmental Entity, any Company Authorization, or any Contract with a government prime contractor, or higher-tier government subcontractor, including any indefinite delivery/indefinite quantity contract, firm-fixed-price contract, schedule contract, blanket purchase agreement, or task or delivery order (each a “Government Contract”).

(b)All Material Contracts are in written form. Each of the Company and the Subsidiaries has performed all of the material obligations required to be performed by it and is not alleged to be in default in respect of, any Material Contract. Each of the Material Contracts is in full force and effect, subject only to the effect, if any, of applicable bankruptcy and other similar Applicable Law affecting the rights of creditors generally and rules of law governing specific performance, injunctive relief and other equitable remedies. There exists no default or event of default or event, occurrence, condition or act, with respect to the Company or the Subsidiaries or to the knowledge of the Company and as of the Agreement Date, with respect to any other contracting party, that, with the giving of notice, the lapse of time or the happening of any other event or condition, would reasonably be expected to (i) become a default or event of default under any Material Contract or (ii) give any third party (A) the right to declare a default or exercise any remedy under any Material Contract, (B) the right to a rebate, chargeback, refund, credit, penalty or change in delivery schedule under any Material Contract, (C) the right to accelerate the maturity or performance of any obligation of the Company or the Subsidiaries under any Material Contract or (D) the right to cancel, terminate or adversely modify any Material Contract. Neither the Company nor any of the Subsidiaries has received any notice or, to the knowledge of the Company, other communication regarding any actual or alleged violation or breach of, default under, or intention to cancel or materially modify any Material Contract. Neither the Company nor any of the Subsidiaries has any Liability for renegotiation of Government Contracts.

2.17Transaction Fees. Except as set forth in Schedule 2.17 of the Company Disclosure Letter, no broker, finder, financial advisor, investment banker or similar Person is entitled to any brokerage, finder’s or other fee or commission in connection with the origin, negotiation or execution of this Agreement or in connection with the Transactions.

2.18Anti-Corruption Law.

(a)None of the Company, any of the Subsidiaries or to the knowledge of the Company, any of their respective directors, employees or representatives (in each case, acting in their capacities as such) has, since December 31, 2016, directly or indirectly through its representatives or any Person authorized to act on its behalf (including any distributor, agent, sales intermediary or other third party), (i) violated any Anti-Corruption Law or (ii) offered, given, promised to give or authorized the giving of money or anything of value, to any Government Official or to any other Person: (A) for the

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purpose of (1) corruptly or improperly influencing any act or decision of any Government Official in their official capacity, (2) inducing any Government Official to do or omit to do any act in violation of their lawful duties, (3) securing any improper advantage or (4) inducing any Government Official to use his or her respective influence with a Governmental Entity to affect any act or decision of such Governmental Entity in order to, in each case of clauses (1) through (4), assist the Company or the Subsidiaries in obtaining or retaining business for or with, or directing business to, any Person or (B) in a manner that would constitute or have the purpose or effect of public or commercial bribery, acceptance of, or acquiescence in, extortion, kickbacks or other unlawful or improper means of obtaining business or any improper advantage.

(b)Each of the Company and the Subsidiaries has maintained complete and accurate books and records in all material respects, including records of payments to any agents, consultants, representatives, third parties and Government Officials, in accordance with GAAP. There have been no false or fictitious entries made in the books and records of the Company and the Subsidiaries relating to any unlawful offer, payment, promise to pay or authorization of the payment of any money, or unlawful offer, gift, promise to give, or authorization of the giving of anything of value, including any bribe, kickback or other illegal or improper payment. Neither the Company nor any of the Subsidiaries has established or maintained a secret or unrecorded fund or account.

(c)None of the Company, any of the Subsidiaries or any of their directors or employees (acting in their capacities as such) has been convicted of violating any Anti-Corruption Law or subjected to any investigation or proceeding by a Governmental Entity for potential corruption, fraud or violation of any Anti-Corruption Law.

2.19Environmental, Health and Safety Matters.

(a)Each of the Company and the Subsidiaries is in material compliance with all Environmental, Health and Safety Requirements in connection with the ownership, use, maintenance or operation of its business or assets or properties. There are no pending, or to the knowledge of the Company, any threatened allegations by any Person that the properties or assets of the Company or any of the Subsidiaries are not, or that its business has not been conducted, in compliance with all Environmental, Health and Safety Requirements in any material respects. Neither the Company nor any of the Subsidiaries has retained or assumed any Liability of any other Person under any Environmental, Health and Safety Requirements. To the knowledge of the Company, there are no past or present facts, circumstances or conditions that would reasonably be expected to give rise to any material Liability of the Company or any of the Subsidiaries with respect to Environmental, Health and Safety Requirements.

(b)The Company has made available to Acquirer a copy of all studies, audits, assessments or investigations containing material information concerning compliance with, or Liability or obligations under, Environmental, Health and Safety Requirements affecting the Company and the Subsidiaries that are in the possession or control of the Company or any of the Subsidiaries, each of which is identified in Schedule 2.19 of the Company Disclosure Letter.

2.20Export Control Laws. Each of the Company and the Subsidiaries has conducted its export transactions in accordance in all material respects with applicable provisions of United States export and re-export controls, including the Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the United States Department of Commerce and/or the United States Department of State and all other applicable import/export controls in other countries in which the Company or any of the Subsidiaries conducts business. Without limiting the foregoing: (a) each of the Company and the Subsidiaries has obtained all export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations and filings with any Governmental Entity required for (i) the export, import and re-export of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in the United States and abroad (collectively, “Export Approvals”), (b) each of the Company and the Subsidiaries is in compliance with the terms of all applicable Export Approvals, (c) there are no pending or, to the knowledge of the Company, threatened claims against the Company or any of the Subsidiaries with respect to such Export Approvals, (d) there are no actions, conditions or circumstances pertaining to the Company’s or any of the

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Subsidiaries’ export transactions that would reasonably be expected to give rise to any future claims and (e) no Export Approvals for the transfer of export licenses to Acquirer or the Surviving Corporation are required, except for such Export Approvals that can be obtained expeditiously and without material cost.

2.21Customers. Neither the Company nor any of the Subsidiaries has any outstanding material disputes concerning any Company Products with any customer or distributor who, for the year ended January 31, 2021 or the eight months ended September 30, 2021, was one of the 20 largest sources of revenues for the Company, based on amounts paid or payable with respect to such periods (each, a “Significant Customer”), and, to the knowledge of the Company, there is no material dissatisfaction on the part of any Significant Customer with respect to any Company Products, that would rise to the level of a material dispute. Each Significant Customer is listed on Schedule 2.21 of the Company Disclosure Letter. Neither the Company nor any of the Subsidiaries has received any information from any Significant Customer that such Significant Customer shall not continue as a customer of the Company and/or the Subsidiaries, as applicable, after the Closing or that such Significant Customer intends to terminate or materially modify existing Contracts with the Company and/or the Subsidiaries, as applicable. Neither the Company nor any of the Subsidiaries has had any Company Products returned by a purchaser thereof except for normal warranty returns consistent with past history.

2.22Suppliers. Neither the Company nor any of the Subsidiaries has any outstanding material disputes concerning products and/or services provided by any supplier who, for the year ended January 31, 2021 or the eight months ended September 30, 2021, was one of the 12 largest suppliers of products and/or services to the Company and the Subsidiaries, based on amounts paid or payable with respect to such periods (each, a “Significant Supplier”), and there is no material dissatisfaction on the part of the Company or any of the Subsidiaries with respect to any Significant Supplier and, to the knowledge of the Company, there is no present, material dissatisfaction on the part of any Significant Supplier with respect to the Company or any of the Subsidiaries, that would rise to the level of a material dispute. Each Significant Supplier is listed on Schedule 2.22 of the Company Disclosure Letter. Neither the Company nor any of the Subsidiaries has received any written information from any Significant Supplier that such supplier shall not continue as a supplier to the Company after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company and/or the Subsidiaries, as applicable. The Company and the Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the Business as currently conducted.

2.23Stockholder Notice. Neither the Stockholder Notice nor any amendment or supplement thereto (other than any of the information supplied or to be supplied by Acquirer for inclusion therein) will contain, as of the date of the mailing of such document, any untrue statement of a material fact, or will omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

2.24Representations Complete. To the Knowledge of the Company, none of the representations or warranties made by the Company or any of the Subsidiaries herein or in any exhibit or schedule hereto, including the Company Disclosure Letter, or in any certificate delivered by the Company or any of the Subsidiaries pursuant to this Agreement, when all such documents are read together in their entirety, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Article III
Representations and Warranties of Acquirer and Merger Sub

Acquirer and Merger Sub represent and warrant to the Company as follows:

3.1Organization and Standing. Each of Acquirer and Merger Sub is a corporation, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Neither Acquirer nor Merger Sub is in violation of any of the provisions of its certificate of incorporation or bylaws.

3.2Authority; Non-contravention.

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(a)Each of Acquirer and Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions. The execution and delivery of this Agreement and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of Acquirer and Merger Sub. This Agreement has been duly executed and delivered by each of Acquirer and Merger Sub and, assuming the due execution and delivery of this Agreement by the other parties hereto, constitutes the valid and binding obligation of Acquirer and Merger Sub enforceable against Acquirer and Merger Sub, respectively, in accordance with its terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar Applicable Law affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

(b)The execution and delivery of this Agreement by Acquirer and Merger Sub do not, and the consummation of the Transactions will not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or require any consent, approval or waiver from any Person pursuant to, (i) any provision of the certificate of incorporation or certificate of formation, as applicable, or bylaws, operating agreement or equivalent organizational or governing documents of Acquirer and Merger Sub, in each case as amended to date or (ii) Applicable Law, except where such conflict, violation, default, termination, cancellation or acceleration, individually or in the aggregate, would not be material to Acquirer’s or Merger Sub’s ability to consummate the Merger or to perform their respective obligations under this Agreement.

(c)Except for such filings and notifications as may be required to be made by Acquirer in connection with the Transactions under the HSR Act or other applicable Antitrust Laws and the expiration or early termination of the applicable waiting period under the HSR Act or other applicable Antitrust Laws, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required by or with respect to Acquirer or Merger Sub in connection with the execution and delivery of this Agreement or the consummation of the Transactions that, if not obtained or made, would reasonably be expected to adversely affect the ability of Acquirer or Merger Sub to consummate the Merger or any of the other Transactions.

3.3Sufficient Funds. At the Closing, Acquirer will have sufficient funds to pay the Purchase Price.

3.4Stockholder Notice. None of the information supplied or to be supplied by Acquirer for inclusion in the Stockholder Notice or any amendment or supplement thereto will contain, as of the date of the mailing of such document, any untrue statement of a material fact, or will omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

3.5No Prior Merger Sub Operations. Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Transactions.

Article IV
Conduct Prior to the Effective Time

4.1Conduct of the Business; Notices. During the period from the Agreement Date and continuing until the earlier of the termination of this Agreement and the Effective Time, except as set forth on Schedule 4.1 of the Company Disclosure Letter or as otherwise expressly contemplated by this Agreement, as may be required by Applicable Law, or with Acquirer’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed, with requests for such consent having been delivered by e-mail to the e-mail address(es) set forth on Schedule 4.1 of the Company Disclosure Letter), the Company shall, and shall cause each of the Subsidiaries to:

(a)use commercially reasonable efforts consistent with past practice to conduct the Business solely in the ordinary course consistent with past practice and in material compliance with Applicable Law;

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(b)(i) pay and perform all of its undisputed debts and other obligations when due, (ii) use commercially reasonable efforts consistent with past practice and policies to collect accounts receivable when due and not extend credit outside of the ordinary course of business consistent with past practice, (iii) use commercially reasonable efforts to sell the Company’s products and services consistent with past practice as to discounting, license, service and maintenance terms, incentive programs and revenue recognition and other terms and (iv) use its commercially reasonable efforts consistent with past practice and policies to preserve intact its present business organizations, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having material business dealings with it;

(c)use commercially reasonable efforts to assure that each of its Contracts (other than with Acquirer) entered into after the Agreement Date will not require the procurement of any consent, waiver or novation or provide for any materially adverse change in the obligations of any party thereto in connection with, or terminate as a result of the consummation of, the Transactions, and shall give reasonable advance notice to Acquirer prior to allowing any Material Contract or right thereunder to lapse or terminate by its terms;

(d)use commercially reasonable efforts to maintain each of its leased premises in accordance with the terms of the applicable lease;

(e)promptly notify Acquirer of any written notice or other written communication, and use reasonable best efforts to notify Acquirer of any other notice or communication, from any Person alleging that the consent of such Person is or may be required in connection with the Transactions;

(f)promptly notify Acquirer of any written notice or other written communication from any Governmental Entity (i) relating to the Transactions, (ii) indicating that a Company Authorization has been or is about to be revoked or (iii) indicating that a Company Authorization is required in any jurisdiction in which such Company Authorization has not been obtained;

(g)promptly notify Acquirer of any known inaccuracy in any representation or warranty or breach of any covenant of the Company herein; and

(h)to the extent not otherwise required by this Section 4.1, promptly notify Acquirer of any change, occurrence or event not in the ordinary course of business, or of any change, occurrence or event that, individually or in the aggregate with any other changes, occurrences and events, would reasonably be expected to cause any of the conditions to the Closing set forth in Article VI not to be satisfied.

4.2Restrictions on Conduct of the Business. Without limiting the generality or effect of Section 4.1, except as expressly set forth on Schedule 4.2 of the Company Disclosure Letter, during the period from the Agreement Date and continuing until the earlier of the termination of this Agreement and the Effective Time, the Company shall not, and shall cause each of the Subsidiaries not to, cause or permit any of the following (except to the extent as required under Applicable Law or expressly provided otherwise herein or as consented to in writing by Acquirer, which consent shall not be unreasonably withheld, conditioned or delayed, with requests for such consent having been delivered by e-mail to the e-mail address(es) set forth on Schedule 4.1 of the Company Disclosure Letter):

(a)Charter Documents. Cause, propose or permit any amendments to the Certificate of Incorporation or the Bylaws or equivalent organizational or governing documents of any of the Subsidiaries;

(b)Merger, Reorganization. Merge or consolidate itself with any other Person or adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization;

(c)Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or other property) in respect of any of its Equity Interests, or split, combine or reclassify any of its Equity Interests or issue or authorize the issuance of any Equity

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Interests or other securities in respect of, in lieu of or in substitution for its Equity Interests, or repurchase or otherwise acquire, directly or indirectly, any of its Equity Interests except for Permitted Issuances;

(d)Material Contracts. (i) Enter into, amend or modify any (A) Contract that would (if entered into, amended or modified prior to the Agreement Date) constitute a Material Contract (except for Standard Inbound IP Licenses and Standard Outbound IP Licenses that do not otherwise include any of the restrictions set forth in Section 2.7 (Restrictions on Business Activities)) or (B) Material Contract requiring a novation or consent in connection with the Merger or the other Transactions (other than amendments or modifications which remove such requirement), (ii) violate, terminate, amend or modify (including by entering into a new Contract with such party or otherwise) or waive any of the material terms of any of its Material Contracts or of the Stockholder Agreement or (iii) enter into, amend, modify or terminate any Contract or waive, release or assign any rights or claims thereunder, which if so entered into, modified, amended, terminated, waived, released or assigned would be reasonably likely to (A) materially impair the ability of the Company, any of the Subsidiaries or the Converting Holders’ Agent to perform their respective obligations under this Agreement or the Stockholder Agreement or (B) prevent or materially delay or impair the consummation of the Merger and the other Transactions;

(e)Issuance of Equity Interests. Issue, deliver, grant or sell or authorize or propose the issuance, delivery, grant or sale of, or purchase or propose the purchase of, any Company Voting Debt or any Equity Interests, or enter into or authorize or propose to enter into any Contracts of any character obligating it to issue any Equity Interests, other than: (i) the issuance of shares of Company Common Stock pursuant to the exercise of Company Options that are outstanding as of the Agreement Date and (ii) the repurchase of any shares of Company Capital Stock from former employees, non-employee directors and consultants in accordance with Contracts providing for the repurchase of shares in connection with any termination of service (clauses (i)-(ii), “Permitted Issuances”);

(f)Employees; Consultants; Independent Contractors. (i) hire, or offer to hire, any additional officers or other employees (in the case of non-officers, with an annual base salary in excess of $150,000), or any consultants or independent contractors, (ii) terminate the employment, change the title, office or position, or materially reduce the responsibilities of any key employee of the Company or any of the Subsidiaries, (iii) enter into, amend or extend the term of any employment or consulting agreement with, or Company Option held by, any officer, employee, consultant or independent contractor, (iv) enter into any Contract with a labor union or collective bargaining agreement (unless required by Applicable Law) or (v) add any new members to the Board;

(g)Loans and Investments. Make any loans or advances (other than routine expense advances to employees of the Company or any of the Subsidiaries consistent with past practice) to, or any investments in or capital contributions to, any Person, or forgive or discharge in whole or in part any outstanding loans or advances, or prepay any indebtedness for borrowed money;

(h)Intellectual Property. Sell, transfer or license from any Person any rights to any Intellectual Property, or sell, transfer or license to any Person any rights to any Company Intellectual Property (other than (i) Standard Outbound IP Licenses pursuant to the Company’s or the Subsidiaries’ standard end user agreements that do not otherwise include any of the restrictions set forth in Section 2.7 (Restrictions on Business Activities) and (ii) employee invention assignment agreements and consulting agreements with Authors on the Company’s or any of the Subsidiaries’ standard form of agreement, copies of which have been provided to Acquirer), or sell, transfer or provide a copy of any Company Source Code to any Person (including any current or former employee or consultant of the Company or any of the Subsidiaries or any contractor or commercial partner of the Company or any of the Subsidiaries) (other than providing access to Company Source Code to current employees and consultants of the Company or any of the Subsidiaries involved in the development of the Company Products on a need to know basis in the ordinary course of business consistent with past practice);

(i)Patents. Take any action regarding a patent, patent application or other Company Registered Intellectual Property, other than filing continuations for existing patent applications or completing or renewing registrations of existing patents, domain names, trademarks or service marks in the ordinary course of business consistent with past practice;

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(j)Dispositions. Sell, lease, license or otherwise dispose or permit to lapse of any of its tangible or intangible assets, other than sales and nonexclusive licenses of Company Products and Company Intellectual Property in the ordinary course of business consistent with past practice, or enter into any Contract with respect to the foregoing;

(k)Indebtedness. Incur any indebtedness for borrowed money or guarantee any such indebtedness other than Company Debt;

(l)Payment of Obligations. Pay, discharge or satisfy (i) any Liability to any Person who is an officer, director or stockholder of the Company or any of the Subsidiaries (other than compensation due for services as an officer or director) or (ii) any claim or Liability arising other than in the ordinary course of business consistent with past practice, other than the payment, discharge or satisfaction of Liabilities reflected or reserved against in the Financial Statements and Transaction Expenses, or defer payment of any accounts payable other than in the ordinary course of business consistent with past practice, or give any discount, accommodation or other concession other than in the ordinary course of business consistent with past practice, in order to accelerate or induce the collection of any receivable;

(m)Capital Expenditures. Make any capital expenditures, capital additions or capital improvements in excess of $100,000 individually or $250,000 in the aggregate;

(n)Insurance. Materially change the coverage amount of, or terminate, any insurance policy;

(o)Termination or Waiver. Cancel, release or waive any claims or rights of material value to the Company and the Subsidiaries (taken as a whole) held by the Company or any of the Subsidiaries;

(p)Employee Benefit Plans; Pay Increases. (i) Adopt or amend any employee or compensation benefit plan, including any stock issuance or stock option plan, or amend any compensation, benefit, entitlement, grant or award provided or made under any such plan, except in each case as required under ERISA, Applicable Law or as necessary to maintain the qualified status of such plan under the Code, (ii) materially amend any deferred compensation plan within the meaning of Section 409A of the Code and the regulations thereunder, except to the extent necessary to meet the requirements of such Section, (iii) pay any special bonus or special remuneration to any employee or non-employee director or consultant or (iv) increase the salaries, wage rates or fees of its employees or consultants;

(q)Severance Arrangements. Grant or pay, or enter into any Contract providing for the granting of any severance, retention or termination pay, or other benefits, to any Person (other than payments that have been disclosed to Acquirer and are set forth on Schedule 4.2(q) of the Company Disclosure Letter);

(r)Lawsuits; Settlements. (i) Commence a lawsuit other than (A) for the routine collection of bills, (B) in such cases where the Company in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business (provided that the Company consults with Acquirer prior to the filing of such a suit) or (C) for a breach of this Agreement or (ii) settle or agree to settle any pending or threatened lawsuit or other dispute;

(s)Acquisitions. Acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets that are material, individually or in the aggregate, to the Company and the Subsidiaries (taken as a whole) or the Business, or enter into any Contract with respect to a joint venture, strategic alliance or partnership;

(t)Taxes. Make or change any election in respect of Taxes, adopt or change any accounting method in respect of Taxes, file any federal, state, or foreign income Tax Return or any other material Tax Return without the consent of Acquirer prior to filing, file any amendment to a federal, state,

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or foreign income Tax Return or any other material Tax Return, enter into any Tax sharing or similar agreement or closing agreement, assume any Liability for the Taxes of any other Person (whether by Contract or otherwise), settle any claim or assessment in respect of Taxes, consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes, enter into intercompany transactions giving rise to deferred gain or loss of any kind or take any other similar action relating to the filing of any Tax Return or the payment of any Tax if such similar action would have the effect of increasing the Tax liability of Acquirer or its Affiliates for any period ending after the Closing Date or decreasing any Tax attribute of the Company or any of the Subsidiaries existing on the Closing Date;

(u)Accounting. Change accounting methods or practices (including any change in depreciation or amortization policies) or revalue any of its assets (including writing down the value of inventory or writing off notes or accounts receivable otherwise than in the ordinary course of business), except in each case as required by changes in GAAP as concurred with its independent accountants and after notice to Acquirer;

(v)Real Property. Enter into any agreement for the purchase, sale or lease of any real property;

(w)Encumbrances. Place or allow the creation of any Encumbrance (other than a Permitted Encumbrance) on any of its properties;

(x)Warranties, Discounts. Materially change the manner in which it provides warranties, discounts or credits to customers;

(y)Interested Party Transactions. Enter into any Contract that, if entered prior to the Agreement Date, would be required to be listed on Schedule 2.13 of the Company Disclosure Letter;

(z)Subsidiaries. Take any action that would result in the Company having one or more Subsidiaries (other than as listed on Schedule 2.1(b) of the Company Disclosure Letter); and

(aa)Other. Take or agree in writing or otherwise to take, any of the actions described in clauses (a) through (z) in this Section 4.2.

4.3Certain Limitations. Notwithstanding anything to the contrary in this Article IV, Acquirer and the Company acknowledge and agree that (a) nothing in this Agreement shall give Acquirer, directly or indirectly, the right to control or direct the Company’s operations for purposes of the HSR Act prior to the expiration or termination of any applicable waiting period pursuant to the HSR Act and (b) no consent of Acquirer shall be required with respect to any matter set forth in this Agreement to the extent the requirement of such consent would violate any Antitrust Law.

Article V
Additional Agreements

5.1Board Recommendation, Stockholder Approval and Stockholder Notice.

(a)The Board shall unanimously recommend that the Company Stockholders vote in favor of the adoption of this Agreement, and neither the Board nor any committee thereof shall withhold, withdraw, amend or modify, or propose or resolve to withhold, withdraw, amend or modify in a manner adverse to Acquirer, the unanimous recommendation of the Board that the Company Stockholders vote in favor of the adoption of this Agreement and approval of the principal terms of the Merger.

(b)The Company shall take all action necessary in accordance with this Agreement, the DGCL, the CCC, the Certificate of Incorporation and the Bylaws to obtain the Requisite Stockholder Approval. The Company’s obligation to obtain the Requisite Stockholder Approval pursuant to this Section 5.1 shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal or the withholding, withdrawal, amendment or

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modification by the Board of its unanimous recommendation to the Company Stockholders in favor of the adoption of this Agreement. The Company shall use commercially reasonable efforts to obtain Written Consents executed by each Company Stockholder and to cause each Company Stockholder to execute or join the Stockholder Agreement. Upon obtaining the Company Stockholder Approval or the Requisite Stockholder Approval, as applicable, the Company shall promptly deliver copies of the executed Written Consents or other documents evidencing the obtainment of the Company Stockholder Approval and the Requisite Stockholder Approval, respectively, to Acquirer.

(c)Promptly (and in any case within five (5) Business Days) after the Company obtains the Company Stockholder Approval, the Company shall prepare, with the cooperation of Acquirer, and mail to each Company Stockholder other than the Consenting Stockholders, a notice (as it may be amended or supplemented from time to time, the “Stockholder Notice”) comprising (i) the notice contemplated by Section 228(e) of the DGCL of the taking of a corporate action without a meeting by less than a unanimous written consent, (ii) the notice contemplated by Section 262(d)(2) of the DGCL, together with a copy of Section 262 of the DGCL, (iii) the notice contemplated by Chapter 13 of the CCC, together with a copy of Sections 1300-1304 of the CCC and (iv) an information statement to the Company Stockholders in connection with the solicitation of their signatures to a Written Consent. The Stockholder Notice shall include (x) a statement to the effect that the Board had unanimously recommended that the Company Stockholders vote in favor of the adoption of this Agreement and approval of the principal terms of this Agreement and (y) such other information as Acquirer and the Company may agree is required or advisable under the DGCL or the CCC to be included therein. Prior to its mailing, the Stockholder Notice shall have been approved by Acquirer (such approval not to be unreasonably withheld, conditioned or delayed), and, following its mailing, no amendment or supplement to the Stockholder Notice shall be made by the Company without the approval of Acquirer (such approval not to be unreasonably withheld, conditioned or delayed). Each of Acquirer and the Company agrees to provide promptly to the other such information concerning its business, financial statements and affairs as, in the reasonable judgment of Acquirer or its counsel, may be required or advisable to be included under the DGCL or the CCC in the Stockholder Notice or in any amendment or supplement thereto, and Acquirer and the Company agree to cause their respective Representatives to cooperate in the preparation of the Stockholder Notice and any amendment or supplement thereto.

5.2No Solicitation.

(a)During the period from the Agreement Date and continuing until the earlier of the termination of this Agreement and the Effective Time, the Company will not, and the Company will not authorize or permit any of the Subsidiaries or any of its or their respective Representatives to, directly or indirectly, (i) solicit, initiate, seek, entertain, knowingly encourage, facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to, or that could reasonably be expected to lead to, any Acquisition Proposal, (v) submit any Acquisition Proposal to the vote of any Company Stockholders or (vi) enter into any other transaction or series of transactions not in the ordinary course of business consistent with past practice, the consummation of which would impede, interfere with, prevent or delay, or would reasonably be expected to impede, interfere with, prevent or delay, the consummation of the Merger or the other Transactions. The Company will, and will cause each of the Subsidiaries and its and their respective Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal and (B) immediately revoke or withdraw access of any Person (other than Acquirer and its Representatives) to any data room (virtual or actual) containing any non-public information with respect to the Company or any of the Subsidiaries in connection with an Acquisition Proposal and request from each Person (other than Acquirer and its Representatives) the prompt return or destruction of all non-public information with respect to the

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Company or any of the Subsidiaries previously provided to such Person in connection with an Acquisition Proposal. If any of the Subsidiaries or any of the Company’s or the Subsidiary’s Representatives, whether in his, her or its capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 5.2 not to authorize or permit such Representative to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 5.2.

(b)The Company shall promptly (but in any event, within one Business Day) notify Acquirer orally and in writing after receipt by the Company or any of the Subsidiaries (or, to the knowledge of the Company, by any of the Company’s or the Subsidiary’s Representatives), of (i) any Acquisition Proposal, (ii) any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) any other notice that any Person is considering making an Acquisition Proposal or (iv) any request for non-public information relating to the Company or any of the Subsidiaries or for access to any of the properties, books or records of the Company or any of the Subsidiaries by any Person or Persons other than Acquirer and its Representatives. Such notice shall describe (A) the material terms and conditions of such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request, including, but not limited to, the amount and type of consideration and (B) to the extent not prohibited pursuant to the terms of a confidentiality agreement in effect prior to the date of the exclusivity agreement, dated October 16, 2021, by and between the Company and Acquirer, the identity of the Person making any such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request. The Company shall keep Acquirer fully informed of the status and details of, and any modification to, any such inquiry, expression of interest, proposal or offer and any correspondence or communications related thereto and shall provide to Acquirer a true, correct and complete copy (subject to any required redactions pursuant to the terms of a confidentiality agreement in effect prior to the date of this Agreement) of such inquiry, expression of interest, proposal or offer and any amendments, correspondence and communications related thereto, if it is in writing, or a reasonable written summary thereof, if it is not in writing. The Company shall provide Acquirer with 48 hours’ prior notice (or such lesser prior notice as is provided to the members of the Board) of any meeting of the Board at which the Board is reasonably expected to discuss any Acquisition Proposal.

5.3Confidentiality; Public Disclosure.

(a)The parties hereto acknowledge that Acquirer and the Company have previously executed a mutual non-disclosure agreement, dated as of April 27, 2021 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any party hereto disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, a party hereto shall be permitted to disclose any and all terms to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with Applicable Law (including in connection with making any filings to report the Transactions under the Antitrust Laws or in responding to any request for information or documents made by a Governmental Entity investigating the transactions described herein under the Antitrust Laws) and the rules of the NYSE. Notwithstanding anything herein to the contrary, following Closing, the Converting Holders’ Agent shall be permitted to: (i) after the public announcement of the Merger, announce that it has been engaged to serve as the Converting Holders’ Agent in connection herewith as long as such announcement does not disclose any of the other terms hereof; and (ii) disclose information as required by law or to representatives of the Converting Holders’ Agent and to the Converting Holders, in each case who have a need to know such information, provided that such persons are subject to confidentiality obligations with respect thereto.

(b)The Company shall not, and shall cause each of the Subsidiaries and its and their respective Representatives not to, issue any press release or other public communications relating to the terms of this Agreement or the Transactions or use Acquirer’s name or refer to Acquirer directly or indirectly in connection with Acquirer’s relationship with the Company and/or the Subsidiaries in any media interview, advertisement, news release, press release or professional or trade publication, or in any print media, whether or not in response to an inquiry, without the prior written approval of Acquirer,

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unless required by Applicable Law (in which event a satisfactory opinion of counsel to that effect shall be first delivered to Acquirer prior to any such disclosure) and except as reasonably necessary for the Company to obtain the Company Stockholder Approval and the Requisite Stockholder Approval and the other consents and approvals of the Company Stockholders and other third parties contemplated by this Agreement. Notwithstanding anything to the contrary contained herein or in the Confidentiality Agreement, Acquirer may make such public communications regarding this Agreement or the Transactions as Acquirer may determine is reasonably appropriate.

5.4Reasonable Best Efforts; Regulatory Approvals.

(a)Each of the parties hereto agrees to use its reasonable best efforts, and to cooperate with each other party hereto, to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, appropriate or desirable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including the satisfaction of the respective conditions set forth in Article VI, and including to execute and deliver such other instruments and do and perform such other acts and things as may be necessary or reasonably desirable for effecting completely the consummation of the Merger and the other Transactions.

(b)As promptly as practicable after the Agreement Date (unless already completed prior to the Agreement Date), Acquirer and the Company shall, or shall cause their “ultimate parent entity” as that term is defined in the HSR Act to, execute and file, or join in the execution and filing of, any application, notification (including the provision of any required information in connection therewith) or other document that may be required under the HSR Act or any other foreign Applicable Law designed to prohibit, restrict or regulate actions having the purpose or effect of substantially lessening competition, monopolization or restraint of trade (collectively with the HSR Act, the “Antitrust Laws”) in order to obtain the authorization, approval or consent of any Governmental Entity, or expiration or termination of the applicable waiting periods under such Antitrust Laws, that may be reasonably required, or that Acquirer may reasonably request to be made, in connection with the consummation of the Transactions. Acquirer and the Company shall each use their respective reasonable best efforts to obtain, and to cooperate with each other to obtain promptly, all such authorizations, approvals, consents, expirations and terminations, and Acquirer shall pay the full amount of any filing fees associated therewith.

(c)Notwithstanding anything to the contrary herein, it is expressly understood and agreed that: (i) neither Acquirer nor the Company shall have any obligation to litigate or contest any Legal Proceeding challenging any of the Transactions as violative of any Antitrust Law and (ii) Acquirer shall be under no obligation to proffer, make proposals, negotiate, execute, carry out or submit to agreements or Orders providing for (A) the sale, transfer, license, divestiture, encumbrance or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets, categories of assets, operations or categories of operations of Acquirer or any of its Affiliates or of the Company or any of the Subsidiaries, (B) the discontinuation of any product or service of Acquirer or any of its Affiliates or of the Company or any of the Subsidiaries, (C) the licensing or provision of any technology, software or other Intellectual Property of Acquirer or any of its Affiliates or of the Company or any of the Subsidiaries to any Person, (D) the imposition of any limitation or regulation on the ability of Acquirer or any of its Affiliates to freely conduct their business or own their respective assets, (E) the holding separate of the shares of Company Capital Stock or any limitation or regulation on the ability of Acquirer or any of its Affiliates to exercise full rights of ownership of the shares of Company Capital Stock or (F) any actions that are not conditioned on the occurrence of the Closing (any one or more of the foregoing actions, an “Antitrust Restraint”).

(d)Each of Acquirer and the Company shall promptly inform the other of any material communication between such party and any Governmental Entity regarding any of the Transactions. Subject to Applicable Law relating to the exchange of information, Acquirer shall have the right (i) to determine strategy and direct all matters with any Governmental Entity relating to the Transactions and (ii) to review in advance any filing, application, notification or other document (other than any documentary attachments required under the HSR Act) to be submitted by the Company to any Governmental Entity under any Antitrust Law; provided that, to the extent practicable, Acquirer shall consult with the Company and consider in good faith the views of the Company with respect to the information related to the Company that appears in any such filing, application, notification or other

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document. If Acquirer or any Affiliate of Acquirer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to any of the Transactions, then Acquirer shall make or cause to be made, as soon as reasonably practicable, a response in compliance with such request. If the Company or any of the Subsidiaries or any Affiliate of the Company or any of the Subsidiaries receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to any of the Transactions, then the Company shall make or cause to be made, a response in compliance with such request. Neither Acquirer nor the Company or any of their respective subsidiaries shall, without the prior written consent of the other party, participate in or permit any of its or any of its subsidiaries’ respective Representatives to participate in any telephonic, in-person, or other meeting with any Governmental Entity relating to the Transactions without the other party unless the Governmental Entity objects to such participation by the other party. The Company or any of the Subsidiaries shall not without the prior written consent of Acquirer proffer, make proposals, negotiate, execute, carry out or submit to any agreements or Orders providing for any actions that would constitute an Antitrust Restraint; provided that the Company or any of the Subsidiaries shall, if directed by Acquirer, agree to any such action that is conditioned on the consummation of the Merger. Without limiting the generality of the foregoing, each party shall provide to the other (or the other’s respective Representatives) upon request copies of all correspondence between such party and any Governmental Entity relating to the Transactions. The parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Section 5.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. Subject to Applicable Law, the parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Entity regarding the Transactions by or on behalf of any party.

