SMARTSHEET INC (Form: S-1, Received: 03/26/2018 12:03:16)

As filed with the U.S. Securities and Exchange Commission on March 26, 2018

Registration No. 333‑

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S‑1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Smartsheet Inc.

(Exact name of Registrant as specified in its charter)



Washington	7372	20-2954357
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

10500 NE 8th Street, Suite 1300

Bellevue, WA 98004

(844) 324-2360

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Mark P. Mader

President and Chief Executive Officer

Smartsheet Inc.

10500 NE 8th Street, Suite 1300

Bellevue, WA 98004

(844) 324-2360

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:



Alan C. Smith James D. Evans Katherine K. Duncan Fenwick & West LLP 1191 Second Avenue, Floor 10 Seattle, WA 98101 (206) 389-4510	Jennifer E. Ceran Chief Financial Officer Smartsheet Inc. 10500 NE 8th Street, Suite 1300 Bellevue, WA 98004 (844) 324-2360	Michael Nordtvedt Jeana S. Kim Patrick J. Schultheis Wilson Sonsini Goodrich & Rosati Professional Corporation 701 Fifth Avenue, Suite 5100 Seattle, WA 98104 (206) 883-2500

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, or Securities Act, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post‑effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post‑effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. (Check one):



Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	þ (Do not check if a smaller reporting company)	Smaller reporting company	¨
		Emerging growth company	þ

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 to Section 7(a)(2)(B) of the Securities Act. ¨

CALCULATION OF REGISTRATION FEE



Title of Securities to be Registered	Proposed Maximum Aggregate Offering Price ⁽¹⁾⁽²⁾	Amount of Registration Fee
Class A common stock, no par value per share.	$100,000,000	$12,450


(1)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act.


(2)	Includes the aggregate offering price of additional shares that the underwriters have the option to purchase to cover over-allotments, if any.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. Neither we nor the selling shareholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and neither we nor the selling shareholders are soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)

Issued , 2018

CLASS A COMMON STOCK

Smartsheet Inc. is offering shares of its Class A common stock and the selling shareholders are offering shares of Class A common stock. We will not receive any proceeds from the sale of shares by the selling shareholders. This is our initial public offering and no public market currently exists for our shares of Class A common stock. We anticipate that the initial public offering price will be between $ and $ per share.

Following this offering, we will have two classes of authorized common stock, Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock will be identical, except with regards to voting and conversion. Each share of Class A common stock will be entitled to one vote per share. Each share of Class B common stock will be entitled to 10 votes per share and will be convertible into one share of Class A common stock. Outstanding shares of Class B common stock will represent approximately % of the voting power of our outstanding capital stock immediately following the closing of this offering, and outstanding shares of Class B common stock held by our directors, executive officers, and 5% shareholders, and their respective affiliates, will represent approximately % of the voting power of our outstanding capital stock immediately following the closing of this offering.

We have applied to list our Class A common stock on the New York Stock Exchange under the symbol “SMAR.”

We are an “emerging growth company” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings. Investing in our Class A common stock involves risks. See the section titled “Risk Factors” beginning on page 17.

PRICE $ A SHARE



	Price to Public	Underwriting Discounts and Commissions ⁽¹⁾	Proceeds to Smartsheet	Proceeds to Selling Shareholders
Per share	$	$	$	$
Total	$	$	$	$

__________________

⁽¹⁾ See the section titled “Underwriters” for a description of the compensation payable to the underwriters.

We have granted the underwriters the right to purchase up to an additional shares of our Class A common stock to cover over-allotments, if any.

The Securities and Exchange Commission and state regulators have not approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of Class A common stock to purchasers on or about , 2018.



MORGAN STANLEY	J.P. MORGAN	JEFFERIES	RBC CAPITAL MARKETS
CANACCORD GENUITY	WILLIAM BLAIR		SUNTRUST ROBINSON HUMPHREY

, 2018

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TABLE OF CONTENTS



	Page		Page
Prospectus Summary	1	Executive Compensation	114
Risk Factors	17	Certain Relationships and Related-Party Transactions	127
Special Note Regarding Forward-Looking Statements	43	Principal and Selling Shareholders	129
Market and Industry Data	45	Description of Capital Stock	132
Use of Proceeds	46	Shares Eligible For Future Sale	139
Dividend Policy	47	Material U.S. Federal Tax Consequences to Non-U.S. Holders of Our Class A Common Stock	141
Capitalization	48	Underwriters	145
Dilution	50	Legal Matters	154
Selected Consolidated Financial and Other Data	53	Experts	155
Management’s Discussion and Analysis of Financial Condition and Results of Operations	56	Where You Can Find Additional Information	156
Business	83	Index to Financial Statements	F-1
Management	106

You should rely only on the information contained in this document and any free writing prospectus prepared by or on behalf of us and delivered or made available to you. Neither we, the selling shareholders, nor any of the underwriters have authorized anyone to provide you with additional information or information that is different from or to make any representations other than those contained in this prospectus or in any free-writing prospectus prepared by or on behalf of us to which we may have referred you in connection with this offering. Neither we, the selling shareholders, nor any of the underwriters take any responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. We and the selling shareholders are offering to sell, and seeking offers to buy, shares of our Class A common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our Class A common stock. Our business, financial condition, results of operations, and future growth prospects may have changed since that date.

Through and including , 2018 (the 25th day after the date of this prospectus), U.S. federal securities laws may require all dealers that effect transactions in our Class A common stock, whether or not participating in this offering, to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

For investors outside the United States, neither we, the selling shareholders, nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus and any such free writing prospectus outside the United States.