5.5Third-Party Consents; Notices.

(a)Following consultation with Acquirer, the Company shall use commercially reasonable efforts to obtain prior to the Closing, and deliver to Acquirer at or prior to the Closing, all consents, waivers and approvals under each Contract listed or described on Schedule F and on Schedule 2.3(b) of the Company Disclosure Letter and give notices to third parties listed or described on Schedule F and on Schedule 2.3(b) of the Company Disclosure Letter. The Company will (a) consult with Acquirer before seeking such consents, amendments or terminations (as applicable) and providing such notices, (b) provide Acquirer with a reasonable opportunity to review and comment in advance on the forms of such consent requests and notices and (c) incorporate Acquirer’s reasonable comments in such consent requests and notices.

(b)The Company shall give all notices and other information required to be given to the employees of the Company and the Subsidiaries, any collective bargaining unit representing any group of employees of the Company or any of the Subsidiaries, and any applicable Governmental Entity under the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA and other Applicable Law in connection with the Transactions.

5.6Litigation. The Company shall (a) notify Acquirer in writing promptly after learning of any Legal Proceeding initiated by or against it, or known by the Company to be threatened against the Company or any of the Subsidiaries, or any of its directors, officers or employees or the Company Stockholders in their capacity as such (a “New Litigation Claim”), (b) notify Acquirer of ongoing material developments in any New Litigation Claim and (c) subject to reasonable measures to preserve attorney-client privilege and other applicable legal privileges, consult in good faith with Acquirer regarding the conduct of the defense of any New Litigation Claim.

5.7Access to Information.

(a)During the period from the Agreement Date and continuing until the earlier of the termination of this Agreement pursuant to Article VII and the Effective Time, and subject to compliance with Applicable Law, (i) the Company shall afford Acquirer and its Representatives reasonable access

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during Business Hours to (A) the Company’s and each of the Subsidiaries’ properties, personnel, books, Contracts and records and (B) all other information concerning the business, properties and personnel of the Company and each of the Subsidiaries as Acquirer may reasonably request and (ii) the Company shall provide to Acquirer and its Representatives true, correct and complete copies of the Company’s and each of the Subsidiaries’ (A) internal financial statements, (B) Tax Returns, Tax elections and all other records and workpapers relating to Taxes, (C) a schedule of any deferred intercompany gain or loss with respect to transactions to which the Company or any of the Subsidiaries has been a party and (D) receipts received for any Taxes paid to foreign Tax Authorities.

(b)Subject to compliance with Applicable Law, from the Agreement Date until the earlier of the termination of this Agreement and the Closing, the Company shall confer from time to time as requested by Acquirer with one or more Representatives of Acquirer to discuss any material changes or developments in the operational matters of the Company and each of the Subsidiaries and the general status of the ongoing operations of the Company and each of the Subsidiaries.

(c)No information or knowledge obtained by Acquirer during the pendency of the Transactions in any investigation pursuant to this Section 5.7 shall affect or be deemed to modify any representation, warranty, covenant, agreement, obligation or condition set forth herein.

(d)Within five days following the Agreement Date, the Company shall deliver to Acquirer a USB flash drive or other digital media evidencing the documents that were made available to Acquirer, which shall indicate, for each document, the date that such document was first uploaded to the data room.

5.8Spreadsheet. The Company shall prepare and deliver to Acquirer, in accordance with Section 5.13, a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to Acquirer, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing:

(a)the names of all of the Company Securityholders and their respective last addresses and e-mail addresses on record;

(b)the number and type of shares of Company Capital Stock held by all Company Stockholders (on a certificate-by-certificate basis and including certificate numbers and whether such shares are represented by Certificates);

(c)the number of shares of Company Capital Stock subject to and the exercise price per share in effect for each Company Option and each Company Warrant;

(d)the vesting status and schedule (including the vesting commencement date and any acceleration provisions) with respect to each Company Option;

(e)for each Company Option that was early exercised, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price;

(f)the calculation of Fully Diluted Company Common Stock and Amount Per Share;

(g)the calculation of aggregate cash amounts payable to each such Company Securityholder pursuant to Section 1.3(a) and the total amount of Taxes to be withheld therefrom;

(h)the calculation of each Converting Holder’s Pro Rata Share of the Escrow Amount (in both dollar and percentage terms);

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(i)the portion of the Merger Consideration payable to each Holdback Employee that is subject to a Holdback Agreement, the vesting schedule applicable to such consideration and the amount of consideration to be paid on each applicable vesting date;

(j)the total amount subject to any promissory note (including any applicable accrued interest) tendered to the Company for payment of the exercise price and applicable taxes in connection with the exercise of any Company Option as set forth in the Offer Letters of certain Named Employees, and the corresponding amount to be repaid with Merger Consideration; and

(k)a funds flow memorandum setting forth other information reasonably requested by Acquirer.

5.9Expenses; Company Debt. Whether or not the Merger is consummated, except as otherwise set forth herein, all costs and expenses incurred in connection with this Agreement and the Transactions (including Transaction Expenses) shall be paid by the party incurring such expense; provided that (i) at the Closing, Acquirer shall pay or cause to be paid all Transaction Expenses that are incurred but unpaid as of the Closing and (ii) the fees and expenses of the Reviewing Accountant, if any, shall be allocated as provided in Section 1.5(h). At, and subject to, the Closing, Acquirer shall repay or cause to be repaid all Company Debt then outstanding and that is reflected in the Company Closing Financial Certificate.

5.10Employees.

(a)With respect to any employee of the Company or any of the Subsidiaries who receives an offer of employment from Acquirer, its Affiliate, or the Surviving Corporation, the Company shall assist Acquirer with its efforts to enter into an offer letter. Notwithstanding anything to the contrary in the foregoing, with the exception of the Named Employees, none of Acquirer, Merger Sub and the Surviving Corporation shall have any obligation to make an offer of employment to any employee of the Company or any of the Subsidiaries. With respect to matters described in this Section 5.10, the Company will consult with Acquirer (and will consider in good faith the advice of Acquirer) prior to sending any notices or other communication materials to its employees. Effective no later than immediately prior to the Closing (or at such other time designated by Acquirer), the Company or its applicable Subsidiary shall terminate the employment of each of those employees who (i) if located in the United States, have not received an offer of continued employment with Acquirer, its Affiliate, or the Surviving Corporation prior to the Closing Date or, if located outside of the United States, who have been identified as non-continuing by Acquirer (the “Identified Employees”) or (ii) have declined an offer of continued employment with Acquirer, its Affiliate, or the Surviving Corporation or who have provided notice that they will not continue with Acquirer, its Affiliate, or the Surviving Corporation prior to the Closing Date (collectively, along with the Identified Employees, the “Designated Employees”), and the Company shall require such Designated Employees to execute a Separation Agreement (or similar document that contains a release of claims in favor of Acquirer and/or the Company and their Affiliates) as a condition to the receipt of any severance paid by the Company, and shall cause all unvested Company Options held by such Designated Employees to be terminated in accordance with their terms at the time of such termination.

(b)The Company shall ensure that there shall be no outstanding securities, commitments or agreements of the Company immediately prior to the Effective Time that purport to obligate the Company or any of the Subsidiaries to issue any shares of Company Capital Stock or Company Options under any circumstances other than Permitted Issuances.

(c)For purposes of determining eligibility to participate and vesting where length of service is relevant under any benefit plan or arrangement (other than a defined benefit plan) of Acquirer and to the extent permitted by Applicable Law and such benefit plans and subject to any applicable break in service or similar rules, Acquirer shall provide that the Continuing Employees shall receive service credit under Acquirer’s benefit plans or arrangements for their period of service with the Company or any of the Subsidiaries prior to the Closing to the same extent that such service was recognized for the same purpose under the corresponding Company Employee Plan, except where doing so would cause a duplication of benefits.

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(d)The Company shall use commercially reasonable efforts to cause all Designated Employees to enter into a Separation Agreement.

(e)The parties acknowledge and agree that all provisions contained in this Section 5.10 and Section 5.12 below are included for the sole benefit of the respective parties and shall not create any right (i) in any other Person, including any employee, officer, independent contractor, former employee or any participant or any beneficiary thereof in any Company Employee Plan or Acquirer benefit plan, or (ii) to continued employment with Acquirer, the Company, any of their Subsidiaries. After the Closing, notwithstanding the foregoing in this Section 5.10 and Section 5.12, nothing contained in this Section 5.10 and Section 5.12 is intended to be or shall be considered to be an amendment or adoption of any plan, program, agreement, arrangement or policy of Acquirer nor shall it interfere with Acquirer’s or any of its Subsidiaries’ right to amend, modify or terminate any Company Employee Plan or to terminate the employment of any employee of Acquirer, Company or their Subsidiaries for any reason.

5.11Termination of Benefit Plans. Effective as of the day immediately preceding the Closing Date, the Company or the Subsidiaries, as applicable, shall terminate the 401(k) Plan (unless Acquirer provides written notice to the Company no later than three Business Days prior to the Closing Date that such 401(k) Plan shall not be terminated). The Company shall provide Acquirer with evidence that such Company Employee Plan(s) and the Company Option Plan have been terminated (effective no later than the day immediately preceding the Closing Date) pursuant to resolutions of the Board or any applicable committee thereof. The form and substance of such resolutions shall be subject to review and approval by Acquirer. The Company also shall take such other actions in furtherance of terminating such Company Employee Plan(s) as Acquirer may reasonably require. In the event that termination of the Company’s 401(k) Plan would reasonably be anticipated to trigger liquidation charges, surrender charges or other fees then the Company or the Subsidiaries shall take such actions as are necessary to reasonably estimate the amount of such charges and/or fees and provide such estimate in writing to Acquirer.

5.12Acquirer Retention. Prior to the Closing, Acquirer will allocate an aggregate of approximately $75,000,000 of restricted stock units to certain Continuing Employees, to be determined by Acquirer (the “Awards”) in consultation with the Company, which Awards will be granted by Acquirer reasonably promptly following the Closing (and in any case within ten (10) Business Days following the Closing); provided that, if following the allocation of such Awards, a Company employee does not become a Continuing Employee, the amount previously allocated to such Company employee will not be allocated to other Continuing Employees. Awards will be subject to all of the terms and conditions set forth (i) in such Continuing Employee’s offer letter with Acquirer or a separate letter from Acquirer, (ii) in Acquirer’s 2017 Equity Incentive Plan and related award agreement to be entered into between the recipients of such Awards and Acquirer, which will provide for vesting over three years (with a one-year cliff and then equal quarterly vesting thereafter, commencing on the first regular quarterly vesting date occurring after the Closing Date) subject to the Continuing Employee’s continued Service (as defined in Acquirer’s 2017 Equity Incentive Plan) and (iii) in Section 5.12(iii) of the Company Disclosure Letter with respect to Company employees set forth on Section 5.12(iii) of the Company Disclosure Letter. In the event a Continuing Employee who has been issued an Award, as set forth in their offer letter or a separate letter from Acquirer, terminates employment with Acquirer prior to such Award becoming fully vested, such unvested Award shall be forfeited and shall not be reallocated to any other Continuing Employee.

5.13Certain Closing Certificates and Documents. The Company shall prepare and deliver to Acquirer a draft of each of the Company Closing Financial Certificate and the Spreadsheet not later than five Business Days prior to the Closing Date and a final version of the Company Closing Financial Certificate and the Spreadsheet to Acquirer not later than three Business Days prior to the Closing Date. In the event that Acquirer notifies the Company that there are reasonably apparent errors in the drafts of the Company Closing Financial Certificate and/or the Spreadsheet, Acquirer and the Company shall discuss such errors in good faith and the Company shall correct such errors prior to delivering the final versions of the same in accordance with this Section 5.13. Without limiting the foregoing or Section 5.7, the Company shall provide to Acquirer, together with the Company Closing Financial Certificate and the Spreadsheet, such supporting documentation, information and calculations as are reasonably necessary for

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Acquirer to verify and determine the calculations, amounts and other matters set forth in the Company Closing Financial Certificate and the Spreadsheet.

5.14Tax Matters.

(a)Each of Acquirer, the Converting Holders’ Agent, the Company Securityholders and the Company shall (and the Company shall cause the Subsidiaries to) cooperate fully, as and to the extent reasonably requested by any of the others, in connection with the filing of Tax Returns and any Legal Proceeding with respect to Taxes. Such cooperation shall include: (i) the retention and (upon request therefor) the provision of records and information reasonably relevant to any such Legal Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder; and (ii) authorizing the Company’s existing tax return preparers to take direction from the Converting Holders’ Agent with respect to the preparation of Seller Prepared Tax Returns (as defined below). Acquirer, the Company (and the Company shall cause the Subsidiaries to), the Converting Holders’ Agent and the Company Securityholders agree to retain all books and records in their possession with respect to Tax matters pertinent to the Company and the Subsidiaries relating to any Taxable period beginning before the Closing Date until expiration of the statute of limitations of the respective Taxable periods, and to abide by all record retention agreements entered into with any Tax Authority.

(b)The Company agrees, and the Company shall cause the Subsidiaries and each Company Securityholder to further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the Transactions).

(c)The Company will (and will cause the Subsidiaries to) prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for the Company and each of the Subsidiaries for all Taxable periods ending on or prior to the Closing Date that are filed on or prior to the Closing Date. The Converting Holders’ Agent will prepare or cause to be prepared all Tax Returns with respect to the Company for all Taxable periods ending on or prior to the Closing Date that are filed after the Closing Date (such Tax Returns, the “Seller Prepared Tax Returns”). All Seller Prepared Tax Returns shall be prepared in accordance with past practice unless otherwise required by Applicable Law; provided that on the Company’s United States federal income Tax return for the Taxable year ending on the Closing Date, the Company shall (i) file a request under Section 446(e) of the Code and, to the extent applicable, IRS Revenue Procedure 2019-43, for an accounting method change to treat deferred revenue consistent with the requirements of Applicable Law and (ii) file a request to allocate to such Taxable year the entire amount of the adjustments under Section 481(c) of the Code resulting from such accounting method change. The Converting Holders’ Agent shall provide Acquirer a copy of each Seller Prepared Tax Return that is an income or other material Tax Return at least 15 Business Days before such Tax Returns are filed and shall incorporate any comments that are reasonably requested by Acquirer in good faith within ten days of Acquirer’s receipt of such Tax Return. The Company will direct the tax return preparer to timely file (taking into account all extensions validly obtained) with the appropriate Governmental Entity each Seller Prepared Tax Return (as revised consistent with the immediately preceding sentence) at the Converting Holders’ expense and will cause a copy of such filed Tax Return to be provided to the Converting Holders’ Agent. Acquirer will prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns with respect to the Company and each of the Subsidiaries for all Taxable periods ending after the Closing Date.

(d)The Converting Holders’ Agent shall promptly notify Acquirer in writing upon receipt by the Converting Holders or the Converting Holders’ Agent, and Acquirer shall promptly notify the Converting Holders’ Agent in writing upon receipt by Acquirer, any of its Affiliates, or the Company, of notice of any pending or threatened federal, state, local or foreign Tax audits, examinations or assessments which might affect the Tax Liabilities of the Company or any of the Subsidiaries for Pre-Closing Taxes or that otherwise could result in Indemnifiable Damages in respect of Taxes (a “Tax Proceeding”); provided that failure to provide notice of a Tax Proceeding shall not relieve any party of its obligations pursuant to this Agreement except to the extent such party was materially prejudiced by such failure. Acquirer shall conduct the defense of any Tax Proceedings; provided however, that (i) the

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Converting Holders’ Agent may, at the Converting Holders’ expense, participate in any such Tax Proceeding that is solely with respect to a Pre-Closing Tax Period and (ii) Acquirer shall provide the Converting Holders’ Agent with copies of all correspondence with the applicable Tax Authority with respect to any Tax Proceeding. Acquirer shall have the right at its sole discretion to settle or resolve any Tax Proceeding. This Section 5.14(d), and not Section 8.8, shall govern any Tax Proceeding.

(e)Acquirer shall notify the Converting Holders’ Agent reasonably in advance of (i) amending any Tax Returns for any Pre-Closing Tax Period, (ii) making, changing or revoking any Tax election that has retroactive effect to any Pre-Closing Tax Period, or (iii) entering into any voluntary disclosure or similar agreement, or otherwise voluntarily disclosing information to a Governmental Entity, with respect to any Pre-Closing Tax Period, in each case unless such action could not reasonably be expected to result in an indemnification obligation of the Converting Holders.

5.15280G Stockholder Approval. Promptly following the execution of this Agreement, and in any case, no later than three days prior to the Effective Time, the Company shall submit to the Company Stockholders for approval (in a manner reasonably satisfactory to Acquirer), by such number of holders of Company Capital Stock as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments and/or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by Acquirer, such approval not to be unreasonably withheld, conditioned or delayed), such that such payments and benefits shall not be deemed to be Section 280G Payments, and prior to the Closing, the Company shall deliver to Acquirer notification and documentation reasonably satisfactory to Acquirer that a vote of the holders of Company Capital Stock was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and (a) the requisite stockholder approval was obtained with respect to any payments and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) or (b) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments and/or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the Parachute Payment Waivers that were executed by the affected individuals prior to the solicitation of the vote of the holders of Company Capital Stock pursuant to this Section 5.15.

5.16Indemnification of Directors and Officers.

(a)At or prior to the Closing, the Company shall obtain a “tail” or “run off” insurance policy for directors’ and officers’ liability insurance, on mutually agreeable terms with a claims period of six (6) years from the Effective Time with at least the same coverage and amount and containing terms and conditions that are not less advantageous to the directors and officers of the Company as to the Company’s existing policies with respect to claims arising out of or relating to events which occurred before or at the Effective Time.

(b)From and after the Effective Time, in the event of any threatened or actual Legal Proceeding, whether civil, criminal or administrative, in which any Person who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any Subsidiary, or who is or was serving at the request of the Company or any Subsidiary as a director or officer of another Person, is, or is threatened to be, made a party or witness (any such person, a “D&O Indemnified Person”) based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to, (i) the fact that such Person is serving or did serve in any such capacity, (ii) this Agreement (including the negotiation, entry into or performance thereof), or (iii) any acts or omissions by such Person in such capacity which occurred at or prior to the Effective Time, the Company shall, and Acquirer shall cause the Surviving Corporation to, (1) indemnify, defend and hold harmless, as and to the fullest extent permitted or required by Applicable Law, each such Person against any losses (including reimbursement for legal and other fees and expenses incurred in advance of the final disposition of any such matter or investigation to the fullest extent permitted by Applicable Law, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), judgments, fines and amounts paid in settlement in connection with any such threatened or actual Legal Proceeding and (2) fulfill its indemnification, exculpation and expense advancement obligations to each such Person pursuant

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to the terms of the organizational documents of the Company and any indemnification agreements entered into by the Company as in effect on the date hereof.

(c)This Section 5.16 shall survive the consummation of the Merger, is intended to benefit the Company, the Surviving Corporation and the D&O Indemnified Persons, shall be binding on all successors and assigns of the Surviving Corporation and shall be enforceable by the D&O Indemnified Persons. The obligations of Acquirer, the Surviving Corporation, and their respective successors under this Section 5.16 shall not be terminated, amended, or otherwise modified in such a manner as to adversely affect any such D&O Indemnified Persons (or his or her heirs, personal representatives, successors, or assigns) without the prior written consent of such D&O Indemnified Persons (or his or her heirs, personal representatives, successors, or assigns, as applicable).

5.17Open Source Remediation. The Company shall use commercially reasonable efforts to complete, as soon as reasonably practicable, but in no event more than thirty (30) days, following the Agreement Date, the remediation with respect to Open Source attribution as set forth on Section 5.17 of the Company Disclosure Letter and cooperate with Acquirer to enable Acquirer to verify that such actions have been completed to Acquirer’s reasonable satisfaction.

5.18 [*].

5.19Company Bonuses. Promptly following the Closing, the Company will pay to each of the individuals set forth on Schedule I (each, a “Bonus Recipient”) a bonus in the amount equal to, with respect to each vested In the Money Option held by such Bonus Recipient prior to the cancellation of such In the Money Options as described in the Option Waiver issued pursuant to Section 1.2(b)(xxii), (i) the Amount Per Share minus (ii) the per share exercise price of such In the Money Option, to be paid contingent upon the Closing (the “Company Bonus”); provided that a Company Bonus shall only be paid to a Bonus Recipient if such Bonus Recipient has executed an Option Waiver and Bonus Agreement prior to the Closing and has not exercised such In the Money Options.

Article VI
Conditions to the Merger

6.1Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party hereto to consummate the Transactions shall be subject to the satisfaction or waiver in writing at or prior to the Closing of each of the following conditions:

(a)Company Stockholder Approval. The Company Stockholder Approval shall have been duly and validly obtained.

(b)Illegality. No Order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Merger shall be in effect, and no action shall have been taken by any Governmental Entity seeking any of the foregoing, and no Applicable Law or Order shall have been enacted, entered, enforced or deemed applicable to the Merger that makes the consummation of the Merger illegal.

(c)All filings with and approvals of any Governmental Entity required to be made or obtained in connection with the Transactions shall have been made or obtained and shall be in full force and effect and the applicable waiting period under the HSR Act and other applicable Antitrust Laws, including any extensions thereof agreed to by the parties and the relevant Governmental Entities, shall have expired or early termination of such waiting period shall have been granted by the applicable Governmental Entity.

6.2Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Transactions shall be subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions (itbeingunderstoodandagreed that each such condition is solely for the benefit of the Company and may be waived by the Company in writing in its sole discretion without notice or Liability to any Person):

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(a)Representations, Warranties and Covenants. The representations and warranties made by Acquirer herein shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or Material Adverse Effect, which representations and warranties as so qualified shall be true and correct in all respects) on and as of the Agreement Date and on and as of the Closing Date as though such representations and warranties were made on and as of such dates (except for representations and warranties that address matters only as to a specified date or dates, which representations and warranties shall be true and correct with respect to such specified date or dates). Acquirer shall have performed and complied in all material respects with all covenants, agreements and obligations herein required to be performed and complied with by Acquirer at or prior to the Closing.

(b)Receipt of Closing Deliveries. The Company shall have received each of the agreements, instruments, certificates and other documents set forth in Section 1.2(a).

6.3Additional Conditions to the Obligations of Acquirer. The obligations of Acquirer and Merger Sub to consummate the Transactions shall be subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions (itbeingunderstoodandagreed that each such condition is solely for the benefit of Acquirer and Merger Sub and may be waived by Acquirer (on behalf of itself and/or Merger Sub) in writing in its sole discretion without notice or Liability to any Person):

(a)Representations and Warranties. The representations and warranties made by the Company herein (other than the Special Representations) shall be true and correct in all respects on and as of the Agreement Date and on and as of the Closing Date as though such representations and warranties were made on and as of such dates (except for representations and warranties that address matters only as to a specified date or dates, which representations and warranties shall be true and correct with respect to such specified date or dates), except where such failure to be true and correct would not reasonably be expected to have a Material Adverse Effect with respect to the Company.

(b)Special Representations. The Special Representations shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or Material Adverse Effect, which representations and warranties as so qualified shall be true and correct in all respects) on and as of the Agreement Date and on and as of the Closing Date as though such representations and warranties were made on and as of such dates (except for representations and warranties that address matters only as to a specified date or dates, which representations and warranties shall be true and correct with respect to such specified date or dates).

(c)Covenants. The Company shall have performed and complied in all material respects with all covenants, agreements and obligations herein required to be performed and complied with by the Company at or prior to the Closing.

(d)Receipt of Closing Deliveries. Acquirer shall have received each of the agreements, instruments, certificates and other documents set forth in Section 1.2(b).

(e)Injunctions or Restraints on Conduct of Business. No Order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition limiting or restricting Acquirer’s ownership, conduct or operation of the Business following the Closing, including any Antitrust Restraint, shall be in effect, and no Legal Proceeding seeking any of the foregoing, or any other injunction, restraint or material damages in connection with the Merger or the other Transactions or prohibiting or limiting the consummation of the Transactions, shall be pending or threatened.

(f)No Legal Proceedings. No Governmental Entity or other Person shall have commenced or threatened to commence or continue any Legal Proceeding relating to the Transactions and arising under applicable Antitrust Laws, seeking the recovery of a material amount of damages in connection with the Merger or the other Transactions or seeking to prohibit or limit the exercise by Acquirer of any material right pertaining to ownership of Equity Interests of the Surviving Corporation.

(g)No Material Adverse Effect. There shall not have occurred a Material Adverse Effect with respect to the Company and the Subsidiaries (taken as a whole) that is continuing.

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(h)Employees.

(i)(A) Each Named Employee shall have signed an Offer Letter, a Non-Competition Agreement, and Optionholder Agreement, each of which shall continue to be in full force and effect, and no action shall have been taken by any such individual to rescind any of such agreements, (B) each Holdback Employee shall have signed a Holdback Agreements, each of which shall continue to be in full force and effect, and no action shall have been taken by any such individual to rescind any of such agreements and (C) the employment of each of the Designated Employees shall have been terminated, effective no later than immediately prior to the Closing.

(ii)No fewer than 80% of the engineering and product-focused employees of the Company and the Subsidiaries set forth on Schedule J who have received offers of continuing employment from Acquirer (other than the Named Employees) shall have remained continuously employed with the Company or such Subsidiary from the Agreement Date through the Closing and shall become Continuing Employees pursuant to the execution of an offer letter, which shall continue to be in full force and effect, and no action shall have been taken by any such individual to rescind any of such agreement; provided that the Company shall be permitted to replace any of the employees on Schedule J for purposes of this Section 6.3(h)(ii) with employees with appropriate skills suited for the applicable position to support the Company’s continued execution of the Roadmap.

(i)Requisite Stockholder Approval. This Agreement shall have been duly and validly adopted and the Merger shall have been duly and validly approved under the DGCL, the CCC, the Certificate of Incorporation and the Bylaws, each as in effect at the time of such adoption and approval, by holders of outstanding Company Capital Stock representing at least 90% of all shares of Company Capital Stock outstanding as of immediately prior to the Closing and at least 90% of the voting power of all shares of Company Capital Stock outstanding as of immediately prior to the Closing (collectively, the “Requisite Stockholder Approval”).

(j)Section 280G Matters. The Company shall have delivered to Acquirer the notification and evidence required by Section 5.15.

Article VII
Termination

7.1Termination. At any time prior to the Closing, this Agreement may be terminated and the Merger abandoned by authorized action taken by the terminating party, whether before or after the Company Stockholder Approval is obtained:

(a)by mutual written consent duly authorized by Acquirer and the Board;

(b)by either Acquirer or the Company, by written notice to the other, if the Closing shall not have occurred on or before July 6, 2022 or such other date that Acquirer and the Company may agree upon in writing (the “Termination Date”); provided, that the right to terminate this Agreement under this Section 7.1(b) shall not be available to any party whose breach of any covenant, agreement or obligation hereunder will have been the principal cause of, or will have directly resulted in, the failure of the Closing to occur on or before the Termination Date;

(c)by either Acquirer or the Company, by written notice to the other, if any Order of a Governmental Entity of competent authority preventing the consummation of the Merger shall have become final and non-appealable;

(d)by Acquirer, by written notice to the Company, if (i) there shall have been an inaccuracy in any representation or warranty made by, or a breach of any covenant, agreement or obligation of, the Company herein and such inaccuracy or breach shall not have been cured within twenty (20) Business Days after receipt by the Company of written notice of such inaccuracy or breach and, if not cured within such period and at or prior to the Closing, such inaccuracy or breach would result in the

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failure of any of the conditions set forth in Section 6.1 or Section 6.3 to be satisfied (provided that no such cure period shall be available or applicable to any such breach that by its nature cannot be cured), (ii) there shall have been a Material Adverse Effect with respect to the Company, (iii) the Company shall have breached Section 5.1 or Section 5.2, provided, that with respect to a breach of Section 5.2, only if such breach is due to the action, inaction, direction or authorization of an officer, director or executive-level employee of the Company, (iv) the Company Stockholder Approval is not obtained or the Stockholder Agreement is not executed by each of the Consenting Stockholders within 24 hours following the execution of this Agreement, or (v) the applicable Governmental Entity shall have notified any of the parties hereto in writing, or both of the parties orally, that it is seeking, or intends to seek, the imposition of an Antitrust Restraint as a condition to the expiration or termination of any applicable waiting period under the HSR Act or other applicable Antitrust Law; or

(e)by the Company, by written notice to Acquirer, if there shall have been an inaccuracy in any representation or warranty made by, or a breach of any covenant, agreement or obligation of, Acquirer herein and such inaccuracy or breach shall not have been cured within twenty (20) Business Days after receipt by Acquirer of written notice of such inaccuracy or breach and, if not cured within such period and at or prior to the Closing, such breach would result in the failure of any of the conditions set forth in Section 6.1 or Section 6.2 to be satisfied (provided that no such cure period shall be available or applicable to any such inaccuracy or breach that by its nature cannot be cured).

7.2Effect of Termination. In the event of termination of this Agreement as provided in Section 7.1, this Agreement shall forthwith become void and there shall be no Liability on the part of Acquirer, Merger Sub, the Company or their respective officers, directors, stockholders or Affiliates; provided that (a) Section 5.3 (Confidentiality; Public Disclosure), Section 5.9 (Expenses; Company Debt), this Section 7.2 (Effect of Termination), Article IX (General Provisions) and any related definition provisions in or referenced in Exhibit A and the Confidentiality Agreement shall remain in full force and effect and survive any termination of this Agreement and (b) nothing herein shall relieve any party hereto from Liability in connection with any intentional misrepresentation made by, or a willful breach of any covenant, agreement or obligation of, such party herein.

Article VIII
Escrow Fund and Indemnification

8.1Escrow Fund.

(a)At the Effective Time, Acquirer shall withhold the Escrow Amount from the Merger Consideration otherwise payable pursuant to Section 1.3(a)(i) (with respect to shares of Company Capital Stock), Section 1.3(a)(iii) (with respect to vested In the Money Options) and Section 1.3(a)(iv) (with respect to In the Money Warrants) and shall deposit the Escrow Amount with U.S. Bank National Association (or another institution selected by Acquirer and reasonably satisfactory to the Company) as escrow agent (the “Escrow Agent”) (the aggregate amount of cash so held by the Escrow Agent from time to time, together with any interest earned on such cash, the “Escrow Fund”), which Escrow Fund shall be governed by this Agreement and the Escrow Agreement. The Escrow Fund shall constitute partial security for the benefit of Acquirer (on behalf of itself or any other Indemnified Person) with respect to any Indemnifiable Damages pursuant to the indemnification obligations of the Converting Holders under Section 1.5 and the indemnification obligations of the Converting Holders under this Article VIII. Subject to Section 8.4, the Escrow Agent shall hold the Escrow Fund until 11:59 p.m. local time on the date (the “Escrow Release Date”) that is 15 months after the Effective Time. Except as provided in the Escrow Agreement, the Converting Holders shall not receive interest or other earnings on the cash in the Escrow Fund. Neither the Escrow Fund (including any portion thereof) nor any beneficial interest therein may be pledged, subjected to any Encumbrance, sold, assigned or transferred by any Converting Holder or be taken or reached by any legal or equitable process in satisfaction of any debt or other Liability of any Converting Holder, in each case prior to the distribution of the Escrow Fund to any Converting Holder in accordance with Section 8.1(b), except that each Converting Holder shall be entitled to assign such Converting Holder’s rights to such Converting Holder’s Pro Rata Share of the Escrow Fund by will, by the laws of intestacy or by other operation of law.

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(b)Within five (5) Business Days following the Escrow Release Date, Acquirer (or its agent) will distribute to each Converting Holder such Converting Holder’s Pro Rata Share of the remaining Escrow Fund less that portion of the remaining Escrow Fund that is determined, in the reasonable judgment of Acquirer, to be necessary to satisfy all unsatisfied or disputed claims for indemnification specified in any Claim Certificate delivered to the Converting Holders’ Agent on or prior to the Escrow Release Date in accordance with this Article VIII, which portion shall remain in the Escrow Fund until such claims for Indemnifiable Damages have been resolved or satisfied (and shall be distributed promptly upon such resolution or satisfaction).

8.2Indemnification.