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PROSPECTUS SUMMARY

This summary highlights information contained in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all of the information you should consider in making your investment decision. You should read the entire prospectus carefully before making an investment in our Class A common stock. You should carefully consider, among other things, our consolidated financial statements and related notes and the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. Our fiscal year ends on January 31.

SMARTSHEET INC.

We enable teams to get work done fast and efficiently. We are a leading cloud-based platform for work execution, enabling teams and organizations to plan, capture, manage, automate, and report on work at scale, resulting in more efficient processes and better business outcomes. As of January 31, 2018, over 92,000 customers, including more than 74,000 domain-based customers, 90 companies in the Fortune 100, and two-thirds of the companies in the Fortune 500, relied on Smartsheet to implement, manage, and automate processes across a broad array of departments and use cases. Our customers rapidly expand their use of Smartsheet because it is effective. They achieve higher productivity and faster time to market. A commissioned report by Forrester Research, Inc., or Forrester, demonstrated that organizations using Smartsheet could achieve a return on investment of over 480% over a three-year period. ⁽¹⁾

The nature of work has changed. The growing volume and variety of information has complicated the process for executing work across teams that are increasingly multidisciplinary and geographically distributed. According to Gartner, Inc., approximately 60% of work today is unstructured. ⁽²⁾ Unstructured or dynamic work is work that has historically been managed using a combination of email, spreadsheets, whiteboards, phone calls, and in-person meetings to communicate with team members and complete projects and processes. It is frequently changing, often ad-hoc, and highly reactive to new information. Rigid applications, such as ticketing, enterprise resource planning, or ERP, or customer relationship management, or CRM, systems are poorly suited to manage unstructured work. For nearly 30 years, organizations have primarily relied on lightweight tools to manage dynamic or unstructured work. Reliance on these tools limits visibility and accountability, creates information silos that slow decision-making, and results in delays, errors, and suboptimal outcomes.

Business users need technology solutions they can configure and modify on their own. Today, many systems within an enterprise require IT to implement and manage them. Even tools that focus on the business user require some coding knowledge to incorporate business logic for workflows, integrate data from third-party systems, and adapt to changing business needs. Yet there were only 21 million developers worldwide in 2016 according to Evans Data Corporation. With an estimated 865 million knowledge workers worldwide according to Forrester, ⁽³⁾ tools that require even minimal coding knowledge are not accessible to the vast majority of knowledge workers.

Smartsheet was founded in 2005 with a vision to build a universal application for work management that does not require coding capabilities. Our platform serves as a single source of truth across work processes and fosters accountability and engagement within teams, leading to more efficient decision-making and better business outcomes. Our platform provides a number of solutions that eliminate the obstacles to capturing information, including a familiar and intuitive spreadsheet interface as well as easily customizable forms. Our reporting and automation capabilities further improve speed by reducing time spent on administration and repetitive work. We make it easy for teams to apply business logic to automate repetitive actions using an extensive list of conditions. Business users, with little or no training, can configure and modify our platform to customize workflows to suit their needs. Our familiar and intuitive user interface and functionality allows users to realize the benefits of our platform without changing the behaviors developed using everyday productivity tools.


¹	Forrester Research, Inc., The Total Economic Impact of Smartsheet , September 2017.


²	Gartner, Inc., Effortless Visibility Is Key to Managing Empowered Workers Without Losing Control , March 30, 2017.


³	Forrester Research, Inc., Info Workers Will Erase The Boundary Between Enterprise And Consumer Technologies, August 30, 2012.

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r eport on deliverables, prioritize actions, and provide consistency in processes. Smartsheet is adaptable to manage virtually any type of work. Our customers use Smartsheet for over 2,000 documented use cases, including software migration planning, vendor and contract management, brand launches, compliance reporting, event planning, customer onboarding, budget approvals, patent application processing, talent acquisition, benefit and retirement tracking, sales enablement, pipeline management, sales operations, commissions calculations, marketing programs management, investor relations tracking, and website management, among others.

Examples of how some of our customers use Smartsheet include:


•	Cisco uses Smartsheet to oversee a $300 million annual spend on programs and technology, produce events, manage infrastructure projects, support service engagements, orchestrate marketing campaigns, and manage sale execution, creating transparency across groups and allowing for more informed decision-making by leadership.


•	Starbucks uses Smartsheet to seamlessly disseminate important and time-sensitive product and business updates across thousands of stores.


•	MOD Pizza built a standardized system in Smartsheet to manage and organize the company’s rapid growth, ensuring consistency and repeatability for 100 new store openings.


•	Weyerhaeuser uses Smartsheet to provide account executives with accurate, real-time insights into the status of accounts, simplify tracking and measurement of sales, and provide sales-related materials and information, helping to drive more efficient sales processes.


•	Cypress Grove uses Smartsheet to control quality of dairy deliveries, schedule feeding and breeding, manage business and financial goals, and coordinate construction projects and preventative maintenance, helping to ensure timely distribution of products nationwide.


•	South Water Signs uses Smartsheet to schedule shifts of workers, process permit applications and approvals, prioritize new client requests, schedule installations, and collaborate on art samples with clients, streamlining the process of coordinating signage projects nationwide.

We have over 92,000 customers, including more than 74,000 domain-based customers, 90 companies in the Fortune 100, and two-thirds of the companies in the Fortune 500. Our customers typically begin using our platform for a single initiative or project. Over time, as users realize the benefits of improved execution, adoption of our platform expands across an organization through new use cases and teams. Our platform is designed to serve the 865 million knowledge workers ⁽⁴⁾ who have historically relied on a combination of manual, email- and spreadsheet-based processes to manage work.

We deliver our cloud-based software platform through a subscription model. We have an unassisted sales model for self-service adoption through our website. We employ an efficient inside sales team that utilizes machine learning and lead scoring to respond to and convert other interested users within new and existing organizations. We also have a targeted field sales team dedicated to expanding our presence within existing enterprise relationships where we have identified significant opportunity for growth and have developed reseller relationships to more efficiently reach international markets. This blended go-to-market model allows us to serve a larger, diverse user base without incurring excessive costs. The breadth of solutions we offer reflects our users’ desire to purchase and use our platform in a way that most closely aligns with their needs and level of adoption.

We have achieved significant growth in recent periods. For the years ended January 31, 2017 and 2018, our total revenue was $67.0 million and $111.3 million , respectively, representing period-over-period total revenue growth of 66% . For the years ended January 31, 2017 and 2018, our net loss was $15.2 million and $49.1 million , respectively. For the years ended January 31, 2017 and 2018, cash provided by (used in) operations was $0.1 million and ( $13.6 ) million, respectively.


⁴	See note 3 above.

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Industry Background

Digital disruption continues to raise the standards for organizations to compete effectively

To remain competitive, organizations must constantly innovate to differentiate themselves in increasingly crowded and fast-moving markets. Organizations are focused on greater productivity, faster time to market, new product innovation, and better customer experiences. Organizations must digitally transform to empower teams and organizations to drive work execution without being gated by resource-constrained IT departments, skill gaps, inefficient processes, and information silos that keep organizations slow and inflexible.

The nature of work is changing

The increasing volume and variety of information has inundated teams and organizations, which have finite time and resources, with more work to process. Teams, which have collective experiences and knowledge, are increasingly relied upon to interpret data and make decisions on behalf of organizations. While there are many benefits to collaboration, it has also created interdependencies that slow decision-making and create inefficiencies in how organizations plan, capture, manage, automate, and report on work. Workers are suffering from information overload, constant distractions, limited filters for relevancy, and few ways to measure progress.

Existing business tools have significant limitations when applied to work execution

Spreadsheets, email, meetings, calls

Knowledge workers still rely on manual processes to manage more than 60% of their work, ⁽⁵⁾ using a combination of spreadsheets, email, in-person meetings, calls, and written notes. Reliance on these manual tools limits visibility and accountability while creating errors and information silos that slow decision-making and result in suboptimal outcomes. Time spent administering these processes prevents employees and managers from spending time on more strategic initiatives. The inadequacies of these tools to manage work include:


•	lack of accountability with no clear assignment of responsibility or deadlines;


•	limited access controls or tracking functionality;


•	required manual transfer of data between systems;


•	significant time spent manually preparing reports;


•	lack of automation for updates, notifications, and approvals; and


•	inconsistent data input resulting in re-work and miscommunication.

Employees are forcing processes into tools that were not designed to manage work execution at scale. This mismatch of needs and solutions results in frustrated and less efficient teams. The productivity and economic costs associated with inefficient processes include:


•	61% of work time is spent reading and answering email, searching for and gathering information, communicating and collaborating internally according to the McKinsey Global Institute; ⁽⁶⁾ and


•	$575 billion per year is wasted on inefficient processes in the United States alone. ⁽⁷⁾


⁵	McKinsey Global Institute, The social economy: Unlocking value and productivity through social technologies, July 2012.


⁶	See note 5 above.


⁷	Dave Wright, 3 Automation Initiatives to Boost Corporate Productivity , April 25, 2016, www.enterpriseappstoday.com/management-software/3-automation-initiatives-to-boost-corporate-productivity.html (last accessed Mach 23, 2018).

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Communications and document creation tools

Messaging and video-conferencing solutions, cloud storage applications, document creation tools, and content sharing applications have been introduced to help organizations increase connectivity and alignment among d istributed teams by reducing friction in creating, communicating, and sharing information. While these solutions improve some aspects of collaboration, they are not designed to orchestrate workflows.

Workflow management and team collaboration solutions

Existing workflow management solutions help organizations with process automation that is most easily applied to the 40% of work that is structured, and are built, configured, and managed primarily by IT and developers. This severely reduces the applicability of these applications for the majority of business use cases. Many of these solutions do not extend to collaborators outside of an organization, further limiting their utility.

Reliance on IT and “citizen developers” to develop or customize applications is not viable

Business users rely on IT personnel and “citizen developers” who can code and manage complex administration tools to build and configure applications for their specific needs. However, the cost, time to develop, and rigidity of these solutions makes them ill-suited to support most business use cases. IT departments are also narrowing the scope of their objectives, focusing on the largest initiatives and reducing the number of department-level requests that they process. Many business applications used in organizations target the business user, yet they often require IT assistance or coding knowledge to configure and modify.

Business users are becoming significant buyers of business applications

Business users are seeking technology solutions to rapidly adapt to their changing business needs and are increasingly becoming significant buyers of business applications. Self-service adoption models have made it easy for employees and line of business owners to find and purchase the applications of their choice through the web while remaining in compliance with IT policy.