(a)Subject to the limitations set forth in this Article VIII, from and after the Closing, each Converting Holder shall, severally but not jointly (each in accordance with its Pro Rata Share), indemnify, defend and hold harmless Acquirer, Merger Sub and the Company and their respective officers, directors, agents and employees and each Person, if any, who controls Acquirer within the meaning of the Securities Act (each, an “Indemnified Person”) from and against, and shall compensate and reimburse each Indemnified Person for, any and all losses, Liabilities, damages (excluding (x) punitive and special damages unless awarded to a third party and (y) consequential damages if not reasonably foreseeable), fees, Taxes, interest, costs and expenses, including actually incurred costs of investigation, enforcement and defense and reasonable fees and expenses of counsel, experts and other professionals, directly or indirectly, whether or not due to a Third-Party Claim (collectively, “Indemnifiable Damages”), arising out of, resulting from or in connection with:

(i)any failure of any representation or warranty made by the Company herein (as qualified by the Company Disclosure Letter) to be true and correct (A) as of the Agreement Date (except in the case of representations and warranties that by their terms speak only as of a specified date or dates, which representations and warranties shall be true and correct as of such date or dates) or (B) as of the Closing Date as though such representation or warranty were made as of the Closing Date (except in the case of representations and warranties that by their terms speak only as of a specific date or dates, which representations and warranties shall be true and correct as of such date or dates);

(ii)any failure of any certification, representation or warranty made by the Company in any certificate (other than the Spreadsheet and the Company Closing Financial Certificate) delivered to Acquirer pursuant to this Agreement to be true and correct as of the date such certificate is delivered to Acquirer;

(iii)any breach of, or default in connection with, any of the covenants, agreements or obligations made by the Company herein required to be performed by the Company at or prior to the Closing;

(iv)any inaccuracies in the Spreadsheet or the calculations of the Company Closing Cash, Company Net Working Capital, unpaid Transaction Expenses or Company Debt set forth the Closing Financial Certificate;

(v)any payments or issuances made with respect to Dissenting Shares to the extent that such payments or issuances, in the aggregate, exceed the value of the consideration that otherwise would have been payable pursuant to Section 1.3(a)(i) upon the exchange of such Dissenting Shares, and any interest, costs, expenses and fees incurred by any Indemnified Person in connection with the exercise of any appraisal rights;

(vi)any matter set forth in Schedule 2.6 of the Company Disclosure Letter or that is or would be an exception to the representations and warranties made in Section 2.6 (Litigation) as of the Agreement Date or the Closing;

(vii)any claims by (A) any then-current or former holder or alleged then-current or former holder of any Equity Interests of the Company (including any predecessors or any of the Subsidiaries), arising out of, resulting from or in connection with (1) the Transactions

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or this Agreement, including the allocation of the Merger Consideration or any portion thereof, or (2) such Person’s status or alleged status as a holder of Equity Interests of the Company (including any predecessors or any of the Subsidiaries) at any time at or prior to the Closing, whether for breach of fiduciary duty or otherwise, (B) any Person to the effect that such Person is entitled to any Equity Interest of Acquirer or the Company or any payment in connection with the Transactions other than as specifically set forth on the Spreadsheet or (C) any Person with respect to any Company Option Plan or any other plan, policy or Contract providing for compensation to any Person in the form of Equity Interests;

(viii)any Pre-Closing Taxes to the extent not taken into account in calculating the Company Net Working Capital or Transaction Expenses;

(ix)the matters set forth on Schedule 8.2(a)(ix) of the Company Disclosure Letter; and

(x)any intentional fraud (including the element of scienter), intentional misrepresentation or willful breach of covenant by or on behalf of the Company or any of the Subsidiaries in connection with the Transactions.

(b)Materiality standards or qualifications and qualifications by reference to the defined term “Material Adverse Effect” in any representation, warranty, covenant, agreement or obligation shall only be taken into account in determining whether an inaccuracy in such representation or warranty, or a breach of such covenant, agreement or obligation, exists, and shall not be taken into account in determining the amount of any Indemnifiable Damages with respect to such inaccuracy or breach.

8.3Indemnifiable Damage Threshold; Other Limitations.

(a)Notwithstanding anything to the contrary contained herein, no Indemnified Person may be entitled to recover hereunder in respect of any claim for Indemnifiable Damages arising out of, resulting from or in connection with the matters listed in clauses (i) or (ii) of Section 8.2(a) (other than claims arising out of, resulting from or in connection with any failure of any of the Special Representations to be true and correct as aforesaid) unless and until the Indemnified Persons have suffered Indemnifiable Damages in an aggregate amount greater than $3,000,000 (the “Basket”) and a Claim Certificate (together with any other delivered Claim Certificates) has been delivered, in which case the Indemnified Person may make claims for indemnification, compensation and reimbursement and may receive cash from the Escrow Fund for all Indemnifiable Damages (including the amount of the Basket). The Basket shall not apply to any other Indemnifiable Damages or claims therefor.

(b)Each Converting Holder shall have Liability for such Converting Holder’s Pro Rata Share of the amount of any Indemnifiable Damages resulting from the matters described in Section 8.2(a). Notwithstanding anything to the contrary contained herein, (i) except in the case of (A) intentional fraud (including the element of scienter), intentional misrepresentation or willful breach of covenant by or on behalf of the Company or such Converting Holder, (B) any failure of any of the representations and warranties of the Company set forth in Section 2.1(a) (Organization, Standing, Power and Subsidiaries), Section 2.2 (Capital Structure), Section 2.3(a) (Authority), Section 2.11 (Taxes) or Section 2.17 (Transaction Fees) (collectively, the “Special Representations”) to be true and correct as aforesaid, and (C) the matters described in clauses (iii) through (x) of Section 8.2(a) (the matters described in clauses (A)-(C), collectively, the “Special Claims”), the aggregate liability of the Converting Holders shall not exceed the Escrow Fund, (ii) the aggregate liability of the Converting Holders for Indemnifiable Damages arising out of Section 8.2(a)(ix) shall not exceed the Escrow Amount, (iii) the aggregate liability of each Converting Holder for Indemnifiable Damages shall not exceed the aggregate amount of cash actually paid to such Converting Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(iii) and Section 1.3(a)(iv) (on a gross basis and not net of any withholding Taxes) and (iv) notwithstanding anything to the contrary contained herein, any limitation of liability in this Section 8.3(b) shall not apply in the case of claims against a Converting Holder alleging intentional fraud (including the element of scienter), intentional misrepresentation or willful breach by such Converting Holder. Notwithstanding anything to the contrary contained herein, the first recourse of any Indemnified Person for Indemnifiable Damages shall be against

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the Escrow Fund. Notwithstanding anything to the contrary contained herein, each Converting Holder’s Liability shall be further limited as set forth in Schedule 8.3(b) of the Company Disclosure Letter.

(c)Notwithstanding anything to the contrary contained herein, the amounts that an Indemnified Person recovers from the Escrow Fund pursuant to Special Claims shall not reduce the amount that an Indemnified Person may recover with respect to claims that are not Special Claims. By way of illustration and not limitation, assuming there are no other claims for indemnification, compensation or reimbursement, in the event that Indemnifiable Damages resulting from a Special Claim are first satisfied from the Escrow Fund and such recovery fully depletes the Escrow Fund, the maximum amount recoverable by an Indemnified Person pursuant to a subsequent claim that is not a Special Claim shall continue to be the full dollar value of the Escrow Fund irrespective of the fact that the Escrow Fund was used to satisfy such Special Claim, such that the amount recoverable for such two claims would be the same regardless of the chronological order in which they were made.

(d)Notwithstanding anything to the contrary contained herein, (i) no Converting Holder shall have any right of indemnification, compensation, reimbursement, contribution or right of advancement from Acquirer, the Surviving Corporation or any other Indemnified Person (based upon such Converting Holder’s position as an officer, director, employee or agent of the Company or otherwise) with respect to any Indemnifiable Damages claimed by any Indemnified Person or any right of subrogation against the Company or the Surviving Corporation with respect to any indemnification, compensation or reimbursement of an Indemnified Person by reason of any of the matters set forth in Section 8.2(a), (ii) the rights and remedies of the Indemnified Persons after the Effective Time shall not be limited by (x) any investigation by or on behalf of, or disclosure to (other than in the Company Disclosure Letter with respect to clauses (i), (ii) and (x) of Section 8.2(a), subject to any limitations expressly set forth therein), any Indemnified Person at or prior to the Effective Time regarding any failure, breach or other event or circumstance or (y)any waiver of any condition to the Closing related thereto, (iii) if an Indemnified Person’s claim under this Article VIII may be properly characterized in multiple ways in accordance with this Article VIII such that such claim may or may not be subject to different limitations depending on such characterization, then such Indemnified Person shall have the right to characterize such claim in a manner that maximizes the recovery and time to assert such claim permitted in accordance with this Article VIII, (iv) no Converting Holder shall be liable for the breach of any covenant of another Converting Holder or any fraud (including the element of scienter) by or on behalf of any Person other than the Company or such Converting Holder, (v) any liability for indemnification under this Article VIII shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach or other violation of more than one representation, warranty, covenant, agreement, certificate or certification, and if any Indemnifiable Damages in connection with an indemnifiable matter were already taken into account in connection with calculation of the Merger Consideration, the same amount of such Indemnifiable Damages may not be recovered under this Article VIII, (vi) subject to Section 8.3(b), no Indemnified Person shall make any claim for indemnification, compensation or reimbursement hereunder unless such claim is made against all Converting Holders or offer to settle or compromise any claim unless the same offer is made to all of the Converting Holders and (vii) to the extent an Indemnified Person receives any amounts under applicable insurance policies or third party indemnification or contribution payments subsequent to its receipt of an indemnification payment by the Converting Holders, then such Indemnified Person will, without duplication, promptly reimburse the Converting Holders for any payment made by such Converting Holders up to the amount received by the Indemnified Person; provided, that the aggregate amount of reimbursement payments to the Converting Holders will not in any event exceed the aggregate indemnification payment received by the Indemnified Person from the Converting Holders.

(e)All Indemnifiable Damages shall be calculated net of the amount of any actual recoveries actually received by an Indemnified Person prior to the Escrow Release Date under any existing insurance policies and contractual indemnification or contribution provisions (in each case, calculated net of any actual collection costs and reserves, expenses, deductibles or premium adjustments or retrospectively rated premiums (as determined in good faith by an Indemnified Person) incurred or paid to procure such recoveries) in respect of any Indemnifiable Damages suffered, paid, sustained or incurred by any Indemnified Person; provided that no Indemnified Person shall have any obligation to seek to obtain or continue to pursue any such recoveries. Notwithstanding the foregoing, Acquirer acknowledges that Delaware law provides for a limited duty to mitigate damages.

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8.4Period for Claims. Except as otherwise set forth in this Section 8.4, the period (the “Claims Period”) during which claims may be made (a) against the Escrow Fund for Indemnifiable Damages arising out of, resulting from or in connection with the matters listed in clauses (i) and (ii) of Section 8.2(a) (other than with respect to any of the Special Representations) shall commence at the Closing and terminate at 11:59 p.m. local time on the Escrow Release Date and (b) for Indemnifiable Damages arising out of, resulting from or in connection with all other matters, including Special Claims, shall commence at the Closing and terminate at 11:59 p.m. local time on the date that is 30 days following the expiration of the applicable statute of limitations. Notwithstanding anything to the contrary contained herein, such portion of the Escrow Fund at the Escrow Release Date as in the reasonable judgment of Acquirer is anticipated to be necessary to satisfy any unresolved or unsatisfied claims for Indemnifiable Damages specified in any Claim Certificate delivered to the Converting Holders’ Agent on or prior to the Escrow Release Date shall remain in the Escrow Fund until such claims for Indemnifiable Damages have been resolved or satisfied.

8.5Claims.

(a)From time to time during the Claims Period, Acquirer may deliver to the Converting Holders’ Agent one or more certificates signed by any officer of Acquirer (each, a “Claim Certificate”):

(i)stating that an Indemnified Person has incurred, paid, reserved or accrued, or in good faith believes that it may incur, pay, reserve or accrue, Indemnifiable Damages (or that with respect to any Tax matters, that any Tax Authority may raise such matter in an audit of Acquirer or its subsidiaries, which could give rise to Indemnifiable Damages);

(ii)stating the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by Acquirer in good faith to be incurred, paid, reserved, accrued or demanded by a third party); and

(iii)specifying in reasonable detail (based upon the information then possessed by Acquirer) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the claim to which such Indemnifiable Damages are related.

(b)Such Claim Certificate (i) need only specify such information to the knowledge of such officer of Acquirer as of the date thereof, (ii) shall not limit any of the rights or remedies of any Indemnified Person with respect to the underlying facts and circumstances specifically set forth in such Claim Certificate and (iii) may be updated and amended from time to time by Acquirer by delivering any updated or amended Claim Certificate, so long as the delivery of the original Claim Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or satisfied, notwithstanding the expiration of such Claims Period. No delay in providing such Claim Certificate within the applicable Claims Period shall affect an Indemnified Person’s rights hereunder, unless (and then only to the extent that) the Converting Holders’ Agent or the Converting Holders are materially prejudiced thereby.

8.6Resolution of Objections to Claims.

(a)If the Converting Holders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within the 20-day period following receipt of the Claim Certificate, then Acquirer shall reclaim an amount of cash from the Escrow Fund having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate.

(b)If the Converting Holders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within the 20-day period set forth in Section 8.6(a), Acquirer and the Converting Holders’ Agent shall attempt in good faith for 60 days after Acquirer’s receipt of such

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written objection to resolve such objection. If Acquirer and the Converting Holders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both Acquirer and the Converting Holders’ Agent. Acquirer shall be entitled to conclusively rely on any such memorandum and Acquirer shall reclaim an amount of cash from the Escrow Fund in accordance with the terms of such memorandum.

(c)If no such agreement can be reached during the 60-day period for good faith negotiation set forth in Section 8.6(b), but in any event upon the expiration of such 60-day period, either Acquirer or the Converting Holders’ Agent may bring an arbitration in accordance with the terms of Section 9.11 to resolve the matter. The decision of the arbitrator as to the validity and amount of any claim in such Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto and the Converting Holders, and Acquirer shall be entitled to act in accordance with such decision and Acquirer shall reclaim an amount of cash from the Escrow Fund in accordance therewith.

(d)Judgment upon any determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 8.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the prevailing party unless the arbitrator determines in favor of the Converting Holders’ Agent (on behalf of the Converting Holders) with respect to more than one-half of the amount in dispute, in which case the Converting Holders shall be deemed to be the prevailing party. The non-prevailing party to an arbitration shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit.

(e)Any portion of the Escrow Fund held following the Escrow Release Date with respect to pending but unresolved claims for indemnification that is not awarded to Acquirer upon the resolution of such claims shall be distributed to the Converting Holders within five Business Days following resolution of such claims and in accordance with each such Converting Holder’s Pro Rata Share of such portion of the Escrow Fund.

8.7Converting Holders’ Agent.

(a)By the adoption of the Merger, and by receiving the benefits thereof, including any consideration payable hereunder, each Converting Holder shall be deemed to have approved, as of the Closing, Shareholder Representative Services LLC as the Converting Holders’ Agent for all purposes in connection with this Agreement and any related agreements. The Converting Holders’ Agent shall be the agent, representative and attorney-in-fact for and on behalf of the Converting Holders to, following Closing: (i) execute, as the Converting Holders’ Agent, this Agreement and any agreement or instrument entered into or delivered in connection with the Transactions, (ii) give and receive notices, instructions and communications permitted or required under this Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, for and on behalf of any Converting Holder, to or from Acquirer (on behalf of itself or any other Indemnified Person) relating to this Agreement or any of the Transactions and any other matters contemplated by this Agreement or by such other agreement, document or instrument (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by each Converting Holder individually), (iii) review, negotiate and agree to and authorize Acquirer to reclaim an amount of cash from the Escrow Fund in satisfaction of claims asserted by Acquirer (on behalf of itself or any other Indemnified Person, including by not objecting to such claims) pursuant to this Article VIII, (iv) object to such claims pursuant to Section 8.6, (v) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, settlements and compromises of, and demand arbitration and comply with Orders of courts and awards of arbitrators with respect to, such claims, resolve any such claims, take any actions in connection with the resolution of any dispute relating hereto or to the Transactions by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of any Converting Holder or necessary in the judgment of the Converting Holders’ Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, (vi) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Converting Holders, (vii) consent or agree to any amendment to this Agreement or to waive any terms and conditions of this Agreement providing rights or benefits to the Converting Holders (other than with respect to the payment of the Merger Consideration) in accordance with the terms hereof and in the manner provided herein,

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(viii) pursuant to Section 1.5, review, negotiate, object to, accept or agree to Acquirer’s calculation of the Merger Consideration included in the Acquirer Merger Consideration Notice and (ix) take all actions necessary or appropriate in the judgment of the Converting Holders’ Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. Acquirer, Merger Sub and their respective Affiliates (including after the Effective Time, the Surviving Corporation) shall be entitled to rely on the appointment of Shareholder Representative Services LLC as the Converting Holders’ Agent and treat such Converting Holders’ Agent as the duly appointed attorney-in-fact of each Converting Holder and as having the duties, power and authority provided for in this Section 8.7. The Converting Holders shall be bound by all actions taken and documents executed by the Converting Holders’ Agent in connection with this Article VIII, and Acquirer and other Indemnified Persons shall be entitled to rely exclusively on any action or decision of the Converting Holders’ Agent. The Person serving as the Converting Holders’ Agent may be removed or replaced from time to time, or if such Person resigns from its position as the Converting Holders’ Agent, then a successor may be appointed, by the holders of a majority in interest of the aggregate amount of cash then held in the Escrow Fund (or, in the event that there is no cash then held in the Escrow Fund by the Converting Holders collectively having a Pro Rata Share greater than 50%) upon not less than 30 days’ prior written notice to Acquirer. No bond shall be required of the Converting Holders’ Agent.

(b)Neither the Converting Holders’ Agent nor any member of the Advisory Committee (solely in such Advisory Committee member’s capacity as such, as defined in that certain engagement letter entered into between the Converting Holders’ Agent and certain of the Converting Holders in connection with the transactions contemplated hereby, the “SRS Engagement Letter”) shall be liable in connection with the Converting Holders’ Agent’s or Advisory Committee’s services pursuant to this Agreement, the SRS Engagement Letter and any related agreements except to the extent resulting from the Converting Holders’ Agent’s or Advisory Committee member’s, as applicable, gross negligence or willful misconduct. The Converting Holders’ Agent and the members of the Advisory Committee (solely in such Advisory Committee member’s capacity as such) shall not be liable for any action or omission pursuant to the advice of counsel. For the avoidance of doubt, the first two sentences of this Section 8.7(b) shall not prejudice the Converting Holders’ Agent’s right to indemnification from the members of the Advisory Committee (in their capacity as Converting Holders) pursuant to the following sentence. The Converting Holders shall indemnify the Converting Holders’ Agent and the members of the Advisory Committee against any reasonable, documented, and out-of-pocket losses, liabilities and expenses (“Representative Losses”) arising out of or in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been caused by the gross negligence or willful misconduct of the Converting Holders’ Agent or a member of the Advisory Committee, the Converting Holders’ Agent or such member of the Advisory Committee, as applicable, will reimburse the Converting Holders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. Representative Losses may be recovered by the Converting Holders’ Agent from (i) the funds in the Expense Fund and (ii) any other funds that become payable to the Converting Holders under this Agreement at such time as such amounts would otherwise be distributable to the Converting Holders; provided, that while the Converting Holders’ Agent may be paid from the aforementioned sources of funds, this does not relieve the Converting Holders from their obligation to promptly pay such Representative Losses as they are suffered or incurred. In no event will the Converting Holders’ Agent be required to advance its own funds on behalf of the Converting Holders or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Converting Holders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Converting Holders’ Agent hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Converting Holders’ Agent or the termination of this Agreement.

(c)After the Closing, any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Converting Holders’ Agent that is within the scope of the Converting Holders’ Agent’s authority under Section 8.7(a) shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all the Converting Holders and shall be final, binding and conclusive upon

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each such Converting Holder; and each Indemnified Person shall be entitled to rely exclusively upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Converting Holder. Acquirer, Merger Sub, the Surviving Corporation and the Indemnified Persons are hereby relieved from any Liability to any Person for any acts done by them in accordance with such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of the Converting Holders’ Agent.

(d)Upon the Closing, the Company will wire US$250,000 (the “Expense Fund”) to the Converting Holders’ Agent, which will be used for any expenses incurred by the Converting Holders’ Agent. The Converting Holders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Converting Holders’ Agent any ownership right that they may otherwise have had in any such interest or earnings. The Converting Holders’ Agent will hold these funds separate from its corporate funds and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Converting Holders’ Agent’s responsibilities, the Converting Holders’ Agent will deliver any remaining balance of the Expense Fund to the Paying Agent for further distribution to the Converting Holders. For tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Converting Holders at the time of Closing.

8.8Third-Party Claims. In the event that Acquirer becomes aware of a claim by a third party (a “Third-Party Claim”) that Acquirer in good faith believes may result in a claim for Indemnifiable Damages by or on behalf of an Indemnified Person, Acquirer shall have the right in its sole discretion to conduct the defense of and to settle or resolve such Third-Party Claim (and the costs and expenses incurred by Acquirer or its Affiliates in connection with the defense, enforcement, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquirer shall be entitled to receive indemnification pursuant to a claim made hereunder, and such costs and expenses shall constitute Indemnifiable Damages subject to indemnification under Section 8.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from or was in connection with a matter listed in Section 8.2). Notwithstanding anything to the contrary contained herein, the Converting Holders’ Agent shall have the right to (i) on behalf of the Converting Holders, participate in, but not determine or conduct, the defense of the Third-Party Claim (including participation in any discussions or negotiations in connection with the settlement, adjustment or compromise thereof) and (ii) receive copies of all pleadings, notices and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person, subject to execution by the Converting Holders’ Agent of Acquirer’s (and, if required, such third party’s) commercially reasonable non-disclosure agreement to the extent that such materials contain confidential or propriety information. However, Acquirer shall have the right in its sole discretion to determine and conduct the defense of any Third-Party Claim and the settlement, adjustment or compromise of such Third-Party Claim; provided that the settlement amount of a Third-Party Claim will not be determinative of the amount of Indemnifiable Damages unless, if Acquirer seeks the consent of the Converting Holders’ Agent prior to entering into a settlement, (x) the Converting Holders’ Agent consents to such settlement or (y) the Converting Holders’ Agent unreasonably withholds, conditions or delays its consent to such settlement. In the event that the Converting Holders’ Agent has consented to the amount of any settlement or resolution by Acquirer of any such claim (which consent shall not be unreasonably withheld, conditioned or delayed), or if the Converting Holders’ Agent shall have been determined to have unreasonably withheld, conditioned or delayed its consent to the amount of any such settlement or resolution, neither the Converting Holders’ Agent nor any Converting Holder shall have any power or authority to object under this Article VIII to the amount of any claim by or on behalf of any Indemnified Person for indemnity with respect to such settlement or resolution.

8.9Treatment of Indemnification Payments. Acquirer, and the Converting Holders agree to treat (and cause their respective Affiliates to treat) any payment received by the Indemnified Persons pursuant to this Article VIII as adjustments to the Purchase Price for all Tax purposes to the maximum extent permitted by Applicable Law.

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8.10Sole Remedy. Except for the Converting Holders’ Agent’s rights under Section 8.7, the indemnification provisions contained in this Article VIII are intended to provide the sole and exclusive remedy following the Closing as to all monetary Indemnifiable Damages or other losses against the Company or the Indemnified Persons that any Indemnified Person may incur arising from or relating to this Agreement, the Transaction Documents or the transactions contemplated hereby or thereby (meaning the applicable survival dates set forth in Section 9.1 and the liability limits set forth in this Article VIII shall control notwithstanding any statutory or common law provisions or principles to the contrary); provided, however, that nothing herein is intended to waive or otherwise limit a party’s right to seek or obtain specific performance or any other equitable remedies to which a party may be entitled.

Article IX
General Provisions

9.1Survival of Representations, Warranties and Covenants. If the Merger is consummated, the representations and warranties made by the Company herein, in the Company Disclosure Letter (including any exhibit to or schedule of the Company Disclosure Letter), and in the other certificates contemplated by this Agreement shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto, until the date that is 15 months following the Closing Date; provided that, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto, the Special Representations will remain operative and in full force and effect until the expiration of the applicable statute of limitations for claims against the Converting Holders that seek recovery of Indemnifiable Damages arising out of, resulting from or in connection with an inaccuracy in such representations or warranties; provided, further, that (a) no right to indemnification pursuant to Article VIII in respect of any claim that is set forth in a Claim Certificate delivered to the Converting Holders’ Agent on or prior to the applicable expiration of such representations and warranties shall be affected by such expiration and (b) such expiration shall not affect the rights of any Indemnified Person under Article VIII or otherwise to seek recovery of Indemnifiable Damages arising out of, resulting from or in connection with any fraud (including the element of scienter), intentional misrepresentation or willful breach committed by the Company or any Converting Holder; provided, further, that in the event of such fraud (including the element of scienter), intentional misrepresentation or willful breach, such representations and warranties shall survive until the date that is seven years following the Closing Date; and provided, further, that all Tax representations shall survive until the date that is 60 days after the expiration of the statute of limitations for the applicable Taxes. If the Merger is consummated, the representations and warranties made by Acquirer herein and in the other certificates contemplated by this Agreement shall expire and be of no further force or effect as of the Closing. If the Merger is consummated, all covenants, agreements and obligations of the parties hereto shall expire and be of no further force or effect as of the Closing, except to the extent such covenants, agreements and obligations provide that they are to be performed after the Closing; provided that no right to indemnification pursuant to Article VIII in respect of any claim based upon any breach of a covenant, agreement or obligation shall be affected by the expiration of such covenant, agreement or obligation. Except for the representations and warranties expressly set forth in Article II, Acquirer and Merger Sub acknowledge and agree that (a) none of the Company or any other Person on behalf of the Company makes any other express, implied or statutory representation or warranty with respect to the Company, its business, projections, forecasts, assets or liabilities, or any representation or warranty relating to current or future financial condition, results of operations, any implied warranties of merchantability, suitability, fitness, for a particular purpose, title, enforceability or non-infringement, or with respect to any other information provided to Acquirer and Merger Sub with respect to the Company, and Acquirer and Merger Sub have not relied upon any such representation and warranty other than those expressly set forth in Article II, and (b) other than the representations and warranties set forth in Article II, neither Acquirer nor any other Person on its behalf is relying on any other representation or warranty of the Company or any other Person on its behalf, whether express, implied or statutory, and neither the Company nor any Person on behalf of the Company shall have any liability to Acquirer, Merger Sub or any other Person for any information provided to Acquirer or its Representatives relating to the business of the Company, including any materials made available to Acquirer or its financial and legal advisors or other Representatives in connection with Acquirer’s due diligence review (including in the virtual data room established by the Company in connection with the Transactions) or management presentations, due diligence discussions or in any other form.

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9.2Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial delivery service, or mailed by registered or certified mail (return receipt requested) or sent via email (in which case such notice shall also be either delivered personally or by commercial delivery service, or mailed by registered or certified mail (return receipt requested)) to the parties hereto at the following address (or at such other address for a party as shall be specified by like notice):

(a)if to Acquirer or Merger Sub, to:

Alteryx, Inc.
3345 Michelson Dr., Suite 400

Irvine, CA 92612
Attention: Chief Legal Officer

Telephone No.:     +1 (888) 836-4274

with a copy (which shall not constitute notice) to:

Fenwick & West LLP
555 California Street, 12th Floor

San Francisco, CA 94104

Attention: Michael A. Brown

     Scott A. Behar

Telephone No.: (415) 875-2300
Email: mbrown@fenwick.com
sbehar@fenwick.com

(b)if to the Company, to:

Trifacta, Inc.
575 Market St 11th floor
San Francisco, CA 94105

Attention: Adam Wilson
Email: [*]

with a copy (which shall not constitute notice) to:

Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
1 Bush Plaza
Suite 1200
San Francisco, CA 94104
Attention: Ivan A. Gaviria
Francesca Crisera Ruiz
Telephone No.: (415) 801-4880
Email: igaviria@gunder.com
fruiz@gunder.com

(c)If to the Converting Holders’ Agent, to:

Shareholder Representative Services LLC

950 17th Street, Suite 1400

Denver, CO 80202

Attention: Managing Director

Email: deals@srsacquiom.com

Telephone: (303) 648-4085

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with a copy (which shall not constitute notice) to:

Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
1 Bush Plaza
Suite 1200
San Francisco, CA 94104
Attention: Ivan A. Gaviria
Francesca Crisera Ruiz
Telephone No.: (415) 801-4880
Email: igaviria@gunder.com
fruiz@gunder.com

Any notice given as specified in this Section 9.2 (i) if delivered personally shall conclusively be deemed to have been given or served at the time of actual delivery, (ii) if sent by commercial delivery service or mailed by registered or certified mail (return receipt requested) shall conclusively be deemed to have been received on the third Business Day after the post of the same, and (iii) if sent by overnight national courier shall be deemed to have been received on the next Business Day.

9.3Interpretation. When a reference is made herein to Articles, Sections, subsections, Schedules or Exhibits, such reference shall be to an Article, Section or subsection of, or a Schedule or an Exhibit to this Agreement unless otherwise indicated. The headings contained herein are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” Where a reference is made to a Contract, instrument or Applicable Law, such reference is to such Contract, instrument or Applicable Law as amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the case of Applicable Law) by succession of comparable successor law and references to all attachments thereto and instruments incorporated therein. Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender and neutral forms of such words, (b) words using the singular or plural number also include the plural or singular number, respectively, (c) the terms “hereof,” “herein,” “hereto,” “hereunder” and derivative or similar words refer to this entire Agreement, (d) references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or, if more specific, subsection, (e) references to any Person include the successors and permitted assigns of that Person, (f) references from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively, (g) the phrases “provided to” and “delivered to” and phrases of similar import mean that a true, correct and complete paper or electronic copy of the information or material referred to has been delivered to the party to whom such information or material is to be provided and (h) the phrase “made available to” and phrases of similar import means, with respect to any information, document or other material of the Company, that such information, document or material was made available for review and properly indexed by the Company and its Representatives in the virtual data room established by the Company in connection with this Agreement at least 48 hours (or such other time period as may be specified in this Agreement) prior to the execution of this Agreement or actually delivered (whether by physical or electronic delivery) to Acquirer or its Representatives at least 48 hours (or such other time period as may be specified in this Agreement) prior to the execution of this Agreement. The symbol “$” refers to United States Dollars. The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends and such phrase shall not mean simply “if.” All references to “days” shall be to calendar days unless otherwise indicated as a “Business Day.” Any action otherwise required to be taken on a day that is not a Business Day shall instead be taken on the next succeeding Business Day, and if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. Unless indicated otherwise, all mathematical calculations contemplated by this Agreement shall be rounded to the tenth decimal place, except in respect of payments, which shall be rounded to the nearest whole United States cent.

9.4Amendment. Subject to Applicable Law, the parties hereto may amend this Agreement by authorized action at any time pursuant to an instrument in writing signed on behalf of each of the parties hereto; provided that, after the Company Stockholder Approval is obtained, no amendment shall be made to this Agreement that by Applicable Law requires further approval by the Company Stockholders without such further approval. To the extent permitted by Applicable Law, Acquirer and the

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Converting Holders’ Agent may cause this Agreement to be amended at any time after the Closing by execution of an instrument in writing signed on behalf of Acquirer and the Converting Holders’ Agent.

9.5Extension; Waiver. At any time at or prior to the Closing, any party hereto may, to the extent legally allowed, (a) extend the time for the performance of any of the obligations or other acts of the other parties hereto owed to such party, (b) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto and (c) waive any breaches of any of the covenants, agreements, obligations or conditions for the benefit of such party contained herein. At any time after the Closing, Acquirer and the Converting Holders’ Agent may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations of the other owed to such party, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto or (iii) waive any breaches of any of the covenants, agreements, obligations or conditions for the benefit of such party contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing that is (A) prior to the Closing with respect to the Company and/or the Company Securityholders, signed by the Company, (B) after the Closing with respect to the Converting Holders and/or the Converting Holders’ Agent, signed by the Converting Holders’ Agent and (C) with respect to Acquirer and/or Merger Sub, signed by Acquirer. Without limiting the generality or effect of the preceding sentence, no failure to exercise or delay in exercising any right under this Agreement shall constitute a waiver of such right, and no waiver of any breach or default shall be deemed a waiver of any other breach or default of the same or any other provision herein.

9.6Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto; itbeingunderstoodandagreed that all parties hereto need not sign the same counterpart. The delivery by facsimile or by electronic delivery in PDF format of this Agreement with all executed signature pages (in counterparts or otherwise) shall be sufficient to bind the parties hereto to the terms and conditions set forth herein. All of the counterparts will together constitute one and the same instrument and each counterpart will constitute an original of this Agreement.

9.7Entire Agreement; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including all the exhibits attached hereto, the Schedules, including the Company Disclosure Letter, (a) constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement, in accordance with its terms and (b) are not intended to confer, and shall not be construed as conferring, upon any Person other than the parties hereto any rights or remedies hereunder (except that Article VIII is intended to benefit the Indemnified Persons).

9.8Assignment. Neither this Agreement nor any of the rights and obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise by any of the parties hereto without the prior written consent of the other parties hereto, and any such assignment without such prior written consent shall be null and void, except that Acquirer and/or Merger Sub may assign its rights and delegate its obligations under this Agreement to any direct or indirect wholly owned subsidiary of Acquirer without the prior consent of any other party hereto; provided that, notwithstanding any such assignment, Acquirer and/or Merger Sub, as applicable, shall remain liable for all of its obligations under this Agreement. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns.

9.9Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement shall continue in full force and effect and shall be interpreted so as reasonably necessary to effect the intent of the parties hereto. The parties hereto shall use all reasonable efforts to replace such void or unenforceable provision of this Agreement with a valid and enforceable

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provision that shall achieve, to the greatest extent possible, the economic, business and other purposes of such void or unenforceable provision.

9.10Remedies Cumulative; Specific Performance. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party hereto shall be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party hereto of any one remedy shall not preclude the exercise of any other remedy and nothing herein shall be deemed a waiver by any party hereto of any right to specific performance or injunctive relief. It is accordingly agreed that, subject to Section 8.3(b), the parties hereto shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which they are entitled at law or in equity, and the parties hereto hereby waive the requirement of any posting of a bond in connection with the remedies described herein.

9.11Arbitration; Submission to Jurisdiction; Consent to Service of Process.

(a)EXCEPT FOR CLAIMS REGARDING EITHER ACQUIRER’S OR THE COMPANY’S INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIAL INFORMATION, TO WHICH THIS SECTION WILL NOT APPLY, IN THE EVENT THAT A RESOLUTION IS NOT REACHED AMONG THE PARTIES HERETO WITHIN 60 DAYS AFTER WRITTEN NOTICE OF A DISPUTE, THE DISPUTE SHALL BE FINALLY SETTLED BY BINDING ARBITRATION IN ORANGE COUNTY, CALIFORNIA. SUCH ARBITRATION SHALL BE CONDUCTED IN ENGLISH IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION BY ONE ARBITRATOR APPOINTED IN ACCORDANCE WITH SUCH RULES. THE ARBITRATOR SHALL ALLOW SUCH DISCOVERY AS IS APPROPRIATE TO THE PURPOSES OF ARBITRATION IN ACCOMPLISHING A FAIR, SPEEDY AND COST-EFFECTIVE RESOLUTION OF THE DISPUTE. THE ARBITRATOR SHALL REFERENCE THE FEDERAL RULES OF CIVIL PROCEDURE THEN IN EFFECT IN SETTING THE SCOPE AND TIMING OF DISCOVERY. THE AWARD OF ARBITRATION SHALL BE FINAL AND BINDING UPON THE PARTIES HERETO. THE ARBITRATOR WILL AWARD TO THE PREVAILING PARTY ALL COSTS, FEES AND EXPENSES RELATED TO THE ARBITRATION, INCLUDING REASONABLE FEES AND EXPENSES OF ATTORNEYS, ACCOUNTANTS AND OTHER PROFESSIONALS INCURRED BY THE PREVAILING PARTY, AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.