Organizations need scalable work execution solutions to compete

Organizations and teams need solutions with the following characteristics to facilitate team and employee productivity:


•	single solution providing unified planning, capturing, managing, automating, and reporting capabilities across a broad range of use cases;


•	automated application of business logic to repetitive elements of workflows and task accountability;


•	real-time, consistent insight into actionable data among internal users and external collaborators;


•	easy to deploy, configure, use, and modify by employees who lack coding ability;


•	integrated with other systems, collaboration tools, and applications;


•	enterprise-grade security capabilities to support data protection and compliance; and


•	scalable to meet the needs of organizations of any size.

Our Platform

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and manage their work using projects, grids, cards, and calendars, and users can easily toggle between views to support their team’s preferred way of working. We offer capabilities and functionality to enable teams to accelerate execution while maintaining the flexibility to apply our platform to thousands of documented use cases.

Benefits of Our Platform

Automation across the organization saves time and minimizes manual processing

We enable users to organize their unstructured work and apply business logic to automate actions that shorten work execution timelines without the need to write code. Team members collaborating on a process can easily develop granular rule sets to ensure actions, such as deadline notifications, status updates, and approval requests, are timely, relevant, and impactful.

Real-time visibility drives more informed, faster decision-making

Our platform is designed to provide a single source of truth for all stakeholders. We break down information silos across teams and provide real-time visibility into the status of work. This visibility ensures clear ownership of actions and outcomes, leading to stronger engagement and faster time to completion. Line of business managers benefit from visibility into progress against goals, allowing them to react quickly to real-time information and enabling faster and more informed decision-making.

Ease of use enables broad adoption

Users can begin using Smartsheet within minutes and configure our platform for their needs with limited or no training. Because no coding or IT involvement is required to configure our platform, we can serve the entire 865 million knowledge worker population, ⁽⁸⁾ including the vast majority without coding capabilities. As of January 31, 2018, we had over 650,000 paying users and approximately 3.0 million additional free users called collaborators, who can engage and interact with our platform. While we do not monitor these numbers on a regular basis, we have made significant gains in the number of users over time and we believe that these metrics illustrate that there remains a significant opportunity to further penetrate the knowledge worker population. Our familiar and intuitive user interface and functionality allows users to realize the benefits of our platform without changing the behaviors developed using lightweight productivity tools. Teams and organizations buy into our platform because the productivity benefits derived through visibility and accountability are provided to all stakeholders. All team members can access the latest project information from a single location to act quickly and effectively. The entire team benefits from keeping all stakeholders informed and accountable without manual effort.

Multiple levels of integration to garner the most benefit from Smartsheet and other systems

We enable business users to engage with our platform through systems they currently use. Through our third-party Connectors, we extend the reach and consistency of data from systems, including those offered by Salesforce, Atlassian, and ServiceNow. We also integrate our platform into popular document and communication applications from Google, Microsoft, Dropbox, Box and others. In addition, we offer extensible application programming interfaces, or APIs, that enable a broad ecosystem of partners and customers to integrate directly into our platform, increasing the value of existing custom-built applications and improving the experience for our users.

Enterprise features and functionality for scalable adoption within businesses

We provide the scalability, compliance, and security needed to operate reliably for the more than 92,000 customers, including over 74,000 domain-based customers, that we serve. Our platform provides consistent program execution, enabling teams and organizations to administer programs with management, visibility, and reporting at scale. We also provide user management and compliance features that enable organizations to control user access and audit activity within our platform. We provide enterprise-grade security controls and data governance to enable customer compliance with applicable privacy regulations.


⁸	See note 3 above.

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Our Market Opportunity

Our work management platform serves both the collaborative applications and project and portfolio management applications markets. In 2017, International Data Corporation, or IDC, estimated these two markets would be a combined $21.4 billion market opportunity in 2017, and grow to $31.6 billion in 2021.

Competitive Strengths

Focus on business users

We empower non-technical business users and teams to elevate how they manage and share dynamic work. From planning, data capture, managing, automating, and reporting on work at scale with both internal and external teams, we help organizations to be more productive, execute faster, and spend more time doing and delivering versus talking about work. Many software companies build tools for the 21 million developers worldwide in 2016, or those who are technically-adept “citizen developers.” We believe that the “easy to use” software and “flexible platforms” targeted at non-technical business users and teams consistently overestimate the amount of complexity or change in behavior a business user is willing to take on to achieve an outcome. Customers tell us they are looking for solutions to elevate their performance quickly and simply, versus building applications and having to reach out to IT for help at every turn. Smartsheet empowers business users with no coding skills to rapidly implement and automate workflows on their own.

Single platform with broad capabilities

We offer a single platform to manage and execute work end-to-end. Traditional productivity tools can address part of a use case and, while it may be possible to stitch together a document, a workflow tool, and a reporting platform to solve for a particular use case, this approach is more complex, and often results in brittle solutions. Our customers tell us that one of the things they value most about Smartsheet is how easy it is to configure, get started, and adjust as necessary. We serve organizations of all sizes, supporting thousands of customer use cases across a wide range of industries. Over time this enables customers to consolidate dynamic work management on a single platform instead of using a collection of point solutions or purpose-built applications. We continuously innovate and add new capabilities to support additional customer use cases. The feedback and demand signal we receive from the more than 3.6 million users on our platform provides us a competitive advantage in defining our product roadmap and delivering differentiating capabilities to our customers.

While the value we provide as a standalone platform is significant, customers can derive even more value when Smartsheet is used in conjunction with leading cloud platforms. For example, our integrations with Microsoft Office 365 and Google G Suite complement and enhance the utility of those products for executing collaborative work. We also integrate with a variety of other enterprise applications, including those from Salesforce, Atlassian, ServiceNow, Tableau, Dropbox, and Box. Complementing and enhancing the value of adjacent solutions through workflow integration and two-way data synchronization makes it easy for customers to incorporate Smartsheet into existing work patterns.

Viral growth within organizations

Our platform drives viral adoption by our customers. After the initial use by a team or department, we frequently expand to other users and departments as they realize the benefits of our platform. Many of these new users start out as free collaborators, and then become paying subscribers as they realize the benefits of Smartsheet. With increased adoption of Smartsheet across an organization, the strategic value of our platform grows as we provide broader visibility into the status of work, enabling better decision-making at all levels. This strategic relevance is demonstrated by our 130% dollar-based net retention rate for the trailing 12 months ended January 31, 2018. This rate climbs to 149% for customers with an annualized contract value, or ACV, of $5,000 or more, indicating that as usage of Smartsheet grows, our customers are finding more ways to derive value from our platform.

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Demonstrated impact to organizations

Our customers realize the benefit of our platform through improved visibility, agility, and speed in getting work done. According to a September 2017 commissioned Forrester report, using Smartsheet accelerates organizations’ time-to-market and improves their overall productivity by approximately 15%. These efficiency gains enable organizations to ultimately deliver faster and better results to their customers. In the same September 2017 report, Forrester states that business leaders save an average of 300 hours per year by spending less time requesting status updates, sorting through emails, and hosting internal meetings before they make decisions. Customers realize the benefit of Smartsheet quickly, achieving payback of their initial investment in approximately six months. These efficiency gains increase as more users and teams adopt our platform. Based on the net present value of revenue impact and cost savings observed by Forrester, our customers achieve an estimated return on investment of over 480% by the third anniversary of deployment. ⁽⁹⁾

Efficient go-to-market strategy

We have achieved significant growth with a prudent approach to customer acquisition. Our go-to-market strategy consists of unassisted self-service adoption through our website, an efficient inside sales team, and a newly established reseller channel. More recently, we have added a targeted, strategic sales team to expand our presence within enterprises where we see significant opportunity. Having generated more than 100,000 new trials in each of the last 12 months, and with approximately 3.0 million free collaborators today, our self-service adoption model is fueled by a large and growing number of users. Free trial users and collaborators are able to upgrade to a paid plan without the assistance of our sales force. Our assisted sales model relies on machine learning and lead scoring to identify users based on their likelihood to purchase our platform. By analyzing user behavior and self-reported customer objectives, we are able to improve the allocation of our inside and strategic sales teams in targeting appropriate expansion and new customer opportunities. In addition, our customer success team drives expansion by working with our customers to increase use cases and develop custom solutions working in conjunction with our professional services team. We have accelerated adoption and driven retention within our largest customers as evidenced by customers with an ACV of $50,000 or more of annual spend growing at three times the rate of our other customers.

Our Growth Strategies

Our goal is to make our platform accessible for every organization, team, and worker relying on collaborative work to achieve successful outcomes. We plan to pursue this goal with the following strategies.

Attract more customers to Smartsheet

With over 865 million knowledge workers globally, ⁽¹⁰⁾ we believe there is significant opportunity to grow our user base. We will continue to invest in our unassisted sales model, direct sales force, brand, product, and partner marketing to continue to land new customers and increase enterprise adoption. In addition, we will continue to grow our professional services function and develop new and enhanced premium solutions like our Connectors and Control Center to help land larger accounts and increase the scale of our deployments with customers.

Expand within our existing customer base

Our customers frequently increase their use of our platform as they realize the value they derive from adopting Smartsheet. As a result, we are working with customers to help them define new use cases within existing deployments, and expand usage of Smartsheet to additional teams in their organizations that would benefit from our platform. We are focused on converting our approximately 3.0 million free collaborators to paid users, accelerating the growth of our premium solutions including our Connectors and Control Center , and expanding the use of our platform with the help of our professional services and customer success teams.

⁹ See note 1 above.

¹⁰ See note 3 above.

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Expand internationally

We believe that there is significant opportunity to acquire new customers internationally. Our platform is available in eight languages. By expanding our direct and indirect sales force focused outside of the United States, establishing international sales territories, and partnering with strategic resellers, we plan to grow our international sales.

Make additional investments in partnerships and integrations

To help drive adoption of Smartsheet and deliver value to our customers, we offer extensive embedded functionality at no cost to complement and enhance the use of the most common productivity tools from providers such as Microsoft, Google, Box, and Dropbox. We offer powerful out-of-the-box Connectors with Salesforce, Atlassian, and ServiceNow that we sell for an additional fee on top of our user-based pricing model. We will continue to invest in these integrations, develop new partnerships, and enhance our architecture to support a wider range of Connectors to increase the value, awareness, and adoption of our platform.

Expand product features and functionality

We have made, and will continue to make, significant investments in research and development to bolster our existing technology and enhance usability to improve our customers’ productivity. Many of the high-value solutions that we are developing are intended to be packaged and priced separately from our core user subscriptions.

Pursue selective strategic tuck-in acquisitions

We plan to pursue strategic acquisitions that we believe will be complementary to our existing offering, enhance our technology, and increase the value proposition we deliver to our customers.

Corporate Culture

We believe our culture is critical to our success. Our culture is rooted in six values, which are:

HONEST — Be truthful and do what is right.

AUTHENTIC — Be real and challenge directly.

DRIVEN — Operate with urgency and focus on results.

INNOVATIVE — Develop new ideas and think creatively.

SUPPORTIVE — Be kind and help each other succeed.