(b)Subject to the foregoing, the parties hereto hereby irrevocably submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, to the extent the Court of Chancery of the State of Delaware does not have subject matter jurisdiction he Federal courts of the United States of America located in the State of Delaware, in each case, located within the City of Wilmington in the State of Delaware, in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to herein, and in respect of the Transactions, and hereby waive, and agree not to assert, as a defense in any Legal Proceeding for the interpretation or enforcement hereof or thereof, that it is not subject thereto or that such Legal Proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Legal Proceeding shall be heard and determined in such a Delaware State or Federal court. The parties hereto hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such Legal Proceeding in the manner provided in Section 9.2 or in such other manner as may be permitted by Applicable Law, shall be valid and sufficient service thereof. With respect to any particular Legal Proceeding, venue shall lie solely in Wilmington, Delaware. A party hereto may apply either to a court of competent jurisdiction or to an arbitrator, if one has been appointed, for prejudgment remedies and emergency relief pending final determination of a claim pursuant to this Section 9.11. The appointment of an arbitrator does not preclude a party hereto from seeking prejudgment remedies and emergency relief from a court of competent jurisdiction.

9.12Governing Law. This Agreement, all acts and transactions pursuant hereto and all obligations of the parties hereto shall be governed by and construed in accordance with the laws of the

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State of Delaware without reference to such state’s principles of conflicts of law that would refer a matter to a different jurisdiction.

9.13Rules of Construction. The parties hereto have been represented by counsel during the negotiation, preparation and execution of this Agreement and, therefore, hereby waive, with respect to this Agreement, each Schedule and each Exhibit attached hereto, the application of any Applicable Law or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document.

9.14Consent to Representation; Conflict of Interest. If the Converting Holders’ Agent so desires, acting on behalf of the Converting Holders and without the need for any consent or waiver by the Company, Acquirer, or Merger Sub, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP (“Gunderson”) shall be permitted to represent the Converting Holders after the Closing in connection with any matter, including anything related to the Transactions, any other agreements referenced herein or any disagreement or dispute relating thereto.  Without limiting the generality of the foregoing, after the Closing, Gunderson shall be permitted to represent the Converting Holders, any of their agents (including the Converting Holders’ Agent) and Affiliates, or any one or more of them, in connection with any negotiation, transaction, or dispute (including any litigation, arbitration, or other adversary proceeding) with Acquirer, the Company, or any of their agents or Affiliates under or relating to this Agreement, any Transaction, and any related matter, such as claims or disputes arising under other agreements entered into in connection with this Agreement, including with respect to any indemnification claims.  Acquirer, Merger Sub, and the Company further agree that, as to all communications among Gunderson and the Converting Holders’ Agent and the Converting Holders and their respective Affiliates (individually and collectively, the “Seller Group”) that relate in any way to the Transactions, the attorney-client privilege and the exception of client confidence belongs to Acquirer and may be controlled only by Acquirer except as set forth below.  This right to the attorney-client privilege shall exist even if such communications may exist on the Company’s computer system or in documents in the Company’s possession.  Following the Closing, such attorney-client privilege and the exception of client confidence belongs to Acquirer and may be controlled only by Acquirer, and shall not be claimed by any member of the Seller Group; provided that Acquirer agrees, solely with respect to any claim for indemnification made by Acquirer or any other Indemnified Person under Article VIII, not to (i) invoke any attendant attorney-client privilege, attorney work product protection or expectation of client confidentiality applicable to confidential communications between the Seller Group, the Company and their respective Affiliates, on the one hand, and Gunderson, on the other hand, or (ii) use such confidential communications as evidence in any dispute with the Seller Group in connection with any such claim for indemnification; provided, further, that the foregoing clause (ii) shall not apply to any claim made by an Indemnified Person in good faith based on fraud (including the element of scienter), intentional misrepresentation or willful breach of covenant.

[Signature Pages Follow]

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IN WITNESS WHEREOF, Acquirer, Merger Sub, the Company and the Converting Holders’ Agent have caused this Agreement and Plan of Merger to be executed and delivered by their respective officers thereunto duly authorized, all as of the date first written above.

Alteryx, Inc.

By: /s/ Mark Anderson    

Name: Mark Anderson    

Title: Chief Executive Officer    

Alteryx Thunder Sub, Inc.

By: /s/ Kevin E. Rubin    

Name: Kevin E. Rubin    

Title: Chief Executive Officer, President and Treasurer    

[Signature Page to Agreement and Plan of Merger]

IN WITNESS WHEREOF, Acquirer, Merger Sub, the Company and the Converting Holders’ Agent have caused this Agreement and Plan of Merger to be executed and delivered by their respective officers thereunto duly authorized, all as of the date first written above.

Trifacta Inc.

By: /s/ Adam Wilson    

Name: Adam Wilson    

Title: Chief Executive Officer    

[Signature Page to Agreement and Plan of Merger]

IN WITNESS WHEREOF, Acquirer, Merger Sub, the Company and the Converting Holders’ Agent have caused this Agreement and Plan of Merger to be executed and delivered by their respective officers thereunto duly authorized, all as of the date first written above.

Shareholder Representative Services LLC, solely in its capacity as Converting Holders’ Agent

By: /s/ Sam Riffe    

Name: Sam Riffe

Title: Managing Director

[Signature Page to Agreement and Plan of Merger]

Exhibit A

Definitions

As used herein, the following terms shall have the meanings indicated below:

“Acquisition Proposal” means, with respect to the Company, any agreement, offer, proposal or bona fide indication of interest (other than this Agreement or any other offer, proposal or indication of interest by Acquirer), or any public announcement of intention to enter into any such agreement or of (or intention to make) any offer, proposal or bona fide indication of interest, relating to, or involving: (i) any sale of Company Capital Stock (other than Permitted Issuances) or any merger, consolidation, business combination or similar transaction involving the Company, (ii) any sale, lease, mortgage, pledge, exchange, transfer, license (other than in the ordinary course of business consistent with past practice), acquisition, or disposition of more than 10% of the assets of the Company in any single transaction or series of related transactions, (iii) any liquidation, dissolution, recapitalization or other significant corporate reorganization of the Company, or any extraordinary dividend, whether of cash or other property or (iv) any other transaction outside of the ordinary course of business consistent with past practice the consummation of which would impede, interfere with, prevent or delay, or would reasonably be expected to impede, interfere with, prevent or delay, the consummation of the Merger or the other Transactions.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such Person, including any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person, in each case as of the date on which, or at any time during the period for which, the determination of affiliation is being made. For purposes of this definition, the term “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting securities or by Contract or otherwise.

“Aggregate Exercise Price” means the sum of the exercise prices of all vested In the Money Options and In the Money Warrants that are included in the Fully Diluted Company Common Stock.

“Amount Per Share” means the quotient obtained by dividing (i) the Merger Consideration by (ii) the Fully Diluted Company Common Stock.

“Anti-Corruption Law” means any Applicable Law relating to anti-bribery or anti-corruption (governmental or commercial), including the Foreign Corrupt Practices Act of 1977, as amended, and any other Applicable Law that prohibits the corrupt payment, offer, promise or authorization of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any Person, including any Government Official.

“Applicable Law” means, with respect to any Person, any federal, state, foreign, local, municipal or other law, statute, constitution, legislation, principle of common law, resolution, ordinance, code, edict, decree, rule, directive, license, permit, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity and any Orders applicable to such Person or such Person’s Affiliates or to any of their respective assets, properties or businesses.

“Business” means the business of the Company and the Subsidiaries as currently conducted and as currently proposed to be conducted pursuant to the Roadmap by the Company and the Subsidiaries.

“Business Day” means a day (i) other than Saturday or Sunday and (ii) on which commercial banks are open for business in Los Angeles, California and San Francisco, California.

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“Business Hours” means the period between 9:00 a.m. and 6:00 p.m., Pacific time, on a Business Day.

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act.

“CCC” means the California Corporations Code.

“Closing Net Working Capital Shortfall” means the amount, if any, by which the Closing Net Working Capital Target exceeds Company Net Working Capital as set forth in the Company Closing Financial Certificate.

“Closing Net Working Capital Surplus” means the amount, if any, by which Company Net Working Capital as set forth in the Company Closing Financial Certificate exceeds the Closing Net Working Capital Target.

“Closing Net Working Capital Target” means negative $10,600,000.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company Capital Stock” means the Company Common Stock and the Company Preferred Stock.

“Company Closing Cash” means (i) the cash in the Company’s bank accounts immediately prior to the Closing and any cash equivalents and marketable securities of the Company that are readily convertible into cash and are to be determined in accordance with GAAP as of immediately prior to the Closing, minus (ii) outstanding checks, payments in process that have not yet cleared, held checks, restricted cash, escrowed cash and any other third-party rights to such cash balances, plus (iii) any severance payments made to Identified Employees that are terminated prior to the Closing at Acquirer’s request; provided that the amount of such severance payments is mutually agreed upon by the Company and Acquirer. For the avoidance of doubt, “Company Closing Cash” excludes account receivables, deposits in transit, inventory, and other current assets as of the Closing Date.

“Company Closing Financial Certificate” means a certificate executed by the Chief Financial Officer of the Company dated as of the Closing Date, certifying, as of the Closing, the amount of (i) Company Net Working Capital (including (A) an itemized list of each element of the Company’s consolidated total current assets and (B) an itemized list of each element of the Company’s consolidated total current liabilities), (ii) Company Closing Cash, (iii) Company Debt issued and outstanding as of the Closing Date (along with an itemized list of each Company Debt with a description of the nature of such Company Debt and the Person to whom such Company Debt is owed) and (iv) any Transaction Expenses that are incurred but unpaid as of the Closing (along with an itemized list of such Transaction Expenses and the Person to whom they are owed).

“Company Common Stock” means the common stock, par value of $0.0001 per share, of the Company.

“Company Debt” means, without duplication: (i) all obligations (including the principal amount thereof or, if applicable, the accreted amount thereof and the amount of accrued and unpaid interest thereon) of the Company and the Subsidiaries, whether or not represented by bonds, debentures, notes or other securities (whether or not convertible into any other security), for the repayment of money borrowed, whether owing to banks, financial institutions, on equipment leases or otherwise, (ii) all obligations of the Company and the Subsidiaries to pay rent or other payment amounts under a lease which is required to be classified as a capital lease or a liability on the face of a balance sheet prepared in accordance with GAAP, (iii) all obligations of the Company and the Subsidiaries under any interest rate swap agreement, forward rate agreement, interest rate cap or collar agreement or other financial agreement or arrangement entered into for the purpose of limiting or managing interest rate risks, (iv) all obligations secured by any Encumbrance existing on property owned by the Company and the Subsidiaries, whether or not indebtedness secured thereby will have been assumed, (v) all premiums, penalties, fees, expenses, breakage costs and change of control payments required to be paid or offered in

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respect of any of the foregoing on prepayment, as a result of the consummation of the Transactions or in connection with any lender consent, (vi) all Taxes deferred pursuant to an election under Section 965(h) of the Code and all employer Taxes deferred under the CARES Act, (vii) all accrued Liabilities for vacation or PTO payable to individuals that are not Continuing Employees with respect to any periods preceding the Effective Time, (viii) all accrued but unpaid bonuses, commissions and other similar compensation obligations with respect to any periods preceding the Effective Time, (ix) all unfunded pension liabilities and (x) all guaranties, endorsements, assumptions and other contingent obligations of the Company and the Subsidiaries in respect of, or to purchase or to otherwise acquire, any of the obligations and other matters of the kind described in any of the clauses (i) through (v) appertaining to third parties.

“Company Net Working Capital” means (i) the Company’s consolidated total current assets as of the Closing (as defined by and determined in accordance with GAAP as applied in the Company Balance Sheet) minus (ii) the Company’s consolidated total current liabilities as of the Closing (as defined by and determined in accordance with GAAP as applied in the Company Balance Sheet). For purposes of calculating Company Net Working Capital, the Company’s current assets shall (regardless of whether they would be treated as a current asset under GAAP as applied in the Company Balance Sheet) exclude Company Closing Cash and deferred Tax assets and Accounts Receivable shall exclude any amounts not collected (x) within 60 days following the Closing Date with respect to Accounts Receivable that is more than 30 days past due as of the Closing Date and (y) within 90 days following the Closing Date for all other Accounts Receivable, in each case except for Accounts Receivable arising from transactions with the parties set forth on Schedule 2.4(e) of the Company Disclosure Letter, which Accounts Receivable shall be collected within 105 days following the Closing Date. For purposes of calculating Company Net Working Capital, the Company’s current liabilities shall (regardless of whether they would be treated as a current liability under GAAP as applied in the Company Balance Sheet) (A) include, without duplication, all accrued and unpaid Taxes of the Company for any Pre-Closing Tax Period, Taxes described in Section 1.7 and any other Liabilities of the Company for Taxes as of the Closing (including, for clarity, payroll Taxes or other Taxes arising in connection with any payment required pursuant to, or arising as a result of, this Agreement or the Transactions but excluding all Taxes deferred pursuant to an election under Section 965(h) of the Code and all employer Taxes deferred under the CARES Act), whether or not such Liabilities for Taxes would be then due and payable, and all short-term and long-term deferred revenue, and (B) exclude all Liabilities for Transaction Expenses that are incurred but unpaid as of the Closing and Company Debt that is issued and outstanding as of the Closing.

“Company Option Plan” means, collectively, each stock option plan, program or arrangement of the Company.

“Company Optionholders” means (i) with respect to any time before the Effective Time, collectively, the holders of record of Company Options outstanding as of such time and (ii) with respect to any time at or after the Effective Time, collectively, the holders of record of Company Options outstanding as of immediately prior to the Effective Time.

“Company Options” means options to purchase shares of Company Common Stock.

“Company Preferred Stock” means the Company Series A Preferred Stock, the Company Series B Preferred Stock, the Company Series C Preferred Stock, the Company Series C-1 Preferred Stock, the Company Series D Preferred Stock and the Company Series E Preferred Stock.

“Company Securityholders” means, collectively, the Company Stockholders, Company Optionholders and Company Warrantholders.

“Company Series A Preferred Stock” means the Company’s Series A Preferred Stock, par value $0.00001 per share.

“Company Series B Preferred Stock” means the Company’s Series B Preferred Stock, par value $0.00001 per share.

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“Company Series C Preferred Stock” means the Company’s Series C Preferred Stock, par value $0.00001 per share.

“Company Series C-1 Preferred Stock” means the Company’s Series C-1 Preferred Stock, par value $0.00001 per share.

“Company Series D Preferred Stock” means the Company’s Series D Preferred Stock, par value $0.00001 per share.

“Company Series E Preferred Stock” means the Company’s Series E Preferred Stock, par value $0.00001 per share.

“Company Stockholders” means (i) with respect to any time before the Effective Time, collectively, the holders of record of shares of Company Capital Stock outstanding as of such time and (ii) with respect to any time at or after the Effective Time, collectively, the holders of record of shares of Company Capital Stock outstanding as of immediately prior to the Effective Time.

“Company Transaction Documents” means this Agreement and each other Transaction Document to which the Company is or will be a party.

“Company Warrantholders” means (i) with respect to any time before the Effective Time, collectively, the holders of record of Company Warrants outstanding as of such time and (ii) with respect to any time at or after the Effective Time, collectively, the holders of record of Company Warrants outstanding as of immediately prior to the Effective Time.

“Company Warrants” means warrants to purchase shares of Company Capital Stock.

“Continuing Employees” means (i) the employees of the Company in the U.S. who are offered continued employment with Acquirer, the Surviving Corporation or one of their respective subsidiaries, and who execute an offer letter (or, in the case of the Named Employees or Holdback Employees, an Offer Letter, Non-Competition Agreement and Holdback Agreement, as applicable), in each case, who accept employment to remain employees of the Surviving Corporation or become employees of Acquirer or one of its subsidiaries as of immediately after the Effective Time and (ii) those employees of the Company, Surviving Corporation or one of their respective Subsidiaries outside of the U.S who remain employees of the Company, Surviving Corporation or one of their respective Subsidiaries as of immediately after the Effective Time, but in each case excluding any Designated Employees.

“Contract” means any written or oral legally binding contract, agreement, instrument, commitment or undertaking of any nature (including leases, subleases, licenses, mortgages, notes, guarantees, sublicenses, subcontracts, letters of intent and purchase orders) as of the Agreement Date or as may hereafter be in effect, including all amendments, supplements, exhibits and schedules thereto.

“Converting Holders” means all (i) Company Stockholders (other than those Company Stockholders all of whose shares of Company Capital Stock constitute Dissenting Shares), (ii) Company Optionholders holding vested In the Money Options and (iii) Company Warrantholders, in each case as of immediately prior to the Effective Time.

“DGCL” means the General Corporation Law of the State of Delaware.

“Dissenting Shares” means any shares of Company Capital Stock that are issued and outstanding immediately prior to the Effective Time and in respect of which appraisal rights shall have been perfected, and not waived, withdrawn or lost, in accordance with the DGCL or the CCC in connection with the Merger.

“EEA” means the European Economic Area.

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“Encumbrance” means, with respect to any asset, any mortgage, easement, encroachment, equitable interest, right of way, deed of trust, lien (statutory or other), pledge, charge, security interest, title retention device, conditional sale or other security arrangement, collateral assignment, claim, community property interest, adverse claim of title, ownership or right to use, right of first refusal, restriction or other encumbrance of any kind in respect of such asset (including any restriction on (i) the voting of any security or the transfer of any security or other asset, (ii) the receipt of any income derived from any asset, (iii) the use of any asset and (iv) the possession, exercise or transfer of any other attribute of ownership of any asset).

“Environmental, Health and Safety Requirements” means all Applicable Law concerning or relating to worker/occupational health and safety, or pollution or protection of the environment, including those relating to the presence, use, manufacturing, refining, production, generation, handling, transportation, treatment, recycling, transfer, storage, disposal, distribution, importing, labeling, testing, processing, discharge, release, threatened release, control or other action or failure to act involving cleanup of any hazardous materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, noise or radiation, each as amended and as now in effect.

“Equity Interests” means, with respect to any Person, any capital stock of, or other ownership, membership, partnership, joint venture or equity interest in, such Person or any indebtedness, securities, options, warrants, call, subscription or other rights or entitlements of, or granted by, such Person or any of its Affiliates that are convertible into, or are exercisable or exchangeable for, or giving any Person any right or entitlement to acquire any such capital stock or other ownership, partnership, joint venture or equity interest, in all cases, whether vested or unvested.

“Escrow Amount” means $40,000,000.

“FIRPTA” means the Foreign Investment in Real Property Tax Act of 1980, as amended.

“Fully Diluted Company Common Stock” means the sum, without duplication, of (i) the aggregate number of shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time, (ii) the aggregate number of shares of Company Common Stock that are issuable upon the exercise of vested In the Money Options or other direct or indirect rights to acquire shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time, (iii) the aggregate number of shares of Company Capital Stock that would be issuable upon the conversion of any convertible securities of the Company outstanding immediately prior to the Effective Time, including the Company Preferred Stock, and (iv) the aggregate number of shares of Company Capital Stock purchasable under or otherwise subject to any rights (other than Company Options) to acquire shares of Company Capital Stock (whether or not immediately exercisable) outstanding immediately prior to the Effective Time.

“GAAP” means United States generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, that are applicable to the circumstances of the date of determination, consistently applied.

“Government Official” means (i) any official, employee, agent or representative of, or any Person acting in an official capacity for or on behalf of, any Governmental Entity, (ii) any political party, political party official or candidate for political office, (iii) any official, employee, agent or representative of, or any Person acting in an official capacity for or on behalf of, a company, business, enterprise or other entity owned or controlled by any Governmental Entity or (iv) any official, employee, agent or representative of, or any Person acting in an official capacity for or on behalf of, a public international organization.

“Governmental Entity” means any supranational, national, state, municipal, local or foreign government, any court, tribunal, arbitrator, administrative agency, commission or other Government Official, authority or instrumentality, in each case whether domestic or foreign, any stock exchange or similar self-regulatory organization or any quasi-governmental or private body exercising

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any executive, legislative, judicial, regulatory, Tax Authority or other functions of, or pertaining to, government authority (including any governmental or political division, department, agency, commission, instrumentality, official, organization, unit, body or entity and any court or other tribunal).

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“In the Money Options” means the unexercised, validly issued and unexpired Company Options or portions of Company Options that are outstanding immediately prior to the Effective Time and that have an exercise price that is less than the Amount Per Share, whether vested or unvested.

“In the Money Warrant” means a Company Warrant (or portion thereof, as applicable) that is outstanding and vested and unexercised as of immediately prior to the Closing and that has an exercise price per share that is less than the Amount Per Share.

“IRS” means the U.S. Internal Revenue Service.

“knowledge” means, in the case of the Company, the knowledge of the Named Employees, [*], [*], [*] and [*] after reasonable inquiry of their direct reports with operational responsibility for the matters in question.

“Legal Proceeding” means any private or governmental action, inquiry, claim, counterclaim, proceeding, suit, hearing, litigation, audit or investigation, in each case by or before a Governmental Entity and whether civil, criminal, administrative, judicial or investigative, or any appeal therefrom.

“Liabilities” (and, with correlative meaning, “Liability”)means all debts, liabilities, commitments and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, determined or determinable, liquidated or unliquidated, asserted or unasserted, known or unknown, whenever or however arising, including those arising under Applicable Law or any Legal Proceeding or Order of a Governmental Entity and those arising under any Contract, regardless of whether such debt, liability, commitment or obligation would be required to be reflected on a balance sheet prepared in accordance with GAAP or disclosed in the notes thereto.

“Material Adverse Effect” with respect to any Person means any change, event, violation, inaccuracy, circumstance or effect (each, an “Effect”) that, individually or taken together with all other Effects, and regardless of whether such Effect constitutes an inaccuracy in the representations or warranties made by, or a breach of the covenants, agreements or obligations of, such Person herein, (i) is, or would reasonably be expected to be or become, materially adverse in relation to the near-term or longer-term financial condition, business, operations or results of operations of such Person and its subsidiaries, taken as a whole, except to the extent that any such Effect directly results from: (A) changes in general economic conditions or the global economy generally (including changes in the financial, debt, capital, credit or securities markets, including interest or exchange rates) (provided that such changes do not affect such Person disproportionately as compared to such Person’s competitors (in which case, only the extent of such disproportionate effect shall be taken into account when determining whether there is a “Material Adverse Effect”)), (B) changes affecting the industry generally in which such Person operates (provided that such changes do not affect such Person disproportionately as compared to such Person’s competitors (in which case, only the extent of such disproportionate effect shall be taken into account when determining whether there is a “Material Adverse Effect”)), (C) changes in Applicable Law or GAAP or the enforcement or interpretation of any of the foregoing (provided that such changes do not affect such Person disproportionately as compared to such Person’s competitors (in which case, only the extent of such disproportionate effect shall be taken into account when determining whether there is a “Material Adverse Effect”)), (D) changes resulting from geopolitical conditions, outbreaks of hostilities, acts of war, sabotage, terrorism, earthquakes, hurricanes, tsunamis, tornados, floods, mudslides, wildfire, or other natural disasters and other force majeure events (provided that such changes do not affect such Person disproportionately as compared to such Person’s competitors (in which case, only the extent of such disproportionate effect shall be taken into account when determining whether there is a “Material Adverse Effect”)), (E) epidemics, pandemics or disease outbreaks (including COVID-19), the results of

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actions of a Governmental Entity in response thereto, the economic impact thereof, and in respect of each of the foregoing, any worsening or other changes thereto (provided that such changes do not affect such Person disproportionately as compared to such Person’s competitors (in which case, only the extent of such disproportionate effect shall be taken into account when determining whether there is a “Material Adverse Effect”)), (F) changes in regulatory, legislative or political conditions in the United States or any other country or region in the world (provided that such changes do not affect such Person disproportionately as compared to such Person’s competitors (in which case, only the extent of such disproportionate effect shall be taken into account when determining whether there is a “Material Adverse Effect”)), (G) the announcement by Acquirer of this Agreement or the Transactions, solely to the extent such Effect is demonstrated to be as a result of the identity of Acquirer, (H) any action taken (or failed to be taken) by the Company to the extent required by this Agreement or requested by Acquirer in writing, (I) any failure to meet financial projections, estimates or forecasts (it being understood that the underlying cause of such failure may be taken into account if otherwise eligible pursuant to this proviso) or (ii) materially and adversely affects, or would reasonably be expected to materially and adversely affect, such Person’s ability to consummate the Transactions in accordance with this Agreement and Applicable Law.

“Merger Consideration” means (i) the Purchase Price, plus (ii) the Aggregate Exercise Price, plus (iii) the Company Closing Cash, plus (iv) the Closing Net Working Capital Surplus, if any, minus (v) the Closing Net Working Capital Shortfall, if any, minus (vi) the amount of Transaction Expenses that are unpaid as of the Closing minus (vii) the amount of outstanding Company Debt as of the Closing Date.

“NYSE” means the New York Stock Exchange.

“Order” means any judgment, writ, decree, stipulation, determination, decision, award, rule, preliminary or permanent injunction, temporary restraining order or other order.

“Permitted Encumbrances” means: (i) statutory liens for Taxes that are not yet delinquent or liens for Taxes being contested in good faith by any appropriate proceedings for which adequate reserves have been established, (ii) statutory liens to secure obligations to landlords, lessors or renters under leases or rental agreements, (iii) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance or similar programs mandated by Applicable Law, (iv) statutory liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies and other like liens, (v) liens in favor of customs and revenue authorities arising as a matter of Applicable Law to secure payments of customs duties in connection with the importation of goods, (vi) any non-exclusive license of Intellectual Property and attendant contractual restrictions, (vii) nonexclusive object code licenses of software by the Company in the ordinary course of business consistent with past practice, and (viii) contractual restrictions on inbound licenses to Third-Party Intellectual Property.

“Person” means any natural person, company, corporation, limited liability company, general partnership, limited partnership, limited liability partnership, trust, estate, proprietorship, joint venture, business organization or Governmental Entity.

“Pre-Closing Taxes” means, without duplication, any (i) Taxes of the Company and each of the Subsidiaries for a Pre-Closing Tax Period and (ii) any Taxes of any other Person for which the Company or any of the Subsidiaries is liable if the agreement, event or occurrence giving rise to such Taxes was entered into, occurred or arose on or before the Closing Date. For clarity, Pre-Closing Taxes includes (i) any payroll Taxes or other Taxes of the Company arising in connection with any payment required pursuant to, or arising as a result of, this Agreement or the Transactions, whether or not such Taxes are due and payable as of the Closing Date (but for the avoidance of doubt, excluding any payroll or employment Taxes related to compensatory payments for services performed after the Closing), and (ii) any Taxes of the Company or any of the Subsidiaries arising as a result of any income inclusion under Section 951 of the Code in any Taxable period by reason of Section 965 of the Code (or any analogous or similar provision under any state law) notwithstanding any election to defer the payment of such Taxes under Section 965(h) of the Code and whether or not such Taxes are due and payable as of the Closing Date. In the case of any Taxes of the Company or any of the Subsidiaries that are imposed on a periodic basis and that are payable for a Taxable period that includes (but does not end on) the Closing Date, (i)

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Taxes based upon income, gains, sales, proceeds, profits, receipts, wages, compensation, payments or similar items shall be treated as Pre-Closing Taxes based on a closing of the books as of the end of the Closing Date, and (ii) any other Taxes shall be treated as Pre-Closing Taxes in an amount equal to the amount of such Taxes for the entire Taxable period multiplied by a fraction, the numerator of which is the number of days in the Taxable period through and including the Closing Date, and the denominator of which is the total number of days in the taxable period; provided that any Taxes of the Company and each of the Subsidiaries arising as a result of any income inclusion under Section 951 or 951A of the Code shall be deemed to arise in a Pre-Closing Tax Period to the extent such inclusion is attributable to the income of a foreign entity arising in any such period; provided, further, that such inclusion shall be calculated as if the Taxable year (as determined for U.S. federal income Tax purposes) of such foreign entity ended on the Closing Date. Any credits for a Taxable period that includes (but does end on) the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. Notwithstanding any provision to the contrary in this definition, Pre-Closing Taxes shall not include (a) any Taxes arising from any transactions outside the ordinary course of business entered into by the Company at the direction of Acquirer on the Closing Date after the Closing, other than any transaction explicitly contemplated by this Agreement, (b) Acquirer’s share of any Transfer Taxes pursuant to Section 1.7 or (c) any Taxes arising from an election by Acquirer or its Affiliates under Section 338(g) or 336 of the Code with respect to the Merger.

“Pre-Closing Tax Period” means any Taxable period (or portion thereof) ending on or prior to the Closing Date.

“Pro Rata Share” means, with respect to each Converting Holder, a fraction, the numerator of which is the aggregate amount of cash such Converting Holder is entitled to receive pursuant to Section 1.3(a)(i) with respect to shares of Company Capital Stock, Section 1.3(a)(iii) with respect to vested In the Money Options and Section 1.3(a)(iv) with respect to In the Money Warrants, and the denominator of which is the aggregate amount of cash that all Converting Holders are entitled to receive pursuant to Section 1.3(a)(i) with respect to shares of Company Capital Stock, Section 1.3(a)(iii) with respect to vested In the Money Options and Section 1.3(a)(iv) with respect to In the Money Warrants.

“PTO” means, with respect to any employee the liabilities with respect to all accrued or unused and unpaid vacation, sick leave, other paid time off and any statutory employee accruals of a substantially similar nature required by Applicable Law (for the avoidance of doubt, excluding notice and severance accruals), in each case, as of the Closing Date.

“Purchase Price” means $400,000,000.

“Representatives” means, with respect to a Person, such Person’s officers, directors, Affiliates, stockholders or employees, or any investment banker, attorney, accountant, auditor or other advisor or representative retained by any of them.

“Securities Act” means the Securities Act of 1933, as amended.

“Standard Outbound IP Licenses” means: (A) Contracts with customers containing nonexclusive licenses granted in the ordinary course of business, (B) licenses to Confidential Information under non-disclosure and confidentiality agreements entered into in the ordinary course of business and consistent with past practice, (C) nonexclusive license agreements for licenses to Company-Owned Intellectual Property or Company Products granted by the Company or its Subsidiaries to vendors and service providers for the limited purpose of providing the applicable services to the Company, or (D) non-exclusive licenses granted by the Company or any of its Subsidiaries in the ordinary course of business for the use of the Company or a Subsidiary’s name or logo for marketing or similar purposes.

“subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company or other Person of which such Person, either alone or together with one or more subsidiaries or by one or more other subsidiaries (i) directly or indirectly owns or purports to own, beneficially or of record securities or other interests representing more than 50% of the outstanding equity, voting power, or financial interests of such other Person or (ii) is entitled, by Contract or

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otherwise, to elect, appoint or designate directors constituting a majority of the members of such other Person’s board of directors or other governing body.

“Subsidiary” means any subsidiary of the Company.

“Tax” (and, with correlative meaning, “Taxes” and “Taxable”) means (i) any net income, alternative or add-on minimum tax, gross income, estimated, gross receipts, sales, use, ad valorem, value added, transfer, franchise, fringe benefit, capital stock, profits, license, registration, withholding, payroll, social security (or equivalent), employment, unemployment, disability, excise, severance, stamp, occupation, premium, property (real, tangible or intangible), environmental or windfall profit tax, unclaimed property or escheat, custom duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or any penalty, addition to tax or additional amount (whether disputed or not) imposed by any Governmental Entity responsible for the imposition of any such tax (domestic or foreign) (each, a “Tax Authority”), (ii) any Liability for the payment of any amounts of the type described in clause (i) of this sentence as a result of being a member of an affiliated, consolidated, combined, unitary or aggregate group for any Taxable period and (iii) any Liability for the payment of any amounts of the type described in clause (i) or (ii) of this sentence as a result of being a transferee of or successor to any Person or as a result of any express or implied obligation to assume such Taxes or to indemnify any other Person.

“Tax Return” means any return, statement, report or form (including estimated Tax returns and reports, withholding Tax returns and reports, any schedule or attachment, and information returns and reports) filed or required to be filed with respect to Taxes.

“Transaction Document” means, collectively, this Agreement and each other agreement or document referred to in this Agreement or to be executed in connection with any of the Transactions.

“Transaction Expenses” means all third-party fees, costs, expenses, payments and expenditures incurred by or on behalf of the Company in connection with the Merger, this Agreement and the Transactions, whether or not incurred, billed or accrued (including (i) any fees, costs, expenses, payments and expenditures of legal counsel and accountants, (ii) the maximum amount of fees, costs, expenses, payments and expenditures payable to brokers, finders, financial advisors, investment bankers or similar Persons notwithstanding any earn-outs, escrows or other contingencies, (iii) all commission obligations, bonuses or severance obligations owed by the Company or the Subsidiaries to any of their respective directors, employees and/or consultants in connection with the Merger, including the Company Bonuses, that are unpaid as of the Closing (excluding (x) any notice and severance payments made to Identified Employees (provided that the amount of such notice and severance payments is mutually agreed upon by the Company and Acquirer) and (y) any such payment that is triggered by the subsequent termination of employment with Acquirer), (iv) the cost of a six-year D&O “tail policy” to be procured prior to the Closing and (v) any such fees, costs, expenses, payments and expenditures incurred by Company Securityholders paid for or to be paid for by the Company).

“Unvested Company Shares” means shares of Company Capital Stock that are not vested under the terms of any Contract with the Company or subject to forfeiture or a right of repurchase by the Company (including any stock option agreement, stock option exercise agreement or restricted stock purchase agreement).