EFFECTIVE — Deliver quality.

In living these six values, our employees have built an environment of ownership, purpose, responsibility, and compassion. This, in turn, benefits our customers, users, partners and shareholders, and provides a strong foundation for collaboration, teamwork and decision-making. The impact of our culture is demonstrated by our high level of employee retention, our success recruiting top talent, an overall Glassdoor employee rating of 4.4 out of 5.0, a recommend to a friend rating of 92%, and a CEO approval rating of 100% as of January 31, 2018.

As of January 31, 2018, we had a total of 787 employees, of which 784 were full-time employees and 648 were located at our headquarters in Bellevue, Washington.

Selected Risks Associated with Our Business

Our business is subject to a number of risks and uncertainties, including those highlighted in the section titled “Risk Factors” immediately following this prospectus summary. Some of these risks are:


•	it is difficult to predict our future operating results;

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•	we have a history of cumulative losses and we may not achieve profitability in the foreseeable future;


•	the market in which we participate is highly competitive;


•	if our co-location data centers and computing infrastructure operated by third parties experience service outages, delays or disruptions, our business and operating results could be harmed;


•	if our security measures are breached or our customer data is compromised, customers may reduce or stop using our platform and we may incur significant liabilities;


•	we may be unable to attract new customers and expand sales to existing customers;


•	if we fail to manage our growth effectively, our business may be harmed;


•	our growth depends on being able to expand our sales force;


•	our quarterly operating results may fluctuate significantly and may not fully reflect the underlying performance of our business;


•	we derive substantially all of our revenue from a single offering; and


•	t he 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% shareholders, and their affiliates, which limits or precludes your ability to influence corporate matters.

Corporate Information

We were incorporated as Navigo Technologies, Inc. in Washington in June 2005. We changed our name to Smartsheet.com, Inc. in February 2006 and to Smartsheet Inc. in February 2017. Our principal executive offices are located at 10500 NE 8th Street, Suite 1300, Bellevue, Washington 98004. Our telephone number is (844) 324-2360 . Our website address is www.smartsheet.com . Any information contained on or accessed through our website is not incorporated into this prospectus, by reference or otherwise, and information found on our website should not be considered to be a part of this prospectus. Investors should not rely on any such information in deciding whether to purchase our Class A common stock.

Unless expressly set forth, or if the context indicates otherwise, the terms “Smartsheet,” “Company,” “we,” “us,” and “our,” as used in this prospectus, refer to Smartsheet Inc., a Washington corporation.

Smartsheet, the Smartsheet logo, and other registered or common law trade names, trademarks, or service marks of Smartsheet appearing in this prospectus are the property of Smartsheet. Trade names, trademarks, and service marks of other companies that are not owned by Smartsheet may appear in this prospectus. We do not intend any use or display of other companies’ trade names, trademarks, or service marks in this prospectus to imply a relationship with, or endorsement or sponsorship of Smartsheet by, these other companies. For convenience, use of our trade names, trademarks, or service marks in this prospectus appear without the ™ and ® symbols, but the failure to use any such trade names, trademarks, or service marks herein does not indicate, in any way, that we will not assert our rights, or the rights of the applicable licensor, to these trade names, trademarks, and service marks.

Emerging Growth Company

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable, in general, to public companies that are not emerging growth companies. These provisions include:


•	being permitted to present only two years of audited consolidated financial statements and only two years of related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus;

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•	not being required to comply with the auditor attestation requirement on the effectiveness of our internal control over financial reporting;


•	not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board;


•	reduced disclosure about our executive compensation arrangements; and


•	exemptions from the requirements to obtain a non-binding advisory vote on executive compensation and a shareholder approval of any golden parachute arrangements.

We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. Accordingly, the information contained in this prospectus may be different than the information you receive from other public companies in which you hold stock. We would cease to be an emerging growth company upon the earliest to occur of (1) the last day of the fiscal year in which we have total annual gross revenue of $1.07 billion or more; (2) the date we qualify as a “large accelerated filer,” under the rules of the SEC, which means the market value of our equity securities that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; (3) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years; and (4) January 31, 2024 (the last day of the fiscal year ending after the fifth anniversary of the completion of this offering).

In addition, the JOBS Act also provides that an emerging growth company can utilize extended transition periods for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies, unless the company otherwise irrevocably elects not to avail itself of this exemption. While we have not made such an irrevocable election, we have not delayed the adoption of any applicable accounting standards.

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THE OFFERING



Class A common stock offered by us	shares
Class A common stock offered by the selling shareholders	shares
Over-allotment option of Class A common stock offered by us	shares
Class A common stock to be outstanding after this offering	shares ( shares if the over-allotment option is exercised in full)
Class B common stock to be outstanding after this offering	shares
Total Class A common stock and Class B common stock to be outstanding after this offering	shares ( shares if the over-allotment option is exercised in full)
Use of proceeds	We estimate that we will receive net proceeds of approximately $ million (or approximately $ million if the underwriters exercise their over-allotment option in full), assuming an initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, after deducting the estimated underwriter discounts and commissions and estimated offering expenses. We will not receive any proceeds from the sale of shares of our Class A common stock by the selling shareholders. We intend to use the net proceeds that we receive from this offering for working capital and other general corporate purposes, including expanding our headcount and funding our growth strategies to scale with our business through sales and marketing activities, technology and product development, general and administrative matters, investing in hardware for our data center operations, international expansion, building out our office facilities, and other capital expenditures. We may also use a portion of the net proceeds that we receive to acquire or invest in third-party businesses, products, services, technologies or other assets. However, we do not have any definitive plans, agreements or commitments with respect to any acquisitions or investments at this time. See the section titled “Use of Proceeds” for additional information.