Other capitalized terms used herein and not defined in this Exhibit A shall have the meanings assigned to such terms in the following Sections:

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“2010 Health Care Law”    2.12(i)

“280G Stockholder Approval”    5.15

“401(k) Plan”    1.2(b)(ix)

“Accounts Receivable”    2.4(e)

“Acquirer”    Preamble

“Acquirer Merger Consideration Notice”    1.5(b)

“Acquirer’s Difference”    1.5(h)

“Agreement”    Preamble

“Agreement Date”    Preamble

“Antitrust Laws”    5.4(b)

“Antitrust Restraint”    5.4(c)

“Author”    2.10(g)

“Awards”    5.12

“Basket”    8.3(a)

“Board”    Recitals

“Bonus Agreement”     1.2(b)(xxiii)

“Bonus Recipient”    5.19

“Bylaws”    1.2(b)(ii)

“Certificate of Incorporation”    1.2(b)(ii)

“Certificate ofMerger”    1.1(d)

“Certificates”    1.4(a)(i)

“Claim Certificate”    8.5(a)

“Claims Period”    8.4

“Closing”    1.1(c)

“Closing Date”    1.1(c)

“COBRA”    2.12(i)

“Company”    Preamble

“Company Authorizations”    2.8(b)

“Company Balance Sheet”    2.4(b)

“Company Balance Sheet Date”    2.4(b)

“Company Bonus”    5.19

“Company Data”    2.10(a)(i)

“Company Data Agreement”    2.10(a)(ii)

“Company Databases”    2.10(a)(iii)

“Company Disclosure Letter”    Article II

“Company Employee Plans”    2.12(a)

“Company Intellectual Property”    2.10(a)(iv)

“Company Intellectual Property Agreements”    2.10(a)(v)

“Company-Licensed Data”    2.10(a)(vi)

“Company-Owned Data”    2.10(a)(vii)

“Company-Owned Intellectual
Property”    2.10(a)(viii)

“Company Privacy Commitments”    2.10(a)(ix)

“Company Privacy Policies”    2.10(a)(x)

“Company Products”    2.10(a)(xi)

“Company Registered Intellectual Property”    2.10(a)(xii)

“Company Source Code”    2.10(a)(xiii)

“Company Stockholder Approval”    2.3(a)

“Company Voting Debt”    2.2(e)

“Company Websites”    2.10(a)(xiv)

“Confidential Information”    2.10(i)

“Confidentiality Agreement”    5.3(a)

“Consenting Stockholders”    Recitals

“Converting Holders’ Agent”    Preamble

“Converting Holders’ Agent’s Difference”    1.5(h)

“D&O Indemnified Person”     5.16(b)

“Designated Employees”    5.10(a)

“Effective Time”    1.1(d)

“Employee Representative”    2.12(m)

“ERISA”    2.12(a)

“ERISA Affiliate”    2.12(a)

“Escrow Agent”    8.1(a)

“Escrow Agreement”    1.2(a)(ii)

“Escrow Fund”    8.1(a)

“Escrow Release Date”    8.1(a)

“Expense Fund”     8.7(d)

“Export Approvals”    2.20

“Final Merger Consideration”    1.5(f)

“Final Merger Consideration Shortfall”    1.5(f)

“Final Merger Consideration Surplus”    1.5(g)

“Financial Statements”    2.4(a)

“Government Contract”    2.16(a)(xxvii)

“Gunderson”    9.14

“HIPAA”    2.10(p)(ix)

“Holdback Agreement”    Recitals

“Holdback Employee”    Recitals

“ICT Infrastructure”    2.10(a)(xv)

“Identified Contractor”     1.2(b)(xv)

“Identified Employees”    5.10(a)

“Indemnifiable Damages”    8.2(a)

“Indemnified Person”    8.2(a)

“Intellectual Property”    2.10(a)(xvi)

“Intellectual Property Rights”    2.10(a)(xvii)

“Labor Agreement”    2.12(m)

“Letter of Transmittal”    1.4(a)(i)

“Material Contracts”    2.16(a)

“Merger”    Recitals

“Merger Consideration Calculations”     1.5(b)

“Merger Sub”    Preamble

“Named Employee”    Recitals

“New Litigation Claim”    5.6

“Non-Competition Agreement”    Recitals

“Notice of Objection”    1.5(c)

“Offer Letter”    Recitals

“Open Source Materials”    2.10(a)(xviii)

“Option Payments”    1.3(a)(iii)

“Option Promisees”    1.2(b)(xxiv)

“Option Waiver”     1.2(b)(xxii)

“Optionholder Agreement”     1.2(b)(xxi)

“Parachute Payment Waiver”    1.2(b)(xix)

“Paying Agent”    1.4(a)(ii)

“Permitted Issuances”    4.2(e)

“Personal Data”    2.10(a)(xix)

“Privacy Laws”    2.10(a)(xx)

“Process” or “Processing”    2.10(a)(xxi)

“Promised Option Waiver
Agreement”     1.2(b)(xxiv)

“Proprietary Information and Technology”    2.10(a)(xxii)

“R&D Sponsor”    2.10(e)

“Representative Losses”     8.7(b)

“Requisite Stockholder Approval”    6.3(i)

“Reviewing Accountant”    1.5(e)

“Roadmap”     2.10(a)(xi)

“Section 280G Payments”    5.15

“Security Incident”    2.10(q)(i)

“Security Reports”    1.2(b)(xxix)

“Seller Group”    9.14

“Seller Prepared Tax Returns”    5.14(c)

“Separation Agreement”    1.2(b)(xiv)

“Significant Customer”    2.21

“Significant Supplier”    2.22

“Special Claims”    8.3(b)

“Special Representations”    8.3(b)

“Spreadsheet”    5.8

“SRS Engagement Letter”    8.7(b)

“Standard Inbound IP Licenses”    2.16(a)(v)

“Standard On Form Outbound IP
Licenses”    2.16(a)(v)

“Stockholder Agreement”     Recitals

“Stockholder Notice”    5.1(c)

“Surviving Corporation”    1.1(a)

“Tax Authority”    “Tax”

“Tax Proceeding”    5.14(d)

“Termination Date”    7.1(b)

“Third-Party Claim”    8.8

“Third-Party Intellectual
Property”    2.10(a)(xxiii)

“Tracking Data”    2.10(a)(xxiv)

“Transactions”    Recitals

“Transfer Taxes”    1.7

“Unvested Cash”     1.3(a)(ii)

“Upgrades”     1.2(b)(xxix)

“U.S. Continuing Employee”     1.2(b)(v)

“WARN Act”    2.12(i)

“Warrant Cancellation Agreements”    1.2(b)(xxx)

“Written Consent”    Recitals

EX-10.1

Exhibit 10.1

Severance and Change in Control Agreement

This Severance and Change in Control Agreement, including the Executive Addendum attached hereto (collectively, the “Agreement”), is entered into by and between [________] (the “Executive”) and Alteryx, Inc., a Delaware corporation (the “Company”) with effect [________], 20[__] (the “Effective Date”). [This Agreement supersedes and replaces in its entirety the Severance and Change in Control Agreement, including the Executive Addendum attached thereto, previously entered into by and between Executive and the Company dated [________], 20[___].]

1.Term of Agreement.

This Agreement shall terminate the earlier of (i) the date the Executive’s employment with the Company terminates for a reason other than a Qualifying Termination as described below or (ii) the date the Company has met all of its obligations under this Agreement following a Qualifying Termination of the Executive’s employment.

2.Severance Benefit.

Any other provision of this Agreement notwithstanding, Executive’s receipt of any payments or benefits under this Section 2 is subject to Executive’s delivery to the Company of a general release (in a form prescribed by the Company and provided to other executives similarly situated) of all known and unknown claims that he or she may then have against the Company or persons affiliated with the Company (the “Release”), and satisfaction of all conditions to make the Release effective, within sixty (60) days following Executive’s Qualifying Termination (such sixty (60) day period, the “ReleasePeriod”). In no event will any payment or benefits under this Agreement be paid or provided until the Release becomes effective and irrevocable.

Payment of the severance payment and health care benefits pursuant Section 2(a)(i) and (ii) and Section 2(b)(i) and (ii), as applicable, shall be made in monthly installments, beginning in the first payroll period following expiration of the Release Period, with any payments that would have occurred during the Release Period, but for the immediately preceding paragraph, payable in a lump sum without interest on the first payment date, and all other amounts payable in accordance with the payment schedule described above.

(a)Other than During a Change in Control Period. If the Executive is subject to a Qualifying Termination other than during a Change in Control Period, the Executive shall be entitled to the following:

(i)Severance Payments.    The Company shall pay the Executive the Severance Multiple (Other than During a Change in Control Period) as defined in the Executive Addendum. To the extent the foregoing amount is payable under Section 2(b), it will not be paid under this Section 2(a).

(ii)Health Care Benefit.    If the Executive elects to continue his or her health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following the termination of his or her employment, then the Company shall pay the Executive’s monthly premium under COBRA until the earliest of (A) the COBRA Continuation Period (Other than During a Change in Control Period) as defined in the Executive Addendum, (B) the date when the Executive receives similar coverage with a new employer or (C) the expiration of the Executive’s continuation coverage under COBRA.

(b)During a Change in Control Period. If the Executive is subject to a Qualifying Termination during a Change in Control Period, the Executive shall be entitled to the following:

(i)Severance Payments.     The Company shall pay the Executive an amount equal to the sum of (A) the Severance Multiple (During a Change in Control Period) as defined in the Executive Addendum, provided that, to the extent the foregoing amount is payable under Section 2(a), it will not be

paid under this Section 2(b) and (B) one-hundred percent (100%) of the Executive’s annual target bonus opportunity at the rate in effect when the Qualifying Termination occurred or when the Change in Control occurred, whichever is greater.

(ii)Health Care Benefit.    If the Executive elects to continue his or her health insurance coverage under COBRA following the termination of his or her employment, then the Company shall pay the Executive’s monthly premium under COBRA until the earliest of (1) the COBRA Continuation Period (During a Change in Control Period) as defined in the Executive Addendum, (2) the date when the Executive receives similar coverage with a new employer or (3) the expiration of the Executive’s continuation coverage under COBRA.

(iii)Equity.

(1)Each of Executive’s then-outstanding unvested Equity Awards, other than Performance Awards (defined below), shall accelerate and become vested and exercisable or settleable with respect [100/50]% of the then-unvested shares subject thereto. With respect to awards that would otherwise vest only upon satisfaction of performance criteria (“Performance Awards”), then the vesting will accelerate as set forth in the terms of the applicable performance-based Equity Award agreement. Subject to Section 2(d), the accelerated vesting described above shall be effective as of the Qualifying Termination; provided, that, if the Qualified Termination during a Change in Control Period occurs prior to the Change in Control, then any unvested portion of the terminated Executive’s Equity Awards will remain outstanding for three (3) months following the Qualifying Termination (provided that in no event will the terminated Executive’s Equity Awards remain outstanding beyond the expiration of the Equity Award’s maximum term). In the event that the proposed Change in Control is terminated without having been completed, any unvested portion of the terminated Executive’s Equity Awards automatically will be forfeited permanently without having vested effective three (3) months following the Executive’s Qualifying Termination.

(2)Notwithstanding anything to the contrary, if the successor or acquiring corporation (if any) of the Company refuses to assume, convert, replace or substitute Executive’s unvested Equity Awards, as provided in Section 21.1 of the Company’s 2017 Equity Incentive Plan (the “2017 Plan”), in connection with a Corporate Transaction (as defined in the Plan), or as provided in Section 12 of the Company’s 2013 Stock Plan (the “2013 Plan” and together with the 2017 Plan, the “Plans”) in connection with a Change of Control (as defined in the 2013 Plan) then notwithstanding any other provision in this Agreement, the Plans or any Equity Award Agreement to the contrary, each of Executive’s then-outstanding and unvested Equity Awards, other than Performance Awards, that are not assumed, converted, replaced or substituted, shall accelerate and become vested and exercisable as to [100/50]% of the then-unvested shares subject to the Equity Awards effective immediately prior to the Corporate Transaction or Change of Control, as applicable and terminate to the extent not exercised (as applicable) upon the Corporate Transaction or Change of Control, as applicable. With respect to Performance Awards, the vesting for such Performance Awards will accelerate as set forth in the terms of the applicable performance-based Equity Award agreement.

(c)Special Cash Payments in Lieu of COBRA Premiums. Notwithstanding Section 2(a)(ii) or Section 2(b)(ii) above, if the Executive is eligible for, and the Company determines, in its sole discretion, that it cannot pay, the COBRA premiums without a substantial risk of violating applicable law (including Section 2716 of the Public Health Service Act), the Company instead shall pay to the Executive a fully taxable cash payment equal to the applicable COBRA premiums (including premiums for the Executive and the Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the period the Executive remains eligible for the benefit under Section 2(a)(ii) or Section 2(b)(ii) above. The Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. Notwithstanding the foregoing, the number of months included in the Special Cash Payment to be paid, in any case, shall be reduced by the number of months of COBRA premiums previously paid by the Company.

(d)Accrued Compensation and Benefits. In connection with any termination of employment prior to, upon or following a Change in Control (whether or not a Qualifying Termination),

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the Company shall pay Executive’s earned but unpaid base salary and other vested but unpaid cash entitlements for the period through and including the termination of employment, including unused earned vacation pay and unreimbursed documented business expenses incurred by Executive through and including the date of termination (collectively “Accrued Compensation and Expenses”), as required by law and the applicable Company plan or policy. In addition, Executive shall be entitled to any other vested benefits earned by Executive for the period through and including the termination date of Executive’s employment under any other employee benefit plans and arrangements maintained by the Company, in accordance with the terms of such plans and arrangements, except as modified herein (collectively “Accrued Benefits”). Any Accrued Compensation and Expenses to which the Executive is entitled shall be paid to the Executive in cash as soon as administratively practicable after the termination, and, in any event, no later than two and one-half (2-1/2) months after the end of the taxable year of the Executive in which the termination occurs. Any Accrued Benefits to which the Executive is entitled shall be paid to the Executive as provided in the relevant plans and arrangement.

3.Covenants.

(a)Non-Competition. The Executive agrees that, during his or her employment with the Company, he or she shall not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company.

(b)Non-Solicitation. The Executive agrees that, during his or her employment with the Company and for a one (1) year period thereafter, her or she will not directly or indirectly solicit away employees or consultants of the Company for his or her own benefit or for the benefit of any other person or entity, nor will the Executive encourage or assist others to do so.

(c)Cooperation and Non-Disparagement. The Executive agrees that, during the twelve (12) month period following his or her cessation of employment, he or she shall cooperate with the Company in every reasonable respect and shall use his or her best efforts to assist the Company with the transition of Executive’s duties to his or her successor. The Executive further agrees that, during this twelve (12) month period, he or she shall not in any way or by any means disparage the Company, the members of the Board or the Company’s officers and employees.

This Section 3 shall in no manner limit obligations of the Executive under any other agreement between the Company and the Executive in any manner; provided, that, to the extent the terms of this Section 3 directly conflict with the terms of any such agreement, the agreement containing the most Company-favorable terms that are enforceable shall govern.

4.Definitions.

(a)“Board” means the Company’s Board of Directors.

(b)“Cause” means (i) the Executive has been convicted of, or has pleaded guilty or nolo contendere to, any felony or crime involving moral turpitude, (ii) the Executive has engaged in willful misconduct which is injurious to the Company or materially failed or refused to perform the material duties lawfully and reasonably assigned to the Executive or has performed such material duties with gross negligence or has breached any material term or condition of this Agreement, the Executive’s Confidential Information and Invention Assignment Agreement with the Company or any other material agreement with the Company, in any case after written notice by the Company of such misconduct, performance issue, gross negligence or breach of terms or conditions and an opportunity to cure within thirty (30) days of such written notice thereof from the Company, unless such misconduct, performance issue, gross negligence or breach is, by its nature, not curable, or (iii) the Executive has committed any act of fraud, theft, embezzlement, misappropriation of funds, breach of fiduciary duty or other willful act of material dishonesty against the Company that results in material harm to the Company.

(c)“Code” means the Internal Revenue Code of 1986, as amended.

(d)“Change in Control” means the occurrence of any of the following events: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as

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defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%)  of the total voting power represented by the Company’s then outstanding voting securities; or (ii) the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; or (iii) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

(e)“Change in Control Period” means the period commencing three (3) months prior to a Change in Control (only if after a Potential Change in Control) and ending twelve (12) months following a Change in Control.

(f)“Equity Awards” means all options to purchase shares of Company common stock as well as any and all other stock-based awards granted to the Executive, including but not limited to stock bonus awards, restricted stock, restricted stock units (“RSUs”) or stock appreciation rights.

(g)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(h)“Good Reason” means the occurrence of any of the following events or conditions, without Executive’s express written consent:

(i)a material reduction in Executive’s base salary as an employee of the Company, except to the extent that the Company implements an equal percentage reduction applicable to all executive officers and management personnel;

(ii)a material reduction in the Executive’s duties, responsibilities or authority at the Company;

(iii)a change in the geographic location at which Executive must perform services which results in an increase in the one-way commute of Executive by more than 50 miles; or

(iv)a successor of the Company as set forth in Section 5(a) hereof does not assume this Agreement.

With respect to each of subsection (i), (ii), (iii) and (iv) above, Executive must provide notice to the Company of the condition giving rise to “Good Reason” within ninety (90) days of the initial existence of such condition, and the Company will have thirty (30) days following such notice to remedy such condition. Executive must resign Executive’s employment no later than thirty (30) days following expiration of the Company’s thirty (30) day cure period.

(i)“Potential Change in Control” means the date of execution of a definitive agreement providing for a Change in Control if such transaction is consummated.

(j)“Qualifying Termination” means a Separation resulting from (i) a termination by the Company of the Executive’s employment for any reason other than Cause, or (ii) a voluntarily resignation by the Executive of his or her employment for Good Reason. Termination due to Executive’s death or Executive’s disability will not constitute a Qualifying Termination.

(k)“Separation” means a “separation from service,” as defined in the regulations under Section 409A of the Code.

5.Successors.

(a)Company’s Successors. The Company shall require any successor (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets, by an agreement in substance and form satisfactory to the Executive, to assume this Agreement and to agree expressly to perform this Agreement in the same manner and to

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the same extent as the Company would be required to perform it in the absence of a succession. For all purposes under this Agreement, the term “Company” shall include any successor to the Company’s business and/or assets or which becomes bound by this Agreement by operation of law.

(b)Executive’s Successors. This Agreement and all rights of the Executive hereunder shall inure to the benefit of, and be enforceable by, the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

6.Golden Parachute Taxes.

(a)Best After-Tax Result. In the event that any payment or benefit received or to be received by Executive pursuant to this Agreement or otherwise (“Payments”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this subsection (a), be subject to the excise tax imposed by Section 4999 of the Code, any successor provisions, or any comparable federal, state, local or foreign excise tax (“Excise Tax”), then, subject to the provisions of Section 6(b) hereof, such Payments shall be either (A) provided in full pursuant to the terms of this Agreement or any other applicable agreement, or (B) provided as to such lesser extent which would result in no portion of such Payments being subject to the Excise Tax (“Reduced Amount”), whichever of the foregoing amounts, taking into account the applicable federal, state, local and foreign income, employment and other taxes and the Excise Tax (including, without limitation, any interest or penalties on such taxes), results in the receipt by Executive, on an after-tax basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Unless the Company and Executive otherwise agree in writing, any determination required under this Section shall be made by independent tax counsel designated by the Company and reasonably acceptable to Executive (“Independent Tax Counsel”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required under this Section 6(a), Independent Tax Counsel may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code; provided that Independent Tax Counsel shall assume that Executive pays all taxes at the highest marginal rate. The Company and Executive shall furnish to Independent Tax Counsel such information and documents as Independent Tax Counsel may reasonably request in order to make a determination under this Section. The Company shall bear all costs that Independent Tax Counsel may reasonably incur in connection with any calculations contemplated by this Section. In the event that Section 6(a)(ii)(B) above applies, then based on the information provided to Executive and the Company by Independent Tax Counsel, Executive may, in Executive’s sole discretion and within 30 days of the date on which Executive is provided with the information prepared by Independent Tax Counsel, determine which and how much of the Payments (including the accelerated vesting of equity compensation awards) to be otherwise received by Executive shall be eliminated or reduced (as long as after such determination the value (as calculated by Independent Tax Counsel in accordance with the provisions of Sections 280G and 4999 of the Code) of the amounts payable or distributable to Executive equals the Reduced Amount). If the Internal Revenue Service (the “IRS”) determines that any Payment is subject to the Excise Tax, then Section 6(b) hereof shall apply, and the enforcement of Section 6(b) shall be the exclusive remedy to the Company.

(b)Adjustments. If, notwithstanding any reduction described in Section 6(a) hereof (or in the absence of any such reduction), the IRS determines that Executive is liable for the Excise Tax as a result of the receipt of one or more Payments, then Executive shall be obligated to surrender or pay back to the Company, within 120 days after a final IRS determination, an amount of such payments or benefits equal to the “Repayment Amount.” The Repayment Amount with respect to such Payments shall be the smallest such amount, if any, as shall be required to be surrendered or paid to the Company so that Executive’s net proceeds with respect to such Payments (after taking into account the payment of the Excise Tax imposed on such Payments) shall be maximized. Notwithstanding the foregoing, the Repayment Amount with respect to such Payments shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax imposed on such Payments or if a Repayment Amount of more than zero would not maximize the net amount received by Executive from the Payments. If the Excise Tax is not eliminated pursuant to this Section 6(b), Executive shall pay the Excise Tax.

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7.Miscellaneous Provisions.

(a)Section 409A. For purposes of Section 409A of the Code, if the Company determines that Executive is a “specified employee” under Code Section 409A(a)(2)(B)(i) at the time of a Separation, then (i) the severance benefits under Section 2, to the extent subject to Code Section 409A, will commence during the seventh month after the Executive’s Separation and (ii) will be paid in a lump sum on the earliest practicable date permitted by Section 409A(a)(2) of the Code. Any termination of Executive’s employment is intended to constitute a Separation from Service and will be determined consistent with the rules relating to a “separation from service” as such term is defined in Treasury Regulation Section 1.409A-1. It is intended that each installment of the payments provided hereunder constitute separate “payments” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemption from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulation Section 1.409A-1(b)(4) (as a “short-term deferral”). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision will be read in such a manner so that all payments hereunder comply with Section 409A of the Code. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Policy is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

(b)Other Severance Arrangements. Except as otherwise specified herein, this Agreement represents the entire agreement between you and the Company with respect to any and all severance arrangements, vesting acceleration arrangements and post-termination stock option exercise period arrangements, and supersedes and replaces any and all prior verbal or written discussions, negotiations and/or agreements between the Executive and the Company relating to the subject matter hereof, including but not limited to, any and all prior agreements governing any Equity Award, severance and salary continuation arrangements, programs and plans which were previously offered by the Company to the Executive, and change in control and severance arrangements pursuant to an employment agreement or offer letter, and Executive hereby waives Executive’s rights to any and all such other severance or acceleration payments or benefits, as applicable.

(c)Dispute Resolution. To ensure rapid and economical resolution of any and all disputes that might arise in connection with this Agreement, Executive and the Company agree that any and all disputes, claims, and causes of action, in law or equity, arising from or relating to this Agreement or its enforcement, performance, breach, or interpretation, will be resolved solely and exclusively by final, binding, and confidential arbitration, by a single arbitrator, in Orange County, CA, and conducted by the American Arbitration Association under its then-existing employment rules and procedures. Nothing in this section, however, is intended to prevent either party from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Each party to an arbitration or litigation hereunder shall be responsible for the payment of its own attorneys’ fees.

(d)Notice. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid or deposited with Federal Express Corporation, with shipping charges prepaid. In the case of the Executive, mailed notices shall be addressed to him or her at the home address which he or she most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.

(e)Amendment; Waiver. This Agreement may not be amended or waived except by a writing signed by Executive and by a duly authorized representative of the Company other than Executive. No provision of this Agreement shall be modified, waived, superseded or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Executive and by an authorized officer of the

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Company (other than the Executive) and, to the extent it supersedes this Agreement, that this Agreement is referred to by date. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(f)Withholding Taxes. All payments made under this Agreement shall be subject to reduction to reflect taxes or other charges required to be withheld by law.

(g)Severability. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

(h)No Retention Rights. Nothing in this Agreement shall confer upon the Executive any right to continue in service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company or any subsidiary of the Company or of the Executive, which rights are hereby expressly reserved by each, to terminate his or her service at any time and for any reason, with or without Cause.

(i)Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California (other than their choice-of-law provisions).

[Signature Page Follows]

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IN WITNESS WHEREOF, each of the parties has executed this Severance and Change in Control Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written.

	ALTERYX, INC.
________________________________	________________________________
[Name]	By:
	Title:

[Signature Page to the Severance and Change in Control Agreement]

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Executive Addendum to the

Severance and Change in Control Agreement

This Executive Addendum incorporates and is governed by the Severance and Change in Control Agreement by and between [__________] (the “Executive”) and Alteryx, Inc., a Delaware corporation (the “Company”). Collectively, these documents are referred to as the “Agreement”.

Qualifying Termination Other than During a Change in Control Period

Severance Multiple (Other than During a Change in Control Period)

As used in Section 2(a)(i) of the Agreement, the “Severance Multiple (Other than During a Change in Control Period)” shall mean: ______ months of the Executive’s base salary at the rate in effect when the Qualifying Termination occurred. [For CEO: 12 months; For CEO direct reports that are founders: 12 months; For other CEO direct reports: 9 months; For additional persons approved by the Committee: 3 months]

COBRA Continuation Period (Other than During a Change in Control Period)

As used in Section 2(a)(ii) of the Agreement, the “COBRA Continuation Period (Other than During a Change in Control Period)” shall mean: _______ months. [For CEO: 12 months; For CEO direct reports that are founders: 12 months; For other CEO direct reports: 9 months; For additional persons approved by the Committee: 3 months]

Qualifying Termination During a Change in Control Period

Severance Multiple (During a Change in Control Period)

As used in Section 2(b)(i) of the Agreement, the “Severance Multiple (During a Change in Control Period)” shall mean: ______ months of the Executive’s base salary at the rate in effect when the Qualifying Termination occurred or when the Change in Control occurred, whichever is greater. [For CEO: 18 months; For all CEO direct reports: 12 months; For additional persons approved by the Committee: 6 months]

COBRA Continuation Period (During a Change in Control Period)

As used in Section 2(b)(ii) of the Agreement, the “COBRA Continuation Period (During a Change in Control Period)” shall mean: _______ months. [For CEO: 18 months; For all CEO direct reports: 12 months; For additional persons approved by the Committee: 6 months]

[Signature Page Follows]

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IN WITNESS WHEREOF, each of the parties has executed this Executive Addendum to the Severance and Change in Control Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written.

	ALTERYX, INC.
________________________________	________________________________
[Name]	By:
	Title:

[Signature Page to the Executive Addendum to the

Severance and Change in Control Agreement]

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EX-10.2

Exhibit 10.2

February 1, 2022

Via Email

Scott Davidson

Re:    Terms of Transition and Separation

Dear Scott:

This letter confirms the agreement (“Agreement”) between you and Alteryx, Inc. (the “Company”) concerning the terms of your transition and separation from employment and offers you certain benefits to which you would not otherwise be entitled, conditioned upon your provision of a general release of claims and covenant not to sue now and upon the Separation Date (defined below) as provided herein. If you agree to the terms outlined herein, please sign and return this Agreement to me in the timeframe outlined below.

1.Separation from Employment: Your employment with the Company will end upon the Separation Date (as defined below). You and the Company have decided to end your relationship amicably and also to establish the obligations of the parties including, without limitation, all amounts due and owing to you. The Company has also discussed with you the terms under which it is willing to continue your employment through the Transition Period, as described further below.

2.Continued Employment; Other Release Consideration: In exchange for your agreement to the general release and waiver of claims and covenant not to sue set forth below and your other promises herein, the Company agrees to continue your employment on the following terms:

a.Separation Date; Transition Period and Services: Your last day of employment with the Company will be March 16, 2022 (the “Separation Date”) subject to the at-will nature of your employment, as described in Paragraph 2(d) below. Between now and the Separation Date (the “Transition Period”), you agree to carry out such transition services as directed principally by the Company’s Chief Executive Officer, Mark Anderson, to whom you will report, including transition of the responsibilities, duties, and knowledge relative to your position (the “Transition Services”).

b.Compensation and Benefits: During the Transition Period, the Company will continue to pay you your current base salary and you will continue to be eligible to participate in benefits customarily afforded to other employees, including participation in the Company-sponsored health benefits plan and continued vesting of equity awards, to the fullest extent allowed by the governing plans, agreements, or policies. Provided you remain employed through the Separation Date, and subject to the Company’s and your achievement of the applicable performance criteria through December 31, 2021, you will be eligible to receive payment of your variable incentive compensation payable under the 2021 Alteryx Bonus Plan, with such amount to be paid at such time as annual incentive bonuses are paid to other participants, less applicable state and federal payroll deductions.

c.Separation Compensation: Provided that you cooperatively and diligently provide the Transition Services as determined by the Company in good faith and in its sole discretion, then in exchange for your agreement to the general release and waiver of claims and covenant not to sue set forth in Exhibit A (the “Second Release”), to be signed no earlier than the Separation Date, and your other promises herein, the Company agrees as follows:

i.Severance. The Company agrees to pay you, within ten (10) business days following the effectiveness of the Second Release (as provided therein), a lump sum payment in the gross amount of $326,250, less applicable state and federal payroll deductions, which equals nine (9) months of your current base salary.

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ii.COBRA. Upon your timely election to continue your existing health benefits under COBRA, and consistent with the terms of COBRA and the Company’s health insurance plan, the Company will pay the insurance premiums to continue your existing health benefits for nine (9) months following the Separation Date. You will remain responsible for, and must continue to pay, the portion of premiums, co- payments, etc. that you would have paid had your employment continued.

d.At-Will Employment. During the Transition Period, your employment with the Company will remain at-will, meaning either you or the Company may terminate your employment at any time with or without notice or reason.

By signing below, you acknowledge that you are receiving the release consideration outlined in this Section 2 in consideration for waiving your rights to claims referred to in this Agreement (and the Second Release, if applicable) and that you would not otherwise be entitled to the release consideration.

3.Final Pay. On your final day of employment, the Company will pay you for all wages, salary, bonuses, commissions, reimbursable expenses previously submitted by you, accrued vacation (if applicable) and any similar payments due you from the Company as of your separation from employment. By signing below, you acknowledge that the Company does not owe you any other amounts, except as otherwise may become payable under this Agreement.

4.Return of Company Property. You hereby warrant to the Company that, no later than your final day of employment, you will return to the Company all property or data of the Company of any type whatsoever that has been in your possession or control.

5.Proprietary Information. You hereby acknowledge that you are bound by the Confidential Information and Invention Assignment Agreement previously entered into, and that as a result of your employment with the Company you have had access to the Company’s Proprietary Information (as defined in the agreement), that you will hold all Proprietary Information in strictest confidence and that you will not make use of such Proprietary Information on behalf of anyone, except as required in the course of your employment with the Company. You further confirm that you will deliver to the Company, no later than the Separation Date, all documents and data of any nature containing or pertaining to such Proprietary Information and that you will not take with you any such documents or data or any reproduction thereof.

6.Company Equity. During the Transition Period, your outstanding Company equity awards will continue to vest according to their terms; however, all vesting will cease as of the Separation Date (assuming your continuous employment through that date). At all times, your rights concerning your awards will continue to be governed by the Company’s 2017 Equity Incentive Plan and the written award agreements governing their grant (collectively, the “Equity Agreements”).

7.General Release and Waiver of Claims.

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a.The payments and promises set forth in this Agreement are in full satisfaction of all accrued salary, vacation pay, bonus and commission pay, profit-sharing, stock, stock options, restricted stock units or other ownership interest in the Company, termination benefits or other compensation to which you may be entitled by virtue of your employment with the Company or your separation from the Company, including under your Company Severance and Change in Control Agreement effective March 25, 2020 (your “Severance and CIC Agreement”) and your Offer Letter dated October 10, 2019 (your “Offer Letter”). To the fullest extent permitted by law, you hereby release and waive any other claims you may have against the Company and its owners, agents, officers, shareholders, employees, directors, attorneys, subscribers, subsidiaries, affiliates, successors and assigns (collectively “Releasees”), whether known or not known, including, without limitation, claims under any employment laws, including, but not limited to, claims of unlawful discharge, breach of contract, breach of the covenant of good faith and fair dealing, fraud, violation of public policy, defamation, physical injury, emotional distress, claims for additional compensation or benefits arising out of your employment or your separation of employment, claims under Title VII of the 1964 Civil Rights Act, as amended, and any other laws and/or regulations relating to employment or employment discrimination, including, without limitation, claims based on disability or under the Americans with Disabilities Act. By signing this Agreement, you are not releasing or waiving any claims under the California Fair Employment and Housing Act; however, for the avoidance of doubt, you will release and waive such claims once you sign the Second Release.

b.By signing below, you expressly waive any benefits of Section 1542 of the Civil Code of the State of California, which provides as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

c.You and the Company do not intend to release claims that you may not release as a matter of law, including but not limited to claims for indemnity under California Labor Code Section 2802, or any claims for enforcement of this Agreement. To the fullest extent permitted by law, any dispute regarding the scope of this general release shall be determined by an arbitrator under the procedures set forth in the arbitration clause below.

8.Covenant Not to Sue.

a.To the fullest extent permitted by law, at no time subsequent to the execution of this Agreement will you pursue, or cause or knowingly permit the prosecution, in any state, federal or foreign court, or before any local, state, federal or foreign administrative agency, or any other tribunal, of any charge, claim or action of any kind, nature and character whatsoever, known or unknown, which you may now have, have ever had, or may in the future have against Releasees, which is based in whole or in part on any matter released by this Agreement.

b.Nothing in this paragraph shall prohibit or impair you or the Company from complying with all applicable laws, nor shall this Agreement be construed to obligate either party to commit (or aid or abet in the commission of) any unlawful act.

9.Protected Rights. You understand that nothing in the General Release and Waiver of Claims and Covenant Not to Sue paragraphs above, or otherwise in this Agreement, limits your ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local government agency or commission (“Government Agencies”). You further understand that this Agreement does not limit your ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. This Agreement does not limit your right to receive an award for information provided to any Government Agencies.

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10.Arbitration. Except for any claim for injunctive relief arising out of a breach of a party’s obligations to protect the other’s proprietary information, the parties agree to arbitrate, in Orange County, California through JAMS, any and all disputes or claims arising out of or related to the validity, enforceability, interpretation, performance or breach of this Agreement and/or the Second Release, whether sounding in tort, contract, statutory violation or otherwise, or involving the construction or application or any of the terms, provisions, or conditions of this Agreement and/or the Second Release. Any arbitration may be initiated by a written demand to the other party. The arbitrator's decision shall be final, binding, and conclusive. The parties further agree that this Agreement and the Second Release are intended to be strictly construed to provide for arbitration as the sole and exclusive means for resolution of all disputes hereunder to the fullest extent permitted by law. The parties expressly waive any entitlement to have such controversies decided by a court or a jury.