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Voting rights	Shares of Class A common stock are entitled to one vote per share. Shares of Class B common stock are entitled to 10 votes per share. Holders of our Class A common stock and Class B common stock will generally vote together as a single class, unless otherwise required by law or our amended and restated articles of incorporation. Following the completion of this offering, each share of our Class B common stock will be convertible into one share of our Class A common stock at any time and will convert automatically upon certain transfers and upon the earliest of (1) the date specified by a vote of the holders of not less than a majority of the outstanding shares of Class B common stock, (2) seven years from the effective date of this offering, and (3) the date the shares of Class B common stock cease to represent at least 15% of all outstanding shares of our common stock. The holders of our outstanding Class B common stock will hold % of the voting power of our outstanding capital stock following this offering, with our directors, executive officers, and 5% shareholders and their respective affiliates holding % in the aggregate. These holders will have the ability to control the outcome of matters submitted to our shareholders for approval, including the election of our directors and the approval of any change of control transaction. See the sections titled “Principal and Selling Shareholders” and “Description of Capital Stock” for additional information.
Risk factors	See the section titled “Risk Factors” beginning on page 17 and other information included in this prospectus for a discussion of factors that you should consider carefully before deciding to invest in our Class A common stock.
Proposed New York Stock Exchange ticker symbol	“SMAR”

The number of shares of our Class A common stock and Class B common stock to be outstanding after this offering is based upon no shares of our Class A common stock and 88,760,473 shares of our Class B common stock outstanding as of January 31, 2018 (prior to the automatic conversion of shares of our Class B common stock into an equivalent number of Class A common stock upon their sale by the selling shareholders in this offering), and excludes:


•	13,355,439 shares of our Class B common stock issuable upon the exercise of options outstanding as of January 31, 2018, with a weighted-average exercise price of $2.91 per share, of which 882,757 shares were issued upon the exercise of options between February 1, 2018 and March 20, 2018;


•	2,903,920 shares of our Class B common stock issuable upon the exercise of options that were granted between February 1, 2018 and March 20, 2018, with an exercise price of $9.53 per share;


•	130,000 shares of our Class B common stock issuable upon the vesting of restricted stock units outstanding as of January 31, 2018;

•

137,270 shares of our Class B common stock issuable upon the exercise of a warrant to purchase convertible preferred stock outstanding as of January 31, 2018, with an exercise price of $0.29139 per share, in connection with which shares of our Class B common stock will be issued upon its net exercise and automatically converted into an equivalent number of shares of Class A common stock upon their sale in this offering at the initial public offering price; and

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•

shares of our common stock reserved for future issuance under our share-based compensation plans, consisting of (1) 296,178 shares of our Class B common stock reserved for future issuance under our 2015 Equity Incentive Plan; (2) shares of our Class A common stock reserved for future issuance under our 2018 Equity Incentive Plan, which will become effective on the date immediately prior to the date of this prospectus; and (3) shares of our Class A common stock reserved for future issuance under our 2018 Employee Stock Purchase Plan, which will become effective on the date of this prospectus.

On the date immediately prior to the date of this prospectus, any remaining shares available for issuance under our 2015 Equity Incentive Plan will become reserved for future issuance as Class A common stock under our 2018 Equity Incentive Plan, and we will cease granting awards under our 2015 Equity Incentive Plan. Our 2018 Equity Incentive Plan and 2018 Employee Stock Purchase Plan also provide for automatic annual increases in the number of shares reserved thereunder. See the section titled “Executive Compensation—Employee Benefit Plans” for additional information.

Except as otherwise indicated, all information in this prospectus assumes:


•	the filing and effectiveness of our amended and restated articles of incorporation on , 2018 to redesignate our outstanding common stock as Class B common stock and create a new class of Class A common stock to be offered and sold in this offering;


•	the automatic conversion of all outstanding shares of our convertible preferred stock as of January 31, 2018 into an aggregate of 68,479,732 shares of our Class B common stock, which will occur upon the completion of this offering;


•	the filing and effectiveness of our amended and restated articles of incorporation and adoption of our amended and restated bylaws immediately prior to the completion of this offering;


•	the automatic conversion of shares of our Class B common stock (including shares issued upon the net exercise of warrants to purchase shares of our Class B common stock and sold in this offering) into an equivalent number of our Class A common stock upon their sale by the selling shareholders in this offering;


•	no exercise of outstanding options or warrants after January 31, 2018, except for shares of our Class B common stock to be issued upon the net exercise of warrants to purchase 137,270 shares of Class B common stock and the automatic conversion of those shares into an equivalent number of Class A common stock upon their sale in this offering at the initial public offering price; and


•	no exercise by the underwriters of their option to purchase up to an additional shares of our Class A common stock from us in this offering to cover over-allotments.

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SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

We have derived the following summary consolidated statements of operations data for the fiscal years ended January 31, 2016, 2017, and 2018 from our audited consolidated financial statements that are included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results that may be expected for any future period. You should read the following summary consolidated financial and other data in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, the accompanying notes and other financial information included elsewhere in this prospectus. Our fiscal year end is January 31 and references throughout this prospectus to a given fiscal year are to the 12 months ended on that date.