11.Attorneys’ Fees. If any action is brought to enforce the terms of this Agreement and the Second Release, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs and expenses from the other party, in addition to any other relief to which the prevailing party may be entitled.

12.Confidentiality. You agree that if you are asked for information concerning this Agreement, you will state only that you and the Company reached an amicable resolution of any disputes concerning your separation from the Company. Any breach of this confidentiality provision shall be deemed a material breach of this Agreement.

13.Section 409A.

a.To the extent (i) any payments or benefits to which you become entitled under this Agreement, or under any agreement or plan referenced herein, in connection with your termination of employment with the Company constitute deferred compensation subject to Section 409A of the IRS Code of 1986, as amended (the “Code”) and (ii) you are deemed at the time of such termination of employment to be a “specified employee” under Section 409A of the Code, then such payments will not be made or commence until the earlier of (A) the expiration of the six (6)-month period measured from the date of your “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code) from the Company or (B) the date of your death following such separation from service; provided, however, that such deferral will only be effected to the extent required to avoid adverse tax treatment to you, including (without limitation) the additional twenty percent (20%) tax for which you would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Paragraph will be paid to you or your beneficiary in one lump sum (without interest).

b.It is intended that each installment of the payments provided hereunder constitute

separate “payments” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i).

c.It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulation Section 1.409A-1(b)(4) (as a “short-term deferral”) and/or Treasury Regulation Section 1.409A-1(b)(9) (iii) (as “involuntary separation pay”).

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d.To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision will be read in such a manner so that all payments hereunder comply with Section 409A of the Code.

e.Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year will not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event will any expenses be reimbursed after the last day of the calendar year following the calendar year in you incurred such expenses, and in no event will any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

14. No Admission of Liability. This Agreement is not and shall not be construed or contended by you to be an admission or evidence of any wrongdoing or liability on the part of Releasees, their representatives, heirs, executors, attorneys, agents, partners, officers, shareholders, directors, employees, subsidiaries, affiliates, divisions, successors or assigns. This Agreement shall be afforded the maximum protection allowable under California Evidence Code Section 1152 and/or any other state or federal provisions of similar effect.

15.Complete and Voluntary Agreement. This Agreement, together with Exhibit A hereto and the Equity Agreements, constitute the entire agreement between you and Releasees with respect to the subject matter hereof and supersedes all prior negotiations and agreements, whether written or oral, relating to such subject matter, including but not limited to your Offer Letter and Severance and CIC Agreement. You acknowledge that neither Releasees nor their agents or attorneys have made any promise, representation or warranty whatsoever, either express or implied, written or oral, which is not contained in this Agreement for the purpose of inducing you to execute this Agreement, and you acknowledge that you have executed this Agreement in reliance only upon such promises, representations and warranties as are contained herein, and that you are executing this Agreement voluntarily, free of any duress or coercion.

16.All Payments. You understand and agree that except as expressly provided for in this Agreement, you shall not be entitled to any other consideration, separation or change in control benefits, including, but not limited to, any severance payments, equity or equity acceleration benefits or any other severance benefits provided for under any agreement by and between you and the Company, including, but not limited to your Company Severance and Change in Control Agreement, your Offer Letter or the agreements evidencing any of your Company equity awards.

17.Severability. The provisions of this Agreement are severable, and if any part of it is found to be invalid or unenforceable, the other parts shall remain fully valid and enforceable. Specifically, should a court, arbitrator, or government agency conclude that a particular claim may not be released as a matter of law, it is the intention of the parties that the general release, the waiver of unknown claims and the covenant not to sue above shall otherwise remain effective to release any and all other claims.

18.Modification; Counterparts; Electronic/PDF Signatures. It is expressly agreed that this Agreement may not be altered, amended, modified, or otherwise changed in any respect except by another written agreement that specifically refers to this Agreement, executed by authorized representatives of each of the parties to this Agreement. This Agreement may be executed in any number of counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument. Execution of an electronic or PDF copy shall have the same force and effect as execution of an original, and a copy of a signature will be equally admissible in any legal proceeding as if an original.

19.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

5

20.Review of Separation Agreement; Effective Date; Second Release. This Agreement is effective on the date it is signed by you and is not revocable after you sign it (the “Effective Date”). You understand that you may take up to twenty-one (21) days to consider the Second Release (the “Consideration Period”). You also understand you may revoke the Second Release within seven (7) days of signing it and that the consideration to be provided to you pursuant to Paragraph 2(c) will be provided only after the expiration of that seven (7) day revocation period. The Second Release will be effective on the eighth (8th) day after you sign it provided you have not revoked it as of that time.

6

If you agree to abide by the terms outlined in this Agreement, please sign and return it to me. I wish you the best in your future endeavors.

Sincerely,

ALTERYX, INC.

By: /s/ Mark Anderson

Mark Anderson

Chief Executive Officer

READ, UNDERSTOOD AND AGREED

/s/ Scott Davidson

Scott Davidson

Date: Feb 2, 2022

7

EXHIBIT A

SECOND RELEASE

This General Release of All Claims and Covenant Not to Sue (the “Second Release”) is entered into between Scott Davidson (“Employee”) and Alteryx, Inc. (the “Company”) (collectively, “theparties”).

WHEREAS, on     , 2022, Employee and the Company entered into an agreement regarding Employee’s transition and separation from employment with the Company (the “Separation Agreement,” to which this Second Release is attached as Exhibit A);

WHEREAS, on March 16, 2022, Employee’s employment with the Company terminated (the “Separation Date”);

WHEREAS, the Company has determined that Employee cooperatively and diligently provided the Transition Services (as defined in the Separation Agreement);

WHEREAS, this agreement serves as the Second Release, pursuant to the Separation Agreement;

and

WHEREAS, Employee and the Company desire to mutually, amicably and finally resolve and

compromise all issues and claims surrounding Employee’s employment and separation from employment

with the Company;

NOW THEREFORE, in consideration for the mutual promises and undertakings of the parties as set forth below, Employee and the Company hereby enter into this Second Release.

1.Acknowledgment of Payment of Wages. By his signature below, Employee acknowledges that, on the Separation Date, the Company paid him for all wages, salary, accrued vacation (if applicable), bonuses, commissions, reimbursable expenses previously submitted by him, and any similar payments due him from the Company as of the Separation Date. By signing below, Employee acknowledges that the Company does not owe him any other amounts, except as may become payable under the Separation Agreement and the Second Release. Please promptly submit for reimbursement all final outstanding expenses, if any.

2.Return of Company Property. Employee hereby warrants to the Company that he has returned to the Company all property or data of the Company of any type whatsoever that has been in his possession, custody or control.

3.Consideration. In exchange for Employee’s agreement to this Second Release and his other promises in the Separation Agreement and herein, the Company agrees to provide Employee with the consideration set forth in Paragraph 2(c) of the Separation Agreement. By signing below, Employee acknowledges that he is receiving the consideration in exchange for waiving his rights to claims referred to in this Second Release and he would not otherwise be entitled to the consideration.

4.General Release and Waiver of Claims.

a.The payments and promises set forth in this Second Release are in full satisfaction of all accrued salary, vacation pay, bonus and commission pay, profit-sharing, stock, stock options, restricted stock units or other ownership interest in the Company, termination benefits or other compensation to which Employee may be entitled by virtue of his employment with the Company or his separation from the Company, including pursuant to the Separation Agreement. To the fullest extent permitted by law, Employee hereby releases and waives any other claims he may have against the Company and its owners, agents, officers, shareholders, employees, directors, attorneys, subscribers, subsidiaries, affiliates, successors and assigns (collectively “Releasees”), whether known or not known, including,without limitation, claims under any employment laws, including, but not limited to, claims of unlawful discharge, breach of contract, breach of the covenant of good faith and fair dealing, fraud, violation of public policy, defamation, physical injury, emotional distress, claims for additional compensation or benefits arising out of his employment or separation of employment, claims under Title VII of the 1964 Civil Rights Act, as amended, the California Fair Employment and Housing Act and any other laws and/or regulations relating to employment or employment discrimination, including, without limitation, claims based on age or under the Age Discrimination in Employment Act or Older Workers Benefit Protection Act, and/or claims based on disability or under the Americans with Disabilities Act.

b.By signing below, Employee expressly waives any benefits of Section 1542 of the Civil Code of the State of California, which provides as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

c.Employee and the Company do not intend to release claims that he may not release as a matter of law, including but not limited to claims for indemnity under California Labor Code Section 2802, or any claims for enforcement of this Second Release. To the fullest extent permitted by law, any dispute regarding the scope of this general release shall be determined by an arbitrator under the procedures set forth in the arbitration clause set forth in the Separation Agreement.

5.Covenant Not to Sue.

a.To the fullest extent permitted by law, at no time subsequent to the execution of this Second Release will Employee pursue, or cause or knowingly permit the prosecution, in any state, federal or foreign court, or before any local, state, federal or foreign administrative agency, or any other tribunal, of any charge, claim or action of any kind, nature and character whatsoever, known or unknown, which he may now have, have ever had, or may in the future have against Releasees, which is based in whole or in part on any matter released by this Second Release.

b.Nothing in this paragraph shall prohibit or impair Employee or the Company from complying with all applicable laws, nor shall this Second Release be construed to obligate either party to commit (or aid or abet in the commission of) any unlawful act.

6.Protected Rights. Employee understands that nothing in the General Release and Waiver of Claims and Covenant Not to Sue paragraphs above, or otherwise in this Second Release, limits his ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local government agency or commission (“Government Agencies”). Employee further understands that this Second Release does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. This Second Release does not limit Employee’s right to receive an award for information provided to any Government Agencies.

7.Non-disparagement. Employee agrees that he will not disparage Releasees or their products, services, agents, representatives, directors, officers, shareholders, attorneys, employees, vendors, affiliates, successors or assigns, or any person acting by, through, under or in concert with any of them, with any written or oral statement. Nothing in this paragraph shall prohibit Employee from providing truthful information in response to a subpoena or other legal process.

8.Review of Second Release; Expiration of Offer. Employee understands that he may take up to twenty-one (21) days to consider this Second Release (the “Consideration Period”). The offer set forth in this Second Release, if not accepted by Employee before the end of the Consideration Period, will automatically expire. By signing below, Employee affirms that he was advised to consult with an attorney prior to signing this Second Release. Employee also understands that he may revoke this Second Release within seven (7) days of signing this document and that the consideration to be provided to him pursuant to Paragraph 2(c) of the Separation Agreement will be provided only after the expiration of that seven (7) day revocation period.

9.Effective Date. This Second Release is effective on the eighth (8th) day after Employee signs it, provided he has not revoked it as of that time (the “Effective Date”).

10.Other Terms of Separation Agreement Incorporated Herein. All other terms of the Separation Agreement to the extent not inconsistent with the terms of this Second Release are hereby incorporated in this Second Release as though fully stated herein and apply with equal force to this

Second Release, including, without limitation, the provisions on Arbitration, Governing Law, and Attorneys’ Fees.

Sincerely,

ALTERYX, INC.

By:    _____________________________     Mark Anderson

Chief Executive Officer

READ, UNDERSTOOD AND AGREED

Scott Davidson

Date:     

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF

THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Mark Anderson, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Alteryx, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 3, 2022

/s/ Mark Anderson

Mark Anderson

Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF

THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Kevin Rubin, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Alteryx, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 3, 2022

/s/ Kevin Rubin

Kevin Rubin

Chief Financial Officer

(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Mark Anderson, Chief Executive Officer of Alteryx, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

•the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended March 31, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

•the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 3, 2022

/s/ Mark Anderson

Mark Anderson

Chief Executive Officer

(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Kevin Rubin, Chief Financial Officer of Alteryx, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

•the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended March 31, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

•the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 3, 2022

/s/ Kevin Rubin

Kevin Rubin

Chief Financial Officer

(Principal Financial Officer)

XML

Cover Page - shares	3 Months Ended
	Mar. 31, 2022	Apr. 27, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	001-38034
Entity Registrant Name	Alteryx, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	90-0673106
Entity Address, Address Line One	17200 Laguna Canyon Road,
Entity Address, City or Town	Irvine,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92618
City Area Code	888
Local Phone Number	836-4274
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	AYX
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001689923
Current Fiscal Year End Date	--12-31
Class A common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		60,453,093
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		7,739,125

XML

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenue:
Total revenue	$ 157,941	$ 118,759
Cost of revenue:
Total cost of revenue	24,241	10,841
Gross profit	133,700	107,918
Operating expenses:
Research and development	50,150	31,322
Sales and marketing	115,610	71,907
General and administrative	59,440	33,500
Impairment of long-lived assets	8,239	0
Total operating expenses	233,439	136,729
Loss from operations	(99,739)	(28,811)
Interest expense	(2,390)	(9,598)
Other expense, net	(1,950)	(1,254)
Loss before provision for income taxes	(104,079)	(39,663)
Provision for income taxes	1,488	993
Net loss	$ (105,567)	$ (40,656)
Net income (loss) per share attributable to common stockholders, basic (in dollars per share)	$ (1.56)	$ (0.61)
Net income (loss) per share attributable to common stockholders, diluted (in dollars per share)	$ (1.56)	$ (0.61)
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders, basic (in shares)	67,826	66,932
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders, diluted (in shares)	67,826	66,932
Other comprehensive income (loss), net of tax:
Net unrealized holding gain (loss) on investments, net of tax	$ (2,151)	$ (598)
Foreign currency translation adjustments	2,180	(662)
Other comprehensive income (loss), net of tax	29	(1,260)
Total comprehensive loss	(105,538)	(41,916)
Subscription-based software license
Revenue:
Total revenue	63,089	43,358
Cost of revenue:
Total cost of revenue	2,102	1,249
PCS and services
Revenue:
Total revenue	94,852	75,401
Cost of revenue:
Total cost of revenue	$ 22,139	$ 9,592

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 147,138	$ 152,375
Short-term investments	311,236	506,874
Accounts receivable, net	77,514	192,318
Prepaid expenses and other current assets	85,658	81,360
Total current assets	621,546	932,927
Property and equipment, net	72,124	71,270
Operating lease right-of-use assets	94,343	102,681
Long-term investments	139,889	343,213
Goodwill	398,921	57,415
Intangible assets, net	70,637	21,737
Other assets	79,228	70,445
Total assets	1,476,688	1,599,688
Current liabilities:
Accounts payable	10,921	8,086
Accrued payroll and payroll related liabilities	40,187	61,391
Accrued expenses and other current liabilities	51,369	53,917
Deferred revenue	176,604	208,154
Convertible senior notes, net	84,247	77,400
Total current liabilities	363,328	408,948
Convertible senior notes, net	790,729	686,016
Operating lease liabilities	75,660	78,784
Other liabilities	16,378	23,186
Total liabilities	1,246,095	1,196,934
Stockholders’ equity:
Preferred stock, $0.0001 par value: 10,000 shares authorized as of March 31, 2022 and December 31, 2021, respectively; no shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively	0	0
Common stock, $0.0001 par value: 500,000 Class A shares authorized, 60,389 and 59,771 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively; 500,000 Class B shares authorized, 7,739 and 7,763 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively	7	7
Additional paid-in capital	466,318	598,710
Accumulated deficit	(230,227)	(190,429)
Accumulated other comprehensive loss	(5,505)	(5,534)
Total stockholders’ equity	230,593	402,754
Total liabilities and stockholders’ equity	$ 1,476,688	$ 1,599,688

XML

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Class A common stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares issued (in shares)	60,389,000	59,771,000
Common stock, shares outstanding (in shares)	60,389,000	59,771,000
Class B common stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares issued (in shares)	7,739,000	7,763,000
Common stock, shares outstanding (in shares)	7,739,000	7,763,000

XML

Condensed Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Common Stock	Additional Paid-in Capital	Additional Paid-in Capital Cumulative Effect, Period of Adoption, Adjustment	Accumulated Deficit	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment	Accumulated Other Comprehensive Loss
Beginning balance (in shares) at Dec. 31, 2020			66,742
Beginning balance at Dec. 31, 2020	$ 476,791		$ 7	$ 489,025		$ (10,748)		$ (1,493)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued pursuant to restricted stock awards, net of tax withholdings related to vesting of restricted stock units (in shares)			204
Shares issued pursuant to restricted stock unit awards, net of tax withholdings related to vesting of restricted stock units	(13,071)			(13,071)
Exercise of stock options and issuance of shares in connection with employee stock purchase plan (in shares)			125
Exercise of stock options and issuance of shares in connection with employee stock purchase plan	5,243			5,243
Stock-based compensation	24,439			24,439
Cumulative translation adjustment	(662)							(662)
Unrealized gain on investments	(598)							(598)
Net loss	(40,656)					(40,656)
Ending balance (in shares) at Mar. 31, 2021			67,071
Ending balance at Mar. 31, 2021	$ 451,486		$ 7	505,636		(51,404)		(2,753)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accounting Standards Update [Extensible List]	Accounting Standards Update 2020-06
Beginning balance (in shares) at Dec. 31, 2021			67,534
Beginning balance at Dec. 31, 2021	$ 402,754	$ (111,195)	$ 7	598,710	$ (176,964)	(190,429)	$ 65,769	(5,534)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued pursuant to restricted stock awards, net of tax withholdings related to vesting of restricted stock units (in shares)			434
Shares issued pursuant to restricted stock unit awards, net of tax withholdings related to vesting of restricted stock units	(14,126)			(14,126)
Exercise of stock options and issuance of shares in connection with employee stock purchase plan (in shares)			160
Exercise of stock options and issuance of shares in connection with employee stock purchase plan	4,741			4,741
Stock-based compensation	53,957			53,957
Cumulative translation adjustment	2,180							2,180
Unrealized gain on investments	(2,151)							(2,151)
Net loss	(105,567)					(105,567)
Ending balance (in shares) at Mar. 31, 2022			68,128
Ending balance at Mar. 31, 2022	$ 230,593		$ 7	$ 466,318		$ (230,227)		$ (5,505)

XML

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net loss	$ (105,567)	$ (40,656)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	7,389	3,683
Non-cash operating lease cost	5,152	3,022
Stock-based compensation	45,162	24,439
Amortization of discounts and premiums on investments, net	477	1,324
Amortization of debt discount and issuance costs	780	7,992
Deferred income taxes	360	433
Impairment of long-lived assets	8,239	0
Other non-cash operating activities, net	4,649	153
Changes in operating assets and liabilities, net of effect of business acquisitions:
Accounts receivable	120,727	76,680
Deferred commissions	1,281	451
Prepaid expenses, other current assets, and other assets	(9,516)	(16,253)
Accounts payable	1,854	761
Accrued payroll and payroll related liabilities	(26,391)	(13,924)
Accrued expenses, other current liabilities, operating lease liabilities, and other liabilities	(7,860)	(8,271)
Deferred revenue	(37,918)	(13,866)
Net cash provided by operating activities	8,818	25,968
Cash flows from investing activities:
Purchases of property and equipment	(9,301)	(5,643)
Cash paid in business acquisition, net of cash acquired	(389,769)	0
Purchases of investments	(38,106)	(144,701)
Sales and maturities of investments	433,190	214,955
Net cash provided by (used in) investing activities	(3,986)	64,611
Cash flows from financing activities:
Proceeds from exercise of stock options	4,741	5,243
Minimum tax withholding paid on behalf of employees for restricted stock units	(14,126)	(13,071)
Net cash used in financing activities	(9,385)	(7,828)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(684)	(207)
Net increase (decrease) in cash, cash equivalents and restricted cash	(5,237)	82,544
Cash, cash equivalents and restricted cash—beginning of period	154,623	173,665
Cash, cash equivalents and restricted cash—end of period	149,386	256,209
Supplemental disclosure of cash flow information:
Cash paid for interest	3,000	3,000
Cash paid for income taxes	1,110	716
Cash paid for amounts included in the measurement of operating lease liabilities	7,027	3,447
Supplemental disclosure of noncash investing and financing activities:
Property and equipment recorded in accounts payable and accrued expenses and other current liabilities	6,277	2,664
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 2,727	$ 2,624

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Business

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Business

Business

Our Company

Alteryx, Inc. and its subsidiaries, or we, our, or us, is a leader in Analytic Process Automation, or APA. The Alteryx Analytic Process Automation, or Alteryx APA, software platform unifies analytics, data science and business process automation in one self-service platform to accelerate digital transformation, deliver high-impact business outcomes, accelerate the democratization of data, and rapidly upskill modern workforces. Data workers, regardless of technical acumen, are empowered to be curious and solve problems. With the Alteryx APA software platform, users can automate the full range of analytics, data science and processes, embed intelligent decision-making and actions, and empower their organization to enable top and bottom line impact, efficiency gains, and rapid upskilling.

Basis of Presentation

Our unaudited interim condensed consolidated financial statements are presented in accordance with accounting standards generally accepted in the United States of America, or U.S. GAAP, for interim financial information. Certain information and disclosures normally included in consolidated financial statements presented in accordance with U.S. GAAP have been condensed or omitted. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission, or SEC, on February 15, 2022. The unaudited interim condensed consolidated financial statements have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and reflect all adjustments which are, in the opinion of our management, of a normal recurring nature and necessary for a fair statement of the condensed consolidated financial statements. All intercompany accounts and transactions have been eliminated in consolidation.

The operating results for the three months ended March 31, 2022 are not necessarily indicative of the results expected for the full year ending December 31, 2022.

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Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Significant Accounting Policies

Significant Accounting Policies

Other than as described below, there have been no changes to our accounting policies disclosed in our audited consolidated financial statements and the related notes for the year ended December 31, 2021.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates and assumptions.

On an ongoing basis, our management evaluates these estimates and assumptions, including those related to determination of standalone selling prices of our products and services, income tax valuations, stock-based compensation, and goodwill and intangible assets valuations and recoverability. We base our estimates on historical data and experience, as well as various other factors that our management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities.

Operating Segments

Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the Chief Operating Decision Maker, or CODM, who is our chief executive officer, in deciding how to allocate resources and assess our financial and operational performance. Our CODM evaluates our financial information and resources and assesses the performance of these resources on a consolidated and aggregated basis. As a result, we have determined that our business operates in a single operating segment.

Recently Adopted Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, or ASU 2020-06, which simplifies the accounting for convertible instruments by removing certain separation models required under current U.S. GAAP, including the beneficial conversion feature and cash conversion models. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it requires the use of the if-converted method when calculating diluted earnings per share. This guidance became effective for us for annual reporting periods beginning after December 15, 2021 and for interim periods within those annual periods, and can be applied utilizing either a modified or full retrospective transition method. We have historically accounted for our Notes (as defined and described in Note 8, Convertible Senior Notes) utilizing the cash conversion model. Effective January 1, 2022, we adopted ASU 2020-06 using the modified retrospective approach, which resulted in a decrease to accumulated deficit of $65.8 million, a decrease to additional paid-in capital of $177.0 million, a decrease to property and equipment, net, of $0.4 million, and an increase to current and long-term convertible senior notes, net, of $6.8 million and $104.0 million, respectively. Interest expense recognized in future periods will be reduced as a result of accounting for the convertible debt instruments as a single liability measured at their amortized cost.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, or ASU 2021-08, which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with Accounting Standards Codification, or ASC, Topic 606. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022 and early adoption is permitted. Effective January 1, 2022, we early adopted this standard on a prospective basis. The impact of adoption of this standard on our condensed consolidated financial statements was not material.

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Revenue

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue

Revenue

Disaggregation of Revenue

The disaggregation of revenue by region was as follows (in thousands):

	Three Months Ended March 31,
	2022		2021
Revenue by region:
United States	$	110,033	$	77,237
International	47,908		41,522
Total	$	157,941	$	118,759

Revenue attributable to the United Kingdom comprised 13.1% of the total revenue for the three months ended March 31, 2021. Other than the United Kingdom for the three months ended March 31, 2021, no other country outside the United States comprised more than 10% of revenue for any of the periods presented. Our operations outside the United States include sales offices in Australia, Canada, France, Germany, Japan, Singapore, the United Arab Emirates, and the United Kingdom, and research and development centers in Australia, the Czech Republic, India, and Ukraine. Revenue by location is determined by the billing address of the customer.

Revenue related to our subscription-based software licenses is recognized at a point in time when the platform is first made available to the customer, or the beginning of the subscription term, if later. Revenue related to post-contract support, or PCS, service, and hosted services is recognized ratably over the subscription term, with the exception of professional services related to training services. Revenue related to professional services is recognized at a point in time as the services are performed and represents less than 5% of total revenue for all periods presented.

Contract Assets and Contract Liabilities

Timing may differ between the satisfaction of performance obligations and the invoicing and collection of amounts related to our contracts with customers. Contract assets primarily relate to unbilled amounts for contracts with customers for which the amount of revenue recognized exceeds the amount billed to the customer. Contract assets are transferred to accounts receivable when the right to invoice becomes unconditional. Contract liabilities, or deferred revenue, are recorded for amounts that are collected in advance of the satisfaction of performance obligations.

As of March 31, 2022, our contract assets are expected to be transferred to receivables within the next 12 to 24 months and, with respect to these contract assets, $21.7 million is included in prepaid expenses and other current assets and $31.9 million is included in other assets on our condensed consolidated balance sheet. As of December 31, 2021, we had contract assets of $22.0 million included in prepaid expenses and other current assets and $20.5 million included in other assets on our consolidated balance sheet. There were no impairments of contract assets during each of the three months ended March 31, 2022 and 2021.

As of March 31, 2022, we had deferred revenue of $176.6 million included in current deferred revenue and $3.6 million included in other liabilities on our condensed consolidated balance sheet. As of December 31, 2021, we had deferred revenue of $208.2 million included in current deferred revenue and $2.7 million included in other liabilities on our consolidated balance sheet. During the three months ended March 31, 2022 and 2021, we recognized $83.2 million and $51.8 million, respectively, of revenue related to amounts that were included in deferred revenue as of December 31, 2021 and 2020, respectively.

We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. This primarily consists of sales commissions and partner referral fees that are earned upon execution of the related contracts. We amortize these deferred commissions, which include partner referral fees, proportionate with related revenues over the benefit period. A summary of the activity impacting our deferred commissions during the three months ended March 31, 2022 and 2021 is presented below (in thousands):

	Three Months Ended March 31,
	2022		2021
Beginning balance(1)	$	69,817	$	51,186
Additional deferred commissions	10,968		9,101
Amortization of deferred commissions(2)	(13,028)		(9,558)
Effects of foreign currency translation	(286)		(102)
Ending balance	$	67,471	$	50,627

(1) Of the amount of commissions deferred as of January 1, 2022, $6.3 million was paid in shares of the Company’s Class A common stock in the three months ended March 31, 2022.

(2) Of the amount amortized from deferred commissions during the three months ended March 31, 2022, $0.2 million was paid in shares of the Company’s Class A common stock in the three months ended March 31, 2022 and is included in stock-based compensation.

As of March 31, 2022 and 2021, $30.8 million and $25.2 million, respectively, of our deferred commissions were expected to be amortized within the next 12 months and therefore were included in prepaid expenses and other current assets. The remaining amount of our deferred commissions is included in other assets. There were no impairments of assets related to deferred commissions during each of the three months ended March 31, 2022 and 2021. There were no assets recognized related to the costs to fulfill contracts during each of the three months ended March 31, 2022 and 2021 as these costs were not material.

Remaining Performance Obligations

Transaction price allocated to the remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue on our condensed consolidated balance sheets and unbilled amounts that will be recognized as revenue in future periods. As of March 31, 2022, we had an aggregate transaction price of $445.2 million allocated to unsatisfied performance obligations related primarily to PCS, cloud-based offerings, and subscriptions to third-party syndicated data. We expect to recognize $412.0 million as revenue over the next 24 months, with the remaining amount recognized thereafter.

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Business Combinations

3 Months Ended

Mar. 31, 2022

Business Combinations [Abstract]

Business Combinations

Business Combinations

2022 Acquisitions

Trifacta Inc.

On February 7, 2022, we acquired 100% of the outstanding equity of Trifacta Inc., or Trifacta, pursuant to an Agreement and Plan of Merger, dated January 6, 2022, or the Trifacta Merger Agreement. The acquisition was made to augment our product and go-to-market teams and acquire developed technology to advance our cloud-based functionalities. The aggregate consideration payable in exchange for all of the outstanding equity interests in Trifacta, subject to customary adjustments set forth in the Trifacta Merger Agreement, was $403.1 million. While certain purchase price adjustments were completed as of the closing, additional customary adjustments may be effected pursuant to the terms of the Trifacta Merger Agreement post-closing.

In connection with the acquisition, we entered into employment and share-based compensation agreements with certain employees of Trifacta, which include up to $75.0 million in equity-based incentive awards, subject to continued employment over a period of 36 months. We additionally held back $9.2 million of the purchase price that will vest and become payable to certain key employees in three annual installments based on each such employee’s continued service. As both the awards and hold back arrangements are subject to the continued employment of the employees, they were excluded from the purchase consideration and will be recognized as post-acquisition compensation. The transaction costs associated with the acquisition were approximately $11.3 million, of which $7.8 million was incurred during the three months ended March 31, 2022 and was recorded in general and administrative expense.

We accounted for the acquisition using the acquisition method of accounting, which requires the assets acquired and liabilities assumed to be recorded at the date of acquisition at their respective estimated fair values. The preliminary allocation of purchase consideration to the estimated fair values of the assets acquired and liabilities assumed as of the date of acquisition is as follows (in thousands):

	Fair Value
Cash and cash equivalents	$	13,360
Accounts receivable, net	6,916
Other current and non-current assets	9,715
Goodwill	341,287
Intangible assets, net	51,000
Accounts payable, accrued expenses and other current and non-current liabilities	(10,798)
Deferred revenue	(8,351)
Net assets acquired	$	403,129

The excess of the purchase consideration over the fair value of other assets acquired and liabilities assumed was recorded as goodwill. The resulting goodwill is primarily attributed to the assembled workforce and expanded market opportunities, including integrating the Trifacta product offering with existing Company product offerings. The goodwill has no basis for U.S. income tax purposes. The fair values assigned to assets acquired and liabilities assumed are preliminary based on management’s estimates and assumptions and may be subject to change as additional information is received and certain tax matters are finalized.

The following table sets forth the fair values of the components of identifiable intangible assets acquired (in thousands) and their estimated useful lives (in years) as of the date of acquisition:

	Fair Value		Useful Life
Completed technology	$	48,500	7
Customer relationships	1,000		3
Trade names	1,500		3
Total intangible assets subject to amortization	$	51,000

We determined the fair value of the developed technology acquired using the multi-period excess earnings model, which is a variation of the income approach that estimates the value of the assets based on the present value of the incremental after-tax cash flow attributable only to the intangible assets. This model utilizes certain unobservable inputs classified as Level 3 measurements as defined by ASC 820, Fair Value Measurements and Disclosures, or ASC 820. Key inputs utilized in the models include a discount rate of 16.5% and estimated revenue and expense forecasts.

The operations of Trifacta are included in our operating results from the date of acquisition. We have not disclosed the amount of revenue or earnings related to the Trifacta acquisition as the operations of Trifacta were integrated into the operations of our company from the date of acquisition, and thus it would be immaterial or impractical to do so. In addition, the unaudited pro forma results of operations assuming the Trifacta acquisition had taken place at the beginning of each period are not provided as the historical operating results of Trifacta were not material.

2021 Acquisitions

Hyper Anna Pty. Ltd.

On October 6, 2021, we acquired 100% of the outstanding equity of Hyper Anna Pty. Ltd., or Hyper Anna, pursuant to an Agreement for the Sale and Purchase of Shares, dated as of October 6, 2021, or the Hyper Anna Purchase Agreement. The acquisition was made to augment our research and development team and acquire certain developed technology.

The aggregate consideration payable in exchange for all of the outstanding equity interests in Hyper Anna, net of customary adjustments set forth in the Hyper Anna Purchase Agreement, was $24.9 million in cash. This includes $3.0 million and $2.0 million of cash consideration held back for customary indemnification matters for a period of 24 months and 36 months, respectively, following the acquisition date.

In connection with the acquisition, we entered into employment agreements with certain employees from Hyper Anna, which include up to $16.8 million in equity incentive awards based on continued employment over a period of 36 months. As the awards are subject to the continued employment of the employees, they were excluded from the purchase consideration, and will be recognized as post-acquisition compensation.

The purchase consideration for the acquisition of $24.9 million consisted of $10.6 million in developed technology, which is tax deductible; $10.5 million of goodwill; and $3.8 million of net assets assumed.

We determined the fair value of the developed technology acquired using the multi-period excess earnings model, which is a variation of the income approach that estimates the value of the assets based on the present value of the incremental after-tax cash flow attributable only to the intangible assets. This model utilizes certain unobservable inputs classified as Level 3 measurements as defined by ASC 820. Key inputs utilized in the models include a discount rate of 29% and estimated revenue and expense forecasts. Based on the valuation model, we determined the fair value of the developed technology to be $10.6 million with an amortization period of 7 years.

Lore IO, Inc.

On October 21, 2021, we acquired 100% of the outstanding equity of Lore IO, Inc., or Lore IO, pursuant to an Agreement and Plan of Merger, dated as of October 18, 2021, or the Lore IO Merger Agreement. The acquisition was made to augment our research and development team. The aggregate consideration payable in exchange for all of the outstanding equity interests of Lore IO was $10.0 million in cash, subject to customary adjustments set forth in the Lore IO Merger Agreement.

In connection with the acquisition, we entered into employment agreements with certain employees from Lore IO, which include up to $11.1 million in equity incentive awards based on continued employment over a period of 36 months. As the awards are subject to the continued employment of the employees, they were excluded from the purchase consideration and will be recognized as post-acquisition compensation.

The purchase consideration for the acquisition of $10.0 million consisted of $10.0 million of goodwill, which is not tax deductible, and immaterial net assets assumed.

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Fair Value Measurements

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Instruments Measured at Fair Value on a Recurring Basis. The following tables present our cash and cash equivalents’ and investments’ costs, gross unrealized gains (losses), and fair value by major security type recorded as cash and cash equivalents or short-term or long-term investments as of March 31, 2022 and December 31, 2021 (in thousands):

 

	As of March 31, 2022
	Cost		Net Unrealized Gains (Losses)		Fair Value		Cash and Cash Equivalents		Short-term Investments		Long-term Investments
Cash	$	66,068	$	—	$	66,068	$	66,068	$	—	$	—
Level 1:
Money market funds	$	26,596	$	—	$	26,596	$	26,596	$	—	$	—
Subtotal	$	26,596	$	—	$	26,596	$	26,596	$	—	$	—
Level 2:
Commercial paper	$	167,867	$	(255)	$	167,612	$	45,978	$	121,634	$	—
Certificates of deposit	3,500		(49)		3,451		—		3,451		—
U.S. Treasury and agency bonds	268,589		(2,924)		265,665		8,496		138,370		118,799
Corporate bonds	68,858		(737)		68,121		—		47,781		20,340
Subtotal	$	508,814	$	(3,965)	$	504,849	$	54,474	$	311,236	$	139,139
Level 3:	$	—	$	—	$	—	$	—	$	—	$	—
Total	$	601,478	$	(3,965)	$	597,513	$	147,138	$	311,236	$	139,139
	As of December 31, 2021
	Cost		Net Unrealized Gains (Losses)		Fair Value		Cash and Cash Equivalents		Short-term Investments		Long-term Investments
Cash	$	68,579	$	—	$	68,579	$	68,579	$	—	$	—
Level 1:
Money market funds	$	15,382	$	—	$	15,382	$	15,382	$	—	$	—
Subtotal	$	15,382	$	—	$	15,382	$	15,382	$	—	$	—
Level 2:
Commercial paper	$	308,250	$	(97)	$	308,153	$	68,414	$	239,739	$	—
Certificates of deposit	3,500		(3)		3,497		—		—		3,497
U.S. Treasury and agency bonds	459,960		(1,264)		458,696		—		189,243		269,453
Corporate bonds	148,605		(450)		148,155		—		77,892		70,263
Subtotal	$	920,315	$	(1,814)	$	918,501	$	68,414	$	506,874	$	343,213
Level 3:	$	—	$	—	$	—	$	—	$	—	$	—
Total	$	1,004,276	$	(1,814)	$	1,002,462	$	152,375	$	506,874	$	343,213

All long-term investments had maturities between one and two years in duration as of March 31, 2022.

As of March 31, 2022, we had gross unrealized losses of $4.0 million with respect to our available-for-sale securities, and we do not intend to sell, nor is it more likely than not that we will be required to sell, these investments before recovery of their amortized cost basis. These gross unrealized losses were classified in accumulated other comprehensive loss in our condensed consolidated balance sheets as of March 31, 2022.

Instruments Not Recorded at Fair Value on a Recurring Basis. We estimate the fair value of our Notes carried at face value, less unamortized discount and issuance costs, quarterly for disclosure purposes. The estimated fair value of our Notes is determined by Level 2 inputs and is based on observable market data including prices for similar instruments. As of March 31, 2022 and December 31, 2021, the fair value of our Notes was $864.9 million and $857.3 million, respectively. The carrying amounts of our cash, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued liabilities approximate their current fair value because of their nature and relatively short maturity dates or durations.

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Allowance for Doubtful Accounts and Sales Reserves

3 Months Ended

Mar. 31, 2022

Credit Loss [Abstract]

Allowance for Doubtful Accounts and Sales Reserves

Allowance for Doubtful Accounts and Sales Reserves

The following table summarizes the changes in the allowance for doubtful accounts and sales reserve included in accounts receivable and contract assets in our condensed consolidated balance sheets (in thousands):

	Accounts Receivable Reserve				Contract Asset Reserve
	Three Months Ended March 31,				Three Months Ended March 31,
	2022		2021		2022		2021
Beginning Balance	$	3,546	$	3,114	$	1,479	$	2,438
Provision	319		371		131		574
Recoveries	(94)		(359)		(25)		(64)
Charge-offs	(196)		(148)		(8)		(8)
Ending Balance	$	3,575	$	2,978	$	1,577	$	2,940

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Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and Intangible Assets

The change in carrying amount of goodwill for the three months ended March 31, 2022 was as follows (in thousands):

Goodwill as of December 31, 2021	$	57,415
Goodwill recorded in connection with acquisition	341,287
Effects of foreign currency translation	219
Goodwill as of March 31, 2022	$	398,921

Intangible assets consisted of the following (in thousands, except years):

	As of March 31, 2022
	Remaining Weighted-Average Useful Life in Years	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Customer relationships	2.9	$	2,605	$	(961)	$	1,644
Completed technology	6.3	81,131		(13,614)		67,517
Trade names	2.9	1,500		(24)		1,476
		$	85,236	$	(14,599)	$	70,637
	As of December 31, 2021
	Remaining Weighted-Average Useful Life in Years	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Customer relationships	3.1	$	1,557	$	(862)	$	695
Completed technology	5.1	32,337		(11,295)		21,042
		$	33,894	$	(12,157)	$	21,737

We classified intangible asset amortization expense in the accompanying condensed consolidated statements of operations and comprehensive loss as follows (in thousands):

	Three Months Ended March 31,
	2022		2021
Cost of revenue	$	2,312	$	1,082
Sales and marketing	95		58
Total	$	2,407	$	1,140

The following table presents our estimates of remaining amortization expense for finite-lived intangible assets at March 31, 2022 (in thousands):

Remainder of 2022	$	10,709
2023	11,924
2024	11,274
2025	9,937
2026	9,462
Thereafter	17,331
Total amortization expense	$	70,637

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Convertible Senior Notes

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Convertible Senior Notes

Convertible Senior Notes

The following table presents details of our convertible senior notes, which are further discussed below (original principal in thousands):

	Month Issued	Maturity Date	Original Principal (including over-allotment)		Coupon Interest Rate		Effective Interest Rate(1)		Conversion Rate		Initial Conversion Price
2023 Notes	May and June 2018	June 1, 2023	$	230,000	0.5	%	1.01	%	$	22.5572	$	44.33
2024 Notes	August 2019	August 1, 2024	$	400,000	0.5	%	0.93	%	$	5.2809	$	189.36
2026 Notes	August 2019	August 1, 2026	$	400,000	1.0	%	1.32	%	$	5.2809	$	189.36

(1) Prior to the adoption of ASU 2020-06, our effective interest rates were 7.00% for the 2023 Notes, 4.96% for the 2024 Notes, and 5.41% for the 2026 Notes due to the discount on the Notes related to the component previously allocated to equity.

As further defined and described below, the 2024 Notes and the 2026 Notes are together referred to as the 2024 & 2026 Notes, and the 2023 Notes and the 2024 & 2026 Notes are collectively referred to as the Notes.

In May and June 2018, we sold $230.0 million aggregate principal amount of our 0.50% Convertible Senior Notes due 2023, or the 2023 Notes, including the initial purchasers’ exercise in full of their option to purchase an additional $30.0 million of the 2023 Notes, in a private offering to qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act of 1933, as amended, or the Act. The 2023 Notes are our senior, unsecured obligations, and interest is payable semi-annually in arrears on June 1 and December 1 of each year beginning December 1, 2018.

In August 2019, we sold $400.0 million aggregate principal amount of our 0.50% Convertible Senior Notes due 2024, or the 2024 Notes, and $400.0 million aggregate principal amount of our 1.00% Convertible Senior Notes due 2026, or the 2026 Notes, including the initial purchasers’ exercise in full of their options to purchase an additional $50.0 million of the 2024 Notes and an additional $50.0 million of the 2026 Notes, in a private offering to qualified institutional buyers pursuant to Rule 144A promulgated under the Act. The 2024 & 2026 Notes are our senior, unsecured obligations, and interest is payable semi-annually in arrears on February 1 and August 1 of each year beginning February 1, 2020.

Prior to the close of business on the business day immediately preceding March 1, 2023, or the 2023 Conversion Date, in the case of the 2023 Notes, or May 1, 2024, or the 2024 Conversion Date, in the case of the 2024 Notes, or May 1, 2026, or the 2026 Conversion Date, in the case of the 2026 Notes, the respective Notes are convertible at the option of holders only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the relevant maturity date. The applicable conversion rate is subject to customary adjustments for certain events as described in the applicable indenture between us and U.S. Bank National Association, as trustee, or, collectively, the Indentures. Upon conversion, the Notes may be settled in shares of our Class A common stock, cash or a combination of cash and shares of our Class A common stock, at our election. It is our current intent to settle the principal amount of the Notes with cash. During the years ended December 31, 2019 and 2020, a portion of the 2023 Notes were exchanged, as further discussed below.

Prior to the close of business on the business day immediately preceding the applicable Conversion Date, the applicable series of Notes is convertible at the option of the holders under the following circumstances:

•during any calendar quarter commencing after the calendar quarter subsequent to the calendar quarter in which the applicable series of Notes was issued (and only during such calendar quarter), if the last reported sale price of our Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the applicable conversion price of the applicable series of Notes on each applicable trading day;

•during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the applicable series of Notes for each day of that five day consecutive trading day period was less than 98% of the product of the last reported sale price of our Class A common stock and the applicable conversion rate of the applicable series of Notes on such applicable trading day; or

•upon the occurrence of specified corporate events described in the applicable Indenture.

For at least 20 trading days during the period of 30 consecutive trading days ending March 31, 2022, the last reported sale price of our Class A common stock was greater than or equal to 130% of the conversion price of the 2023 Notes on each applicable trading day. As a result, the 2023 Notes are convertible at the option of the holders during the quarter ending June 30, 2022 and were classified as current liabilities on the condensed consolidated balance sheet as of March 31, 2022. As of March 31, 2022, the if-converted value of the 2023 Notes exceeded its principal amount by $52.0 million. As of March 31, 2022, the 2024 & 2026 Notes were not currently convertible.

We may not redeem any series of Notes prior to the relevant maturity date. Holders of any series of Notes have the right to require us to repurchase for cash all or a portion of their applicable series of Notes, at 100% of its respective principal amount, plus any accrued and unpaid interest, upon the occurrence of a fundamental change as defined in the applicable Indenture for such series of Notes. We are also required to increase the conversion rate for holders who convert their Notes in connection with certain corporate events occurring prior to the relevant maturity date.

The Notes are our senior unsecured obligations and rank senior in right of payment to any of our indebtedness and other liabilities that are expressly subordinated in right of payment to the Notes, equal in right of payment among all series of Notes and to any other existing and future indebtedness and other liabilities that are not subordinated, effectively junior in right of payment to any of our secured indebtedness and other liabilities to the extent of the value of the assets securing such indebtedness and other liabilities, and structurally junior in right of payment to all of our existing and future indebtedness and other liabilities (including trade payables) of our current or future subsidiaries.

Capped Call Transactions

In connection with the pricing of the 2023 Notes, we entered into privately negotiated capped call transactions with an affiliate of one of the initial purchasers of the 2023 Notes and other financial institutions. In connection with the pricing of the 2024 & 2026 Notes, we entered into privately negotiated capped call transactions with other financial institutions. The capped call transactions are expected generally to reduce or offset potential dilution to holders of our common stock and/or offset the potential cash payments that we could be required to make in excess of the principal amount upon any conversion of the applicable series of Notes under certain circumstances, with such reduction and/or offset subject to a cap based on the cap price. Under the capped call transactions, we purchased capped call options that in the aggregate relate to the total number of shares of our Class A common stock underlying the applicable series of Notes, with an initial strike price of approximately $44.33 per share in the case of the 2023 Notes, which corresponds to the initial conversion price of the 2023 Notes, and approximately $189.36 per share in the case of the 2024 & 2026 Notes, which corresponds to the initial conversion price of each of the 2024 & 2026 Notes. Further, the capped call options are subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the applicable series of Notes, and have a cap price of $62.22 per share in the case of the 2023 Notes, and $315.60 per share in the case of the 2024 & 2026 Notes. The cost of the purchased capped calls of $19.1 million in the case of the 2023 Notes and $87.4 million in the case of the 2024 & 2026 Notes was recorded as a reduction to additional paid-in-capital.

We elected to integrate the applicable capped call options with the applicable series of Notes for federal income tax purposes pursuant to applicable U.S. Treasury Regulations. Accordingly, the $19.1 million gross cost of the purchased capped calls in the case of the 2023 Notes and the $87.4 million gross cost of the purchased capped calls in the case of the 2024 & 2026 Notes will be deductible for income tax purposes as original discount interest over the term of the 2023 Notes and the applicable series of the 2024 & 2026 Notes, respectively. We recorded deferred tax assets of $4.6 million with respect to the 2023 Notes and $20.9 million with respect to the 2024 & 2026 Notes, which represent the tax benefit of these deductions with an offsetting entry to additional paid-in capital. These deferred tax assets, as adjusted for activity through December 31, 2021, were written off as part of the ASU 2020-06 implementation.

In connection with the exchange agreements discussed below, we terminated a corresponding portion of the existing capped call transactions that we entered into in connection with the issuance of the 2023 Notes, which resulted in the net share settlement and our receipt and retirement of 285,466 shares of Class A common stock.

Exchange of 2023 Notes

In connection with the issuance of the 2024 & 2026 Notes discussed above, during the year ended December 31, 2019, we entered into exchange agreements with certain holders of our outstanding 2023 Notes and, using a portion of the net proceeds from the issuance of the 2024 & 2026 Notes, we exchanged $145.2 million principal amount, together with accrued and unpaid interest thereon, of the 2023 Notes for aggregate consideration of $145.4 million in cash, representing the principal and accrued interest of the exchanged 2023 Notes, and 2.2 million shares of Class A common stock. Other than this exchange, we have received immaterial requests for conversion since the 2023 Notes initially became convertible but did not receive any additional requests for conversion during the three months ended March 31, 2022.

The Notes consisted of the following (in thousands):

	As of March 31, 2022						As of December 31, 2021
	2023 Notes		2024 Notes		2026 Notes		2023 Notes		2024 Notes		2026 Notes
Liability:
Principal	$	84,748	$	400,000	$	400,000	$	84,748	$	400,000	$	400,000
Less: debt discount and issuance costs, net of amortization(1)	(501)		(3,979)		(5,292)		(7,348)		(42,941)		(71,043)
Net carrying amount	$	84,247	$	396,021	$	394,708	$	77,400	$	357,059	$	328,957
Equity, net of issuance costs(2)	$	—	$	—	$	—	$	46,473	$	69,749	$	93,380

(1) As of December 31, 2021, the debt discount component, net of amortization, which is not applicable under ASU 2020-06, was $6.7 million for the 2023 Notes, $38.6 million for the 2024 Notes, and $65.5 million for the 2026 Notes. See Note 2, Significant Accounting Policies, for additional information related to the adoption of this accounting standard.

(2) Not applicable under ASU 2020-06. See Note 2, Significant Accounting Policies, for additional information related to the adoption of this accounting standard.

The following table sets forth interest expense recognized related to the Notes (in thousands):

	Three Months Ended March 31,
	2022		2021
Contractual interest expense	$	1,606	$	1,606
Amortization of debt issuance costs and discount(1)	780		7,992
Total	$	2,386	$	9,598

(1) The aggregate amortization expense related to the equity component of our Notes, which is not applicable under ASU 2020-06, for the three months ended March 31, 2021 was $7.2 million.

The following table sets forth future contractual obligations of contractual interest and principal related to the Notes (in thousands):

	Payments Due by Period
Remainder of 2022	$	3,424
2023	90,960
2024	406,000
2025	4,000
2026	404,000
Total principal and related contractual interest	$	908,384

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Equity Awards

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Equity Awards

Equity Awards

Stock Options

Stock option activity during the three months ended March 31, 2022 consisted of the following (in thousands, except weighted-average information):

	Options Outstanding	Weighted- Average Exercise Price
Options outstanding at December 31, 2021	2,008	$	65.05
Granted	—	—
Exercised	(69)	11.05
Canceled/forfeited	(28)	112.34
Options outstanding at March 31, 2022	1,911	$	66.31

There were no options granted during the three months ended March 31, 2022. As of March 31, 2022, there was $21.3 million of unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted-average period of 1.6 years.

Restricted Stock Units

Restricted stock unit, or RSU, and performance-based RSU, or PRSU, activity during the three months ended March 31, 2022 consisted of the following (in thousands, except weighted-average information):

	Awards Outstanding (1)	Weighted- Average Grant Date Fair Value (1)
RSUs outstanding at December 31, 2021	3,693	$	85.64
Granted	7,266	48.40
Vested	(664)	79.68
Canceled/forfeited	(254)	79.02
RSUs outstanding at March 31, 2022	10,041	$	59.25

(1) The table above includes restricted stock units with market, performance, and/or service conditions.

During the three months ended March 31, 2022, we granted 3.0 million market-based PRSUs to certain executives. These awards have an explicit service period of two years and a market performance period of seven years. The awards have six tranches, each representing a separate stock price hurdle. Provided the relevant stock price hurdle is met, each tranche will vest on the later of the (i) second anniversary of the grant date and (ii) certification date once the performance goal is achieved. The performance goal is defined as when the 60-trading day volume-weighted average price, or VWAP, equals or exceeds the relevant stock price hurdle.

Awards subject to market conditions are valued on the date of grant using a Monte Carlo simulation valuation model. The grant date fair value of the market-based PRSUs, measured using a Monte Carlo simulation valuation model, was $109.7 million. The derived service period was also determined through use of the simulation model. Compensation cost associated with awards granted with market-based vesting conditions is recognized over the requisite service period for each tranche using the accelerated attribution method. The fair values of the market-based PRSUs granted have been estimated utilizing the following assumptions:

Underlying stock price at valuation date	$	54.24
Estimated volatility	53		%
Risk-free interest rate	2		%
Simulation term (in years)	7

During the three months ended March 31, 2022, we also granted PRSUs to certain executives with a grant date fair value of $5.3 million. These PRSUs are subject to vesting based on performance and service conditions and, assuming such conditions are met, will vest quarterly beginning in 2023 based upon the percentage achievement of certain annual recurring revenue targets or will otherwise be forfeited on December 31, 2022 if the targets are not met.

As of March 31, 2022, total unrecognized compensation expense related to unvested RSUs and PRSUs, including the market-based PRSUs described above, was approximately $524.0 million, which is expected to be recognized over a weighted-average period of 2.5 years.

We classified stock-based compensation expense in the accompanying condensed consolidated statements of operations and comprehensive loss as follows (in thousands): 

	Three Months Ended March 31,
	2022		2021
Cost of revenue	$	3,404	$	1,108
Research and development	11,174		6,325
Sales and marketing	15,220		7,045
General and administrative	15,364		9,961
Total	$	45,162	$	24,439

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Leases

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Leases

Leases

We have various non-cancelable operating leases for our corporate offices in California, Colorado, Massachusetts, Michigan, New York and Texas in the United States and Australia, Canada, the Czech Republic, France, Germany, Japan, Singapore, Ukraine, the United Arab Emirates, and the United Kingdom. These leases expire at various times through 2029. Certain lease agreements contain renewal options, rent abatement, and escalation clauses that are factored into our determination of lease payments when appropriate.

In March 2022, we ceased use of our previous corporate headquarters in Irvine, California and entered into a new sublease agreement for the remaining term of the underlying lease. As a result, we performed a recoverability test by comparing the future cash flows attributable to the asset group to the carrying value of the long-lived assets, including the right-of-use asset and fixed assets utilized by this facility. Based on this evaluation, we determined that long-lived assets with a carrying value of $11.6 million were no longer recoverable and recorded a right-of-use asset and fixed asset impairment of $6.1 million and $2.1 million, respectively.

Lease Costs    

The following lease costs were included in our condensed consolidated statements of operations and comprehensive loss as follows (in thousands):

	Three Months Ended March 31,
	2022		2021
Operating lease cost	$	6,228	$	3,876
Short-term lease cost	144		25
Variable lease cost	1,232		1,153
Total lease cost	$	7,604	$	5,054

Supplemental Information

The table below presents supplemental balance sheet information related to operating leases:

	As of
	March 31, 2022		December 31, 2021
Weighted-average remaining lease term (in years)	5.0		5.3
Weighted-average discount rate	4.52	%	4.57	%

Undiscounted Cash Flows

The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the operating lease liabilities recorded on the condensed consolidated balance sheet as of March 31, 2022 (in thousands):

	Operating Leases (2)
Remainder of 2022	$	17,941
2023	22,195
2024	19,927
2025	19,065
2026	15,886
2027	7,825
Thereafter	4,093
Total minimum lease payments	106,932
Less imputed interest	(11,669)
Present value of future minimum lease payments	95,263
Less current obligations under leases (1)	(19,603)
Long-term lease obligations	$	75,660

(1) Included in accrued expenses and other current liabilities in our condensed consolidated balance sheets.

(2) Excludes expected sublease income of approximately $5.1 million over the next five years.

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Contingencies

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Contingencies

Contingencies

Indemnification

In the ordinary course of business, we enter into agreements in which we may agree to indemnify other parties with respect to certain matters, including losses resulting from claims of intellectual property infringement, damages to property or persons, business losses, or other liabilities. In addition, we have entered into indemnification agreements with our directors, executive officers, and certain other employees that will require us to indemnify them against liabilities that may arise by reason of their status or service as directors, officers, or employees. The term of these indemnification agreements with our directors, executive officers, and other employees are generally perpetual after execution of the agreement. The maximum potential amount of future payments we could be required to make under these indemnification provisions is unlimited; however, we maintain insurance that reduces our exposure and enables us to recover a portion of any future amounts paid.

As of March 31, 2022 and December 31, 2021, we have not accrued a liability for indemnification provisions we agree to in the ordinary course of business or with our directors, executive officers and certain other employees pursuant to indemnification agreements because the likelihood of incurring a payment obligation, if any, in connection with these arrangements is not probable or reasonably estimable.

Litigation

From time to time, we may be involved in lawsuits, claims, investigations, and proceedings, consisting of intellectual property, commercial, employment, and other matters, which arise in the ordinary course of business. We are not currently party to any material legal proceedings or claims, nor are we aware of any pending or threatened legal proceedings or claims that could have a material adverse effect on our business, operating results, cash flows, or financial condition should such legal proceedings or claims be resolved unfavorably.

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Income Taxes

3 Months Ended

Mar. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The following table presents details of the provision for income taxes and our effective tax rates (in thousands, except percentages):

	Three Months Ended March 31,
	2022			2021
Provision for income taxes	$	1,488		$	993
Effective tax rate	(1.4)		%	(2.5)		%

We account for income taxes according to ASC 740, which, among other things, requires that we estimate our annual effective income tax rate for the full year and apply it to pre-tax income (loss) for each interim period, taking into account year-to-date amounts and projected results for the full year. We periodically evaluate whether we will recover a portion or all of our deferred tax assets. We record a valuation allowance against our deferred tax assets if and to the extent it is more likely than not that we will not recover our deferred tax assets. In evaluating the need for a valuation allowance, we weight all relevant positive and negative evidence, including, among other factors, historical financial performance, forecasts of income over the applicable carryforward periods, and our market environment, with each piece weighted based on its reliability. As of March 31, 2022, we had insufficient objective positive evidence that we will generate sufficient future pre-tax income to overcome the negative evidence of cumulative losses. Accordingly, we continue to record a full valuation allowance against our U.S. and U.K. deferred tax assets as of March 31, 2022.

We account for the tax effects of discrete events in the interim period they occur. The provision for income taxes consists of federal, foreign, state, and local income taxes. Our effective tax rate differs from the statutory U.S. income tax rate due to the effect of state and local income taxes, differing tax rates imposed on income earned in foreign jurisdictions and in the United States, losses in foreign jurisdictions, certain nondeductible expenses, excess tax deductions, and the changes in valuation allowances against our deferred tax assets. Our effective tax rate could change significantly from quarter to quarter because of recurring and nonrecurring factors. The provision for income taxes for each of the three months ended March 31, 2021 and three months ended March 31, 2022 was primarily attributable to a full valuation allowance against our U.S. and U.K. deferred tax assets. We did not recognize benefits from excess tax deductions from exercised stock options and settled RSUs or net operating losses for either the three months ended March 31, 2021 or three months ended March 31, 2022.

Neither we nor any of our subsidiaries are currently under examination from tax authorities in the jurisdictions in which we do business.

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Basic and Diluted Net Loss Per Share

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Basic and Diluted Net Loss Per Share

Basic and Diluted Net Loss Per Share

The following table presents the computation of net loss per share (in thousands, except per share amounts):

	Three Months Ended March 31,
	2022		2021
Numerator:
Net loss attributable to common stockholders	$	(105,567)	$	(40,656)
Denominator:
Weighted-average shares used to compute net loss per share     attributable to common stockholders, basic	67,826		66,932
Effect of dilutive securities:
Convertible senior notes	—		—
Employee stock awards	—		—
Weighted-average shares used to compute net loss per share     attributable to common stockholders, diluted	67,826		66,932
Net loss per share attributable to common stockholders, basic	$	(1.56)	$	(0.61)
Net loss per share attributable to common stockholders, diluted	$	(1.56)	$	(0.61)

Since we were in a loss position for all periods presented, basic net loss is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. The following weighted-average equivalent shares of common stock, excluding the impact of the treasury stock and if-converted methods, were excluded from the diluted net loss per share calculation because their inclusion would have been anti-dilutive (in thousands):

	Three Months Ended March 31,
	2022	2021
Stock awards (1)	7,018	4,197
Convertible senior notes	6,136	6,136
Total shares excluded from net loss per share	13,154	10,333

(1) The table above does not include 861,985 PRSUs because, as of March 31, 2022, the performance criteria had not yet been met for these contingently-issuable shares.

Effective as of January 1, 2022 with our adoption of ASU 2020-06, we use the if-converted method for calculating any potential dilutive effect of the conversion options of the Notes on diluted net income per share, which assumes conversion as of the beginning of the period or at the time of issuance, if later. Prior to ASU 2020-06, we had historically utilized the treasury stock method due to our intent and ability to settle the principal balance of the Notes in cash. As we have utilized the modified retrospective method of adoption, there is no change to our previously reported earnings per share amounts.

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Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Our unaudited interim condensed consolidated financial statements are presented in accordance with accounting standards generally accepted in the United States of America, or U.S. GAAP, for interim financial information. Certain information and disclosures normally included in consolidated financial statements presented in accordance with U.S. GAAP have been condensed or omitted. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission, or SEC, on February 15, 2022. The unaudited interim condensed consolidated financial statements have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and reflect all adjustments which are, in the opinion of our management, of a normal recurring nature and necessary for a fair statement of the condensed consolidated financial statements. All intercompany accounts and transactions have been eliminated in consolidation.

The operating results for the three months ended March 31, 2022 are not necessarily indicative of the results expected for the full year ending December 31, 2022.

Use of Estimates

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates and assumptions.

On an ongoing basis, our management evaluates these estimates and assumptions, including those related to determination of standalone selling prices of our products and services, income tax valuations, stock-based compensation, and goodwill and intangible assets valuations and recoverability. We base our estimates on historical data and experience, as well as various other factors that our management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities.

Operating Segments

Operating Segments

Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the Chief Operating Decision Maker, or CODM, who is our chief executive officer, in deciding how to allocate resources and assess our financial and operational performance. Our CODM evaluates our financial information and resources and assesses the performance of these resources on a consolidated and aggregated basis. As a result, we have determined that our business operates in a single operating segment.

Recently Adopted and Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, or ASU 2020-06, which simplifies the accounting for convertible instruments by removing certain separation models required under current U.S. GAAP, including the beneficial conversion feature and cash conversion models. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it requires the use of the if-converted method when calculating diluted earnings per share. This guidance became effective for us for annual reporting periods beginning after December 15, 2021 and for interim periods within those annual periods, and can be applied utilizing either a modified or full retrospective transition method. We have historically accounted for our Notes (as defined and described in Note 8, Convertible Senior Notes) utilizing the cash conversion model. Effective January 1, 2022, we adopted ASU 2020-06 using the modified retrospective approach, which resulted in a decrease to accumulated deficit of $65.8 million, a decrease to additional paid-in capital of $177.0 million, a decrease to property and equipment, net, of $0.4 million, and an increase to current and long-term convertible senior notes, net, of $6.8 million and $104.0 million, respectively. Interest expense recognized in future periods will be reduced as a result of accounting for the convertible debt instruments as a single liability measured at their amortized cost.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, or ASU 2021-08, which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with Accounting Standards Codification, or ASC, Topic 606. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022 and early adoption is permitted. Effective January 1, 2022, we early adopted this standard on a prospective basis. The impact of adoption of this standard on our condensed consolidated financial statements was not material.

Income Taxes

We account for income taxes according to ASC 740, which, among other things, requires that we estimate our annual effective income tax rate for the full year and apply it to pre-tax income (loss) for each interim period, taking into account year-to-date amounts and projected results for the full year. We periodically evaluate whether we will recover a portion or all of our deferred tax assets. We record a valuation allowance against our deferred tax assets if and to the extent it is more likely than not that we will not recover our deferred tax assets. In evaluating the need for a valuation allowance, we weight all relevant positive and negative evidence, including, among other factors, historical financial performance, forecasts of income over the applicable carryforward periods, and our market environment, with each piece weighted based on its reliability. As of March 31, 2022, we had insufficient objective positive evidence that we will generate sufficient future pre-tax income to overcome the negative evidence of cumulative losses. Accordingly, we continue to record a full valuation allowance against our U.S. and U.K. deferred tax assets as of March 31, 2022. We account for the tax effects of discrete events in the interim period they occur. The provision for income taxes consists of federal, foreign, state, and local income taxes. Our effective tax rate differs from the statutory U.S. income tax rate due to the effect of state and local income taxes, differing tax rates imposed on income earned in foreign jurisdictions and in the United States, losses in foreign jurisdictions, certain nondeductible expenses, excess tax deductions, and the changes in valuation allowances against our deferred tax assets. Our effective tax rate could change significantly from quarter to quarter because of recurring and nonrecurring factors.

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Revenue (Tables)

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The disaggregation of revenue by region was as follows (in thousands):

	Three Months Ended March 31,
	2022		2021
Revenue by region:
United States	$	110,033	$	77,237
International	47,908		41,522
Total	$	157,941	$	118,759

Deferred Contract Costs

A summary of the activity impacting our deferred commissions during the three months ended March 31, 2022 and 2021 is presented below (in thousands):

	Three Months Ended March 31,
	2022		2021
Beginning balance(1)	$	69,817	$	51,186
Additional deferred commissions	10,968		9,101
Amortization of deferred commissions(2)	(13,028)		(9,558)
Effects of foreign currency translation	(286)		(102)
Ending balance	$	67,471	$	50,627

(1) Of the amount of commissions deferred as of January 1, 2022, $6.3 million was paid in shares of the Company’s Class A common stock in the three months ended March 31, 2022.

(2) Of the amount amortized from deferred commissions during the three months ended March 31, 2022, $0.2 million was paid in shares of the Company’s Class A common stock in the three months ended March 31, 2022 and is included in stock-based compensation.

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Business Combinations (Tables)

3 Months Ended

Mar. 31, 2022

Business Combinations [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The preliminary allocation of purchase consideration to the estimated fair values of the assets acquired and liabilities assumed as of the date of acquisition is as follows (in thousands):

	Fair Value
Cash and cash equivalents	$	13,360
Accounts receivable, net	6,916
Other current and non-current assets	9,715
Goodwill	341,287
Intangible assets, net	51,000
Accounts payable, accrued expenses and other current and non-current liabilities	(10,798)
Deferred revenue	(8,351)
Net assets acquired	$	403,129

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination

The following table sets forth the fair values of the components of identifiable intangible assets acquired (in thousands) and their estimated useful lives (in years) as of the date of acquisition:

	Fair Value		Useful Life
Completed technology	$	48,500	7
Customer relationships	1,000		3
Trade names	1,500		3
Total intangible assets subject to amortization	$	51,000

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Summary of Cash and Cash Equivalents and Investments' Costs, Gross Unrealized Gains (Losses), and Fair Value by Major Security Type Recorded as Cash and Cash Equivalents or Short-Term or Long-Term Investments

The following tables present our cash and cash equivalents’ and investments’ costs, gross unrealized gains (losses), and fair value by major security type recorded as cash and cash equivalents or short-term or long-term investments as of March 31, 2022 and December 31, 2021 (in thousands): 

	As of March 31, 2022
	Cost		Net Unrealized Gains (Losses)		Fair Value		Cash and Cash Equivalents		Short-term Investments		Long-term Investments
Cash	$	66,068	$	—	$	66,068	$	66,068	$	—	$	—
Level 1:
Money market funds	$	26,596	$	—	$	26,596	$	26,596	$	—	$	—
Subtotal	$	26,596	$	—	$	26,596	$	26,596	$	—	$	—
Level 2:
Commercial paper	$	167,867	$	(255)	$	167,612	$	45,978	$	121,634	$	—
Certificates of deposit	3,500		(49)		3,451		—		3,451		—
U.S. Treasury and agency bonds	268,589		(2,924)		265,665		8,496		138,370		118,799
Corporate bonds	68,858		(737)		68,121		—		47,781		20,340
Subtotal	$	508,814	$	(3,965)	$	504,849	$	54,474	$	311,236	$	139,139
Level 3:	$	—	$	—	$	—	$	—	$	—	$	—
Total	$	601,478	$	(3,965)	$	597,513	$	147,138	$	311,236	$	139,139
	As of December 31, 2021
	Cost		Net Unrealized Gains (Losses)		Fair Value		Cash and Cash Equivalents		Short-term Investments		Long-term Investments
Cash	$	68,579	$	—	$	68,579	$	68,579	$	—	$	—
Level 1:
Money market funds	$	15,382	$	—	$	15,382	$	15,382	$	—	$	—
Subtotal	$	15,382	$	—	$	15,382	$	15,382	$	—	$	—
Level 2:
Commercial paper	$	308,250	$	(97)	$	308,153	$	68,414	$	239,739	$	—
Certificates of deposit	3,500		(3)		3,497		—		—		3,497
U.S. Treasury and agency bonds	459,960		(1,264)		458,696		—		189,243		269,453
Corporate bonds	148,605		(450)		148,155		—		77,892		70,263
Subtotal	$	920,315	$	(1,814)	$	918,501	$	68,414	$	506,874	$	343,213
Level 3:	$	—	$	—	$	—	$	—	$	—	$	—
Total	$	1,004,276	$	(1,814)	$	1,002,462	$	152,375	$	506,874	$	343,213

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Allowance for Doubtful Accounts and Sales Reserves (Tables)

3 Months Ended

Mar. 31, 2022

Credit Loss [Abstract]

Allowance for Doubtful Accounts and Sales Reserves

The following table summarizes the changes in the allowance for doubtful accounts and sales reserve included in accounts receivable and contract assets in our condensed consolidated balance sheets (in thousands):

	Accounts Receivable Reserve				Contract Asset Reserve
	Three Months Ended March 31,				Three Months Ended March 31,
	2022		2021		2022		2021
Beginning Balance	$	3,546	$	3,114	$	1,479	$	2,438
Provision	319		371		131		574
Recoveries	(94)		(359)		(25)		(64)
Charge-offs	(196)		(148)		(8)		(8)
Ending Balance	$	3,575	$	2,978	$	1,577	$	2,940

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Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Change in Carrying Amount of Goodwill

The change in carrying amount of goodwill for the three months ended March 31, 2022 was as follows (in thousands):

Goodwill as of December 31, 2021	$	57,415
Goodwill recorded in connection with acquisition	341,287
Effects of foreign currency translation	219
Goodwill as of March 31, 2022	$	398,921

Schedule of Intangible Assets

Intangible assets consisted of the following (in thousands, except years):

	As of March 31, 2022
	Remaining Weighted-Average Useful Life in Years	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Customer relationships	2.9	$	2,605	$	(961)	$	1,644
Completed technology	6.3	81,131		(13,614)		67,517
Trade names	2.9	1,500		(24)		1,476
		$	85,236	$	(14,599)	$	70,637
	As of December 31, 2021
	Remaining Weighted-Average Useful Life in Years	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Customer relationships	3.1	$	1,557	$	(862)	$	695
Completed technology	5.1	32,337		(11,295)		21,042
		$	33,894	$	(12,157)	$	21,737

Schedule of Intangible Asset Amortization Expense

We classified intangible asset amortization expense in the accompanying condensed consolidated statements of operations and comprehensive loss as follows (in thousands):

	Three Months Ended March 31,
	2022		2021
Cost of revenue	$	2,312	$	1,082
Sales and marketing	95		58
Total	$	2,407	$	1,140

Schedule of Finite-Lived Intangible Assets Estimated Remaining Amortization Expense

The following table presents our estimates of remaining amortization expense for finite-lived intangible assets at March 31, 2022 (in thousands):

Remainder of 2022	$	10,709
2023	11,924
2024	11,274
2025	9,937
2026	9,462
Thereafter	17,331
Total amortization expense	$	70,637

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Convertible Senior Notes (Tables)

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Summary of Convertible Debt

The following table presents details of our convertible senior notes, which are further discussed below (original principal in thousands):

	Month Issued	Maturity Date	Original Principal (including over-allotment)		Coupon Interest Rate		Effective Interest Rate(1)		Conversion Rate		Initial Conversion Price
2023 Notes	May and June 2018	June 1, 2023	$	230,000	0.5	%	1.01	%	$	22.5572	$	44.33
2024 Notes	August 2019	August 1, 2024	$	400,000	0.5	%	0.93	%	$	5.2809	$	189.36
2026 Notes	August 2019	August 1, 2026	$	400,000	1.0	%	1.32	%	$	5.2809	$	189.36

(1) Prior to the adoption of ASU 2020-06, our effective interest rates were 7.00% for the 2023 Notes, 4.96% for the 2024 Notes, and 5.41% for the 2026 Notes due to the discount on the Notes related to the component previously allocated to equity.

The Notes consisted of the following (in thousands):

	As of March 31, 2022						As of December 31, 2021
	2023 Notes		2024 Notes		2026 Notes		2023 Notes		2024 Notes		2026 Notes
Liability:
Principal	$	84,748	$	400,000	$	400,000	$	84,748	$	400,000	$	400,000
Less: debt discount and issuance costs, net of amortization(1)	(501)		(3,979)		(5,292)		(7,348)		(42,941)		(71,043)
Net carrying amount	$	84,247	$	396,021	$	394,708	$	77,400	$	357,059	$	328,957
Equity, net of issuance costs(2)	$	—	$	—	$	—	$	46,473	$	69,749	$	93,380

(1) As of December 31, 2021, the debt discount component, net of amortization, which is not applicable under ASU 2020-06, was $6.7 million for the 2023 Notes, $38.6 million for the 2024 Notes, and $65.5 million for the 2026 Notes. See Note 2, Significant Accounting Policies, for additional information related to the adoption of this accounting standard.

(2) Not applicable under ASU 2020-06. See Note 2, Significant Accounting Policies, for additional information related to the adoption of this accounting standard.

Summary of Interest Expense

The following table sets forth interest expense recognized related to the Notes (in thousands):

	Three Months Ended March 31,
	2022		2021
Contractual interest expense	$	1,606	$	1,606
Amortization of debt issuance costs and discount(1)	780		7,992
Total	$	2,386	$	9,598

(1) The aggregate amortization expense related to the equity component of our Notes, which is not applicable under ASU 2020-06, for the three months ended March 31, 2021 was $7.2 million.

Contractual Obligation, Fiscal Year Maturity

The following table sets forth future contractual obligations of contractual interest and principal related to the Notes (in thousands):

	Payments Due by Period
Remainder of 2022	$	3,424
2023	90,960
2024	406,000
2025	4,000
2026	404,000
Total principal and related contractual interest	$	908,384

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Equity Awards (Tables)

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Schedule of Stock Option Activity

Stock option activity during the three months ended March 31, 2022 consisted of the following (in thousands, except weighted-average information):

	Options Outstanding	Weighted- Average Exercise Price
Options outstanding at December 31, 2021	2,008	$	65.05
Granted	—	—
Exercised	(69)	11.05
Canceled/forfeited	(28)	112.34
Options outstanding at March 31, 2022	1,911	$	66.31

Schedule of RSU Activity

Restricted stock unit, or RSU, and performance-based RSU, or PRSU, activity during the three months ended March 31, 2022 consisted of the following (in thousands, except weighted-average information):

	Awards Outstanding (1)	Weighted- Average Grant Date Fair Value (1)
RSUs outstanding at December 31, 2021	3,693	$	85.64
Granted	7,266	48.40
Vested	(664)	79.68
Canceled/forfeited	(254)	79.02
RSUs outstanding at March 31, 2022	10,041	$	59.25

(1) The table above includes restricted stock units with market, performance, and/or service conditions.

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

The fair values of the market-based PRSUs granted have been estimated utilizing the following assumptions:

Underlying stock price at valuation date	$	54.24
Estimated volatility	53		%
Risk-free interest rate	2		%
Simulation term (in years)	7

Schedule of Stock-based Compensation Expense

We classified stock-based compensation expense in the accompanying condensed consolidated statements of operations and comprehensive loss as follows (in thousands): 

	Three Months Ended March 31,
	2022		2021
Cost of revenue	$	3,404	$	1,108
Research and development	11,174		6,325
Sales and marketing	15,220		7,045
General and administrative	15,364		9,961
Total	$	45,162	$	24,439

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Leases (Tables)

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Lease Costs

The following lease costs were included in our condensed consolidated statements of operations and comprehensive loss as follows (in thousands):

	Three Months Ended March 31,
	2022		2021
Operating lease cost	$	6,228	$	3,876
Short-term lease cost	144		25
Variable lease cost	1,232		1,153
Total lease cost	$	7,604	$	5,054

Supplemental Information

The table below presents supplemental balance sheet information related to operating leases:

	As of
	March 31, 2022		December 31, 2021
Weighted-average remaining lease term (in years)	5.0		5.3
Weighted-average discount rate	4.52	%	4.57	%

Undiscounted Cash Flows for Operating Lease Liabilities

The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the operating lease liabilities recorded on the condensed consolidated balance sheet as of March 31, 2022 (in thousands):

	Operating Leases (2)
Remainder of 2022	$	17,941
2023	22,195
2024	19,927
2025	19,065
2026	15,886
2027	7,825
Thereafter	4,093
Total minimum lease payments	106,932
Less imputed interest	(11,669)
Present value of future minimum lease payments	95,263
Less current obligations under leases (1)	(19,603)
Long-term lease obligations	$	75,660

(1) Included in accrued expenses and other current liabilities in our condensed consolidated balance sheets.

(2) Excludes expected sublease income of approximately $5.1 million over the next five years.

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Income Taxes (Tables)

3 Months Ended

Mar. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Provision for Income Taxes and Effective Tax Rates

The following table presents details of the provision for income taxes and our effective tax rates (in thousands, except percentages):

	Three Months Ended March 31,
	2022			2021
Provision for income taxes	$	1,488		$	993
Effective tax rate	(1.4)		%	(2.5)		%

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Basic and Diluted Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Schedule of Net Income Per Share

The following table presents the computation of net loss per share (in thousands, except per share amounts):

	Three Months Ended March 31,
	2022		2021
Numerator:
Net loss attributable to common stockholders	$	(105,567)	$	(40,656)
Denominator:
Weighted-average shares used to compute net loss per share     attributable to common stockholders, basic	67,826		66,932
Effect of dilutive securities:
Convertible senior notes	—		—
Employee stock awards	—		—
Weighted-average shares used to compute net loss per share     attributable to common stockholders, diluted	67,826		66,932
Net loss per share attributable to common stockholders, basic	$	(1.56)	$	(0.61)
Net loss per share attributable to common stockholders, diluted	$	(1.56)	$	(0.61)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following weighted-average equivalent shares of common stock, excluding the impact of the treasury stock and if-converted methods, were excluded from the diluted net loss per share calculation because their inclusion would have been anti-dilutive (in thousands):

	Three Months Ended March 31,
	2022	2021
Stock awards (1)	7,018	4,197
Convertible senior notes	6,136	6,136
Total shares excluded from net loss per share	13,154	10,333

(1) The table above does not include 861,985 PRSUs because, as of March 31, 2022, the performance criteria had not yet been met for these contingently-issuable shares.

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Significant Accounting Policies (Detail) $ in Thousands		3 Months Ended
	Jan. 01, 2022 USD ($)	Mar. 31, 2022 USD ($) Segment	Mar. 31, 2021	Dec. 31, 2021 USD ($)
Number of operating segments | Segment		1
Accounting Standards Update [Extensible List]			Accounting Standards Update 2020-06
Accumulated deficit		$ (230,227)		$ (190,429)
Additional paid in capital		(466,318)		(598,710)
Property and equipment, net		72,124		71,270
Convertible senior notes, current		(84,247)		(77,400)
Convertible senior notes, noncurrent		$ (790,729)		$ (686,016)
Cumulative Effect, Period of Adoption, Adjustment
Accounting Standards Update [Extensible List]	Accounting Standards Update 2020-06
Accounting Standards Update 2020-06 | Cumulative Effect, Period of Adoption, Adjustment
Accumulated deficit	$ (65,800)
Additional paid in capital	177,000
Property and equipment, net	(400)
Convertible senior notes, current	(6,800)
Convertible senior notes, noncurrent	$ (104,000)

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Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Total revenue	$ 157,941	$ 118,759
United States
Disaggregation of Revenue [Line Items]
Total revenue	110,033	77,237
International
Disaggregation of Revenue [Line Items]
Total revenue	$ 47,908	$ 41,522
United Kingdom | Revenue from contract with customer | Geographic concentration risk
Disaggregation of Revenue [Line Items]
Concentration risk, percentage		13.10%

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Revenue - Contract Assets and Contract Liabilities (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Contract With Customer, Contract Assets and Contract Liabilities [Line Items]
Contract assets, impairment	$ 0	$ 0
Deferred revenue	176,604,000		$ 208,154,000
Revenue recognized related to amounts that were included in deferred revenue	83,200,000	$ 51,800,000
Prepaid expenses and other current assets
Contract With Customer, Contract Assets and Contract Liabilities [Line Items]
Contract assets, current	21,700,000		22,000,000
Other noncurrent assets
Contract With Customer, Contract Assets and Contract Liabilities [Line Items]
Contract assets, noncurrent	31,900,000		20,500,000
Contract with Customer, Liability, Current
Contract With Customer, Contract Assets and Contract Liabilities [Line Items]
Deferred revenue	176,600,000		208,200,000
Other Noncurrent Liabilities
Contract With Customer, Contract Assets and Contract Liabilities [Line Items]
Deferred revenue	$ 3,600,000		$ 2,700,000
Minimum
Contract With Customer, Contract Assets and Contract Liabilities [Line Items]
Transferred to receivables period	12 months
Maximum
Contract With Customer, Contract Assets and Contract Liabilities [Line Items]
Transferred to receivables period	24 months

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Revenue - Assets Recognized from Costs to Obtain Contracts with Customers (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Jan. 01, 2022
Change in Capitalized Contract Costs [Roll Forward]
Beginning balance	$ 69,817,000	$ 51,186,000
Additional deferred commissions	10,968,000	9,101,000
Amortization of deferred commissions	(13,028,000)	(9,558,000)
Effects of foreign currency translation	(286,000)	(102,000)
Ending balance	67,471,000	50,627,000
Capitalized contract cost, net	67,471,000	50,627,000
Amortization of deferred commissions	13,028,000	9,558,000
Capitalized contract cost, net, current	30,800,000	25,200,000
Impairments of assets related to deferred contract costs	0	$ 0
Class A common stock
Change in Capitalized Contract Costs [Roll Forward]
Amortization of deferred commissions	(200,000)
Capitalized contract cost, net			$ 6,300,000
Amortization of deferred commissions	$ 200,000

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Revenue - Remaining Performance Obligation (Details) $ in Millions	Mar. 31, 2022 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, amount	$ 445.2
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, amount	$ 412.0
Remaining performance obligation, period	24 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, period

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Business Combinations - Additional Information (Detail) - USD ($) $ in Thousands				3 Months Ended	12 Months Ended
	Feb. 07, 2022	Oct. 21, 2021	Oct. 06, 2021	Mar. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill				$ 398,921	$ 57,415
Completed technology
Business Acquisition [Line Items]
Amortization period				6 years 3 months 18 days	5 years 1 month 6 days
Trifacta Inc.
Business Acquisition [Line Items]
Business combination acquired percentage	100.00%
Business combination, consideration payable	$ 403,100
Equity incentive awards based on continued employment	$ 75,000
Equity incentive awards service period	36 months
Cash consideration held back for customary indemnification matters amount	$ 9,200
Business combination, recognized identifiable assets acquired and liabilities assumed, finite-lived intangibles	51,000
Goodwill	341,287
Trifacta Inc. | General and administrative
Business Acquisition [Line Items]
Business acquisition, transaction costs	11,300
Acquisition related costs				$ 7,800
Trifacta Inc. | Completed technology
Business Acquisition [Line Items]
Business combination, recognized identifiable assets acquired and liabilities assumed, finite-lived intangibles	$ 48,500
Trifacta Inc. | Completed technology | Level 3 | Measurement Input, Discount Rate
Business Acquisition [Line Items]
Business combination, measurement input, discount rate	0.165
Hyper Anna Pty. Ltd.
Business Acquisition [Line Items]
Business combination acquired percentage			100.00%
Equity incentive awards based on continued employment			$ 16,800
Equity incentive awards service period			36 months
Cash paid to acquire business			$ 24,900
Aggregate consideration payable in exchange for outstanding equity interest			24,900
Goodwill			10,500
Business combination, recognized identifiable assets acquired and liabilities assumed, net, excluding intangible assets			3,800
Hyper Anna Pty. Ltd. | Completed technology
Business Acquisition [Line Items]
Business combination, recognized identifiable assets acquired and liabilities assumed, finite-lived intangibles			$ 10,600
Amortization period			7 years
Hyper Anna Pty. Ltd. | Completed technology | Level 3 | Measurement Input, Discount Rate
Business Acquisition [Line Items]
Business combination, measurement input, discount rate			0.29
Hyper Anna Pty. Ltd. | 24 Month Period
Business Acquisition [Line Items]
Cash consideration held back for customary indemnification matters amount			$ 3,000
Cash consideration held back for customary indemnification matters period			24 months
Hyper Anna Pty. Ltd. | 36 Month Period
Business Acquisition [Line Items]
Cash consideration held back for customary indemnification matters amount			$ 2,000
Cash consideration held back for customary indemnification matters period			36 months
Lore IO, Inc.
Business Acquisition [Line Items]
Business combination acquired percentage		100.00%
Equity incentive awards based on continued employment		$ 11,100
Equity incentive awards service period		36 months
Cash paid to acquire business		$ 10,000
Aggregate consideration payable in exchange for outstanding equity interest		10,000
Goodwill		$ 10,000

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Business Combinations - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Feb. 07, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill	$ 398,921		$ 57,415
Trifacta Inc.
Business Acquisition [Line Items]
Cash and cash equivalents		$ 13,360
Accounts receivable, net		6,916
Other current and non-current assets		9,715
Goodwill		341,287
Intangible assets, net		51,000
Accounts payable, accrued expenses and other current and non-current liabilities		(10,798)
Deferred revenue		(8,351)
Net assets acquired		$ 403,129

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Business Combinations - Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination (Details) - Trifacta Inc. $ in Thousands	Feb. 07, 2022 USD ($)
Business Acquisition [Line Items]
Business combination, recognized identifiable assets acquired and liabilities assumed, finite-lived intangibles	$ 51,000
Completed technology
Business Acquisition [Line Items]
Business combination, recognized identifiable assets acquired and liabilities assumed, finite-lived intangibles	$ 48,500
Acquired finite-lived intangible assets, useful life	7 years
Customer relationships
Business Acquisition [Line Items]
Business combination, recognized identifiable assets acquired and liabilities assumed, finite-lived intangibles	$ 1,000
Acquired finite-lived intangible assets, useful life	3 years
Trade names
Business Acquisition [Line Items]
Business combination, recognized identifiable assets acquired and liabilities assumed, finite-lived intangibles	$ 1,500
Acquired finite-lived intangible assets, useful life	3 years

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Fair Value Measurements - Summary of Cash and Cash Equivalents and Investments' Costs, Gross Unrealized Gains (Losses), and Fair Value by Major Security Type Recorded as Cash and Cash Equivalents or Short-Term or Long-Term Investments (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents	$ 147,138	$ 152,375
Short-term Investments	311,236	506,874
Long-term Investments	139,889	343,213
Fair Value, Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents	147,138	152,375
Gross unrealized gains (losses)	(3,965)	(1,814)
Cash and cash equivalents and investment, cost	601,478	1,004,276
Cash and cash equivalents and investments, fair value	597,513	1,002,462
Short-term Investments	311,236	506,874
Long-term Investments	139,139	343,213
Fair Value, Measurements, Recurring | Cash
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents	66,068	68,579
Cash and cash equivalents, fair value	66,068	68,579
Fair Value, Measurements, Recurring | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents	26,596	15,382
Cash and cash equivalents, fair value	26,596	15,382
Fair Value, Measurements, Recurring | Level 1 | Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents	26,596	15,382
Cash and cash equivalents, fair value	26,596	15,382
Fair Value, Measurements, Recurring | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents	54,474	68,414
Investments, cost	508,814	920,315
Gross unrealized gains (losses)	(3,965)	(1,814)
Investments, fair value	504,849	918,501
Short-term Investments	311,236	506,874
Long-term Investments	139,139	343,213
Fair Value, Measurements, Recurring | Level 2 | Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents	45,978	68,414
Investments, cost	167,867	308,250
Gross unrealized gains (losses)	(255)	(97)
Investments, fair value	167,612	308,153
Short-term Investments	121,634	239,739
Long-term Investments	0	0
Fair Value, Measurements, Recurring | Level 2 | Certificates of deposit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents	0	0
Investments, cost	3,500	3,500
Gross unrealized gains (losses)	(49)	(3)
Investments, fair value	3,451	3,497
Short-term Investments	3,451	0
Long-term Investments	0	3,497
Fair Value, Measurements, Recurring | Level 2 | U.S. Treasury and agency bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents	8,496	0
Investments, cost	268,589	459,960
Gross unrealized gains (losses)	(2,924)	(1,264)
Investments, fair value	265,665	458,696
Short-term Investments	138,370	189,243
Long-term Investments	118,799	269,453
Fair Value, Measurements, Recurring | Level 2 | Corporate bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents	0	0
Investments, cost	68,858	148,605
Gross unrealized gains (losses)	(737)	(450)
Investments, fair value	68,121	148,155
Short-term Investments	47,781	77,892
Long-term Investments	20,340	70,263
Fair Value, Measurements, Recurring | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents	0	0
Investments, cost	0	0
Gross unrealized gains (losses)	0	0
Investments, fair value	0	0
Short-term Investments	0	0
Long-term Investments	$ 0	$ 0

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Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Fair Value Disclosures [Line Items]
Gross unrealized losses	$ 4.0
Fair value of convertible senior notes	$ 864.9	$ 857.3
Minimum
Fair Value Disclosures [Line Items]
Long-term investments maturity period	1 year
Maximum
Fair Value Disclosures [Line Items]
Long-term investments maturity period	2 years

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Allowance for Doubtful Accounts and Sales Reserves (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Accounts Receivable Reserve
Beginning Balance	$ 3,546	$ 3,114
Provision	319	371
Recoveries	(94)	(359)
Charge-offs	(196)	(148)
Ending Balance	3,575	2,978
Contract Asset Reserve
Beginning Balance	1,479	2,438
Provision	131	574
Recoveries	(25)	(64)
Charge-offs	(8)	(8)
Ending Balance	$ 1,577	$ 2,940

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Goodwill and Intangible Assets - Schedule of Change in Carrying Amount of Goodwill (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Goodwill [Roll Forward]
Goodwill as of December 31, 2021	$ 57,415
Goodwill recorded in connection with acquisition	341,287
Effects of foreign currency translation	219
Goodwill as of March 31, 2022	$ 398,921

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Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 85,236	$ 33,894
Accumulated Amortization	(14,599)	(12,157)
Net Carrying Value	$ 70,637	$ 21,737
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Remaining Weighted-Average Useful Life in Years	2 years 10 months 24 days	3 years 1 month 6 days
Gross Carrying Value	$ 2,605	$ 1,557
Accumulated Amortization	(961)	(862)
Net Carrying Value	$ 1,644	$ 695
Completed technology
Finite-Lived Intangible Assets [Line Items]
Remaining Weighted-Average Useful Life in Years	6 years 3 months 18 days	5 years 1 month 6 days
Gross Carrying Value	$ 81,131	$ 32,337
Accumulated Amortization	(13,614)	(11,295)
Net Carrying Value	$ 67,517	$ 21,042
Trade names
Finite-Lived Intangible Assets [Line Items]
Remaining Weighted-Average Useful Life in Years	2 years 10 months 24 days
Gross Carrying Value	$ 1,500
Accumulated Amortization	(24)
Net Carrying Value	$ 1,476

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Goodwill and Intangible Assets - Schedule of Intangible Asset Amortization Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 2,407	$ 1,140
Cost of revenue
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	2,312	1,082
Sales and marketing
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 95	$ 58

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Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets Estimated Remaining Amortization Expense (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2022	$ 10,709
2023	11,924
2024	11,274
2025	9,937
2026	9,462
Thereafter	17,331
Net Carrying Value	$ 70,637	$ 21,737

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Convertible Senior Notes - Summary of Debt (Details) - Convertible senior notes	1 Months Ended	2 Months Ended
	Aug. 31, 2019 USD ($) $ / shares	Jun. 30, 2018 USD ($) $ / shares	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Convertible senior note due 2023, 0.5%
Debt Instrument [Line Items]
Original Principal (including over-allotment)		$ 230,000,000.0	$ 84,748,000	$ 84,748,000
Coupon Interest Rate		0.50%
Effective Interest Rate		1.01%
Conversion Rate		0.0225572
Initial Conversion Price (in usd per share) | $ / shares		$ 44.33
Principal		$ 230,000,000.0	84,748,000	84,748,000
Less: debt discount and issuance costs, net of amortization			(501,000)	(7,348,000)
Net carrying amount			84,247,000	77,400,000
Equity, net of issuance costs			0	46,473,000
Unamortized discount				(6,700,000)
Convertible senior note due 2023, 0.5% | Previously Reported
Debt Instrument [Line Items]
Effective Interest Rate		7.00%
Convertible senior note due 2024, 0.50%
Debt Instrument [Line Items]
Original Principal (including over-allotment)	$ 400,000,000		400,000,000	400,000,000
Coupon Interest Rate	0.50%
Effective Interest Rate	0.93%
Conversion Rate	0.0052809
Initial Conversion Price (in usd per share) | $ / shares	$ 189.36
Principal	$ 400,000,000		400,000,000	400,000,000
Less: debt discount and issuance costs, net of amortization			(3,979,000)	(42,941,000)
Net carrying amount			396,021,000	357,059,000
Equity, net of issuance costs			0	69,749,000
Unamortized discount				(38,600,000)
Convertible senior note due 2024, 0.50% | Previously Reported
Debt Instrument [Line Items]
Effective Interest Rate	4.96%
Convertible senior note due 2026, 1.0%
Debt Instrument [Line Items]
Original Principal (including over-allotment)	$ 400,000,000		400,000,000	400,000,000
Coupon Interest Rate	1.00%
Effective Interest Rate	1.32%
Conversion Rate	0.0052809
Initial Conversion Price (in usd per share) | $ / shares	$ 189.36
Principal	$ 400,000,000		400,000,000	400,000,000
Less: debt discount and issuance costs, net of amortization			(5,292,000)	(71,043,000)
Net carrying amount			394,708,000	328,957,000
Equity, net of issuance costs			$ 0	93,380,000
Unamortized discount				$ (65,500,000)
Convertible senior note due 2026, 1.0% | Previously Reported
Debt Instrument [Line Items]
Effective Interest Rate	5.41%

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Convertible Senior Notes - Additional Information (Details)	1 Months Ended		3 Months Ended
	Aug. 31, 2019 USD ($) $ / option shares	Jun. 30, 2018 USD ($) $ / option	Mar. 31, 2022 USD ($) d	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Capped calls, cost	$ 87,400,000	$ 19,100,000
Capped calls, deferred tax asset	$ 20,900,000	$ 4,600,000
Price risk derivative
Debt Instrument [Line Items]
Capped calls, initial strike price (in dollars per share) | $ / option	189.36	44.33
Capped calls, cap price (in dollars per share) | $ / option	315.60	62.22
Class A common stock
Debt Instrument [Line Items]
Capped calls, retirement of common stock (in shares) | shares	285,466
Debt instrument, conversion, option two | Class A common stock
Debt Instrument [Line Items]
Convertible debt, converted instrument, shares issued (in shares) | shares	2,200,000
Convertible senior notes | Convertible senior note due 2023, 0.5%
Debt Instrument [Line Items]
Principal		$ 230,000,000.0	$ 84,748,000	$ 84,748,000
Coupon interest rate		0.50%
If-converted value in excess of principal			$ 52,000,000
Convertible senior notes | Convertible senior note due 2023, 0.5% | Debt instrument, conversion, option one
Debt Instrument [Line Items]
Convertible debt, threshold trading days | d			20
Convertible debt, threshold consecutive trading days | d			30
Convertible debt, threshold percentage of stock price trigger			130.00%
Convertible debt, converted instrument, original amount	$ 145,200,000
Debt extinguishment with interest	145,400,000
Convertible senior notes | Convertible Senior Notes due 2023, Over-Allotment Option, 0.5%
Debt Instrument [Line Items]
Principal		$ 30,000,000
Convertible senior notes | Convertible senior note due 2024, 0.50%
Debt Instrument [Line Items]
Principal	$ 400,000,000		$ 400,000,000	400,000,000
Coupon interest rate	0.50%
Convertible senior notes | Convertible senior note due 2026, 1.0%
Debt Instrument [Line Items]
Principal	$ 400,000,000		$ 400,000,000	$ 400,000,000
Coupon interest rate	1.00%
Convertible senior notes | Convertible senior notes due 2024, over-allotment option, 0.5%
Debt Instrument [Line Items]
Principal	$ 50,000,000
Convertible senior notes | Convertible senior notes due 2026, over-allotment option, 1.0%
Debt Instrument [Line Items]
Principal	$ 50,000,000
Convertible senior notes | Convertible senior notes due 2023, 2024, 2026 | Debt instrument, conversion, option one
Debt Instrument [Line Items]
Convertible debt, threshold trading days | d			20
Convertible debt, threshold consecutive trading days | d			30
Convertible debt, threshold percentage of stock price trigger			130.00%
Convertible senior notes | Convertible senior notes due 2023, 2024, 2026 | Debt instrument, conversion, option two
Debt Instrument [Line Items]
Convertible debt, threshold trading days | d			5
Convertible debt, threshold consecutive trading days | d			5
Convertible debt, threshold percentage of stock price trigger			98.00%

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Convertible Senior Notes - Summary of Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Debt Instrument [Line Items]
Amortization of debt discount and issuance costs	$ 780	$ 7,992
Amortization expense related to equity component		7,200
Convertible senior notes | Convertible senior notes
Debt Instrument [Line Items]
Contractual interest expense	1,606	1,606
Amortization of debt discount and issuance costs	780	7,992
Total	$ 2,386	$ 9,598

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Convertible Senior Notes - Schedule of Contractual Obligations and Contractual Interest (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Debt Disclosure [Abstract]
Remainder of 2022	$ 3,424
2023	90,960
2024	406,000
2025	4,000
2026	404,000
Total principal and related contractual interest	$ 908,384

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Equity Awards - Schedule of Stock Option Activity (Details) shares in Thousands	3 Months Ended
	Mar. 31, 2022 $ / shares shares
Options Outstanding
Options outstanding, beginning balance (in shares) | shares	2,008
Granted (in shares) | shares	0
Exercised (in shares) | shares	(69)
Canceled/forfeited (in shares) | shares	(28)
Options outstanding, ending balance (in shares) | shares	1,911
Weighted- Average Exercise Price
Weighted-average exercise price, beginning balance (in dollars per share) | $ / shares	$ 65.05
Weighted-average exercise price, granted (in dollars per share) | $ / shares	0
Weighted-average exercise price, exercised (in dollars per share) | $ / shares	11.05
Weighted-average exercise price, canceled/forfeited (in dollars per share) | $ / shares	112.34
Weighted-average exercise price, ending balance (in dollars per share) | $ / shares	$ 66.31

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Equity Awards - Additional Information (Details) shares in Thousands, $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($) tranche d shares
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost related to unvested stock options	$ 21.3
Weighted-average period, expected to be recognized	1 year 7 months 6 days
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average period, expected to be recognized	2 years 6 months
Granted (in shares) | shares	7,266
Equity incentive awards service period	2 years
Equity incentive awards market performance period	7 years
Number of tranches | tranche	6
Convertible debt, threshold trading days | d	60
Unrecognized compensation expense, related to unvested RSUs	$ 524.0
Restricted stock units | Valuation Technique, Monte Carlo Simulation
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate grant date fair value	$ 109.7
Restricted stock units | Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares) | shares	3,000
Aggregate grant date fair value	$ 5.3

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Equity Awards - Schedule of RSU Activity (Details) - Restricted stock units shares in Thousands	3 Months Ended
	Mar. 31, 2022 $ / shares shares
Awards Outstanding (1)
Beginning balance (in shares) | shares	3,693
Granted (in shares) | shares	7,266
Vested (in shares) | shares	(664)
Canceled/forfeited (in shares) | shares	(254)
Ending balance (in shares) | shares	10,041
Weighted- Average Grant Date Fair Value (1)
Beginning balance (in dollars per share) | $ / shares	$ 85.64
Granted (in dollars per share) | $ / shares	48.40
Vested (in dollars per share) | $ / shares	79.68
Canceled/forfeited (in dollars per share) | $ / shares	79.02
Ending balance (in dollars per share) | $ / shares	$ 59.25

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Equity Awards - Schedule of Valuation Assumptions (Details) - Restricted stock units	3 Months Ended
	Mar. 31, 2022 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Underlying stock price at valuation date (in dollars per share)	$ 54.24
Estimated volatility	53.00%
Risk-free interest rate	2.00%
Simulation term (in years)	7 years

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Equity Awards - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 45,162	$ 24,439
Cost of revenue
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	3,404	1,108
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	11,174	6,325
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	15,220	7,045
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 15,364	$ 9,961

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Leases - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Lessee, Lease, Description [Line Items]
Operating lease right-of-use assets	$ 94,343	$ 102,681
Corporate headquarters
Lessee, Lease, Description [Line Items]
Long-lived assets carrying value	11,600
Operating lease right-of-use assets	6,100
Tangible asset impairment charges	$ 2,100

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Leases - Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Leases [Abstract]
Operating lease cost	$ 6,228	$ 3,876
Short-term lease cost	144	25
Variable lease cost	1,232	1,153
Total lease cost	$ 7,604	$ 5,054

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Leases - Supplemental Information (Details)	Mar. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Weighted-average remaining lease term (in years)	5 years	5 years 3 months 18 days
Weighted-average discount rate	4.52%	4.57%

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Leases - Undiscounted Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Remainder of 2022	$ 17,941
2023	22,195
2024	19,927
2025	19,065
2026	15,886
2027	7,825
Thereafter	4,093
Total minimum lease payments	106,932
Less imputed interest	(11,669)
Present value of future minimum lease payments	95,263
Less current obligations under leases	(19,603)
Operating lease liabilities	$ 75,660	$ 78,784
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Accrued expenses and other current liabilities
Sublease income	$ 5,100

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Contingencies (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Indemnification
Commitments And Contingencies [Line Items]
Loss contingency accrual	$ 0	$ 0

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Income Taxes - Schedule of Provision for Income Taxes and Effective Tax Rates (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Provision for income taxes	$ 1,488	$ 993
Effective tax rate	(1.40%)	(2.50%)

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Basic and Diluted Net Loss Per Share - Schedule of Computation of Net Loss per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Numerator:
Net loss attributable to common stockholders	$ (105,567)	$ (40,656)
Denominator:
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders, basic (in shares)	67,826	66,932
Convertible senior notes (in shares)	0	0
Employee stock awards (in shares)	0	0
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders, diluted (in shares)	67,826	66,932
Net income (loss) per share attributable to common stockholders, basic (in dollars per share)	$ (1.56)	$ (0.61)
Net income (loss) per share attributable to common stockholders, diluted (in dollars per share)	$ (1.56)	$ (0.61)

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Basic and Diluted Net Loss Per Share - Weighted-average Equivalent Shares Excluded From Diluted Net Loss per Share Calculation (Details) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities excluded from calculation of earnings per share (in shares)	13,154,000	10,333,000
Stock awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities excluded from calculation of earnings per share (in shares)	7,018,000	4,197,000
Convertible senior notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities excluded from calculation of earnings per share (in shares)	6,136,000	6,136,000
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities excluded from calculation of earnings per share (in shares)	861,985