	Year Ended January 31,
	2016			2017			2018
	(in thousands, except per share data)
Consolidated Statements of Operations Data:
Revenue
Subscription	$	39,568		$	62,416		$	100,368
Professional services	1,183			4,548			10,885
Total revenue	40,751			66,964			111,253
Cost of revenue
Subscription ⁽¹⁾	6,961			10,117			13,008
Professional services ⁽¹⁾	1,636			4,016			8,674
Total cost of revenue	8,597			14,133			21,682
Gross profit	32,154			52,831			89,571
Operating expenses
Research and development ⁽¹⁾	12,900			19,640			37,590
Sales and marketing ⁽¹⁾	28,440			40,071			72,925
General and administrative ⁽¹⁾	5,163			8,275			28,034
Total operating expenses	46,503			67,986			138,549
Loss from operations	(14,349		)	(15,155		)	(48,978		)
Interest expense and other, net	—			(29		)	(435		)
Net loss before provision (benefit) for income taxes	(14,349		)	(15,184		)	(49,413		)
Provision (benefit) for income taxes	—			—			(307		)
Net loss	(14,349		)	(15,184		)	(49,106		)
Deemed dividend ⁽²⁾	—			—			(4,558		)
Net loss attributable to common shareholders	$	(14,349	)	$	(15,184	)	$	(53,664	)
Net loss per share attributable to common shareholders, basic and diluted ⁽³⁾	$	(1.03	)	$	(1.00	)	$	(2.94	)
Weighted-average shares outstanding used to compute net loss per share attributable to common shareholders, basic and diluted ⁽³⁾	13,877			15,241			18,273
Pro forma net loss per share attributable to common shareholders, basic and diluted ⁽³⁾							$	(0.62	)
Weighted-average shares used to compute pro forma net loss per share attributable to common shareholders, basic and diluted ⁽³⁾							84,868


(1)	Amounts include share-based compensation expense other than related to the 2017 Tender Offer (see footnote 2) as follows:

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	Year Ended January 31,
	2016		2017		2018
	(in thousands)
Cost of subscription revenue	$	23	$	35	$	43
Cost of professional services revenue	4		26		58
Research and development	235		452		905
Sales and marketing	1,348		428		1,124
General and administrative	69		193		864
Total share-based compensation expense	$	1,679	$	1,134	$	2,994

Amounts also include share-based compensation expense related to the 2017 Tender Offer (see footnote 2) as follows:



	Year Ended January 31,
	2016		2017		2018
	(in thousands)
Cost of subscription revenue	$	—	$	—	$	53
Cost of professional services revenue	—		—		9
Research and development	—		—		5,124
Sales and marketing	—		—		583
General and administrative	—		—		9,701
Total share-based compensation expense	$	—	$	—	$	15,470


(2)	See the section titled “Certain Relationships and Related-Party Transactions—2017 Tender Offer” for further information.


(3)	Please refer to Note 5 to our consolidated financial statements included elsewhere in this prospectus for an explanation of the calculations of our net loss per share attributable to common shareholders, basic and diluted, and pro forma net loss per share attributable to common shareholders, basic and diluted.



	As of January 31,
	Actual			Pro Forma ⁽¹⁾	Pro Forma As Adjusted ⁽²⁾⁽³⁾
	(in thousands)
Consolidated Balance Sheet Data:
Cash, cash equivalents, and short-term investments	$	58,158		$	$
Working capital	(1,234		)
Total assets	116,604
Deferred revenue, current and non-current	57,281
Convertible preferred stock warrant liability	1,272			—
Convertible preferred stock	112,687			—
Total shareholders’ equity (deficit)	(80,741		)	33,218

(1)

The pro forma column reflects (a) the redesignation of our outstanding common stock as Class B common stock on , 2018; (b) the automatic conversion of all outstanding shares of our convertible preferred stock as of January 31, 2018 into an aggregate of 68,479,732 shares of Class B common stock, which conversion will occur upon the completion of this offering; and (c) the reclassification of the convertible preferred stock warrant liability to additional paid-in capital, which conversion and reclassification will occur immediately prior to the completion of this offering, as if such conversion and reclassification had occurred on January 31, 2018.

(2)

The pro forma as adjusted column gives effect to (a) the pro forma adjustments set forth above; (b) the sale and issuance of shares of our Class A common stock offered by us in this offering, based upon an assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses; and (c) the automatic conversion of shares of our Class B common stock into an equivalent number of shares of our Class A common stock upon their sale by the selling shareholders in this offering.

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(3)

Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, our cash, cash equivalents and short-term investments, working capital, total assets, and total shareholders’ equity by approximately $ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions. Similarly, each increase or decrease of one million shares in the number of shares offered by us would increase or decrease, as applicable, our cash, cash equivalents and short-term investments, working capital, total assets, and total shareholders’ equity by approximately $ million, assuming that the assumed initial public offering price of $ , which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions.

Key Business Metrics

We monitor the following key business metrics to help us measure our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions .

Domain-based customers, defined as customers with a unique email domain name such as @cisco and @aramark , and average annualized contract values as of the periods presented were as follows:



	As of January 31,
	2016		2017		2018
Domain-based customers at period end	53,920		66,645		74,116
Average annualized contract value per domain-based customer	$	841	$	1,106	$	1,640

Our dollar-based net retention rates for all customers for the trailing 12 month periods were as follows:



	Trailing 12 Months Ended January 31,
	2016		2017		2018
Dollar-based net retention rate for all customers	113	%	122	%	130	%

For additional information about our key business metrics, please see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics.”

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RISK FACTORS

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks described below, as well as the other information in this prospectus, including our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding whether to invest in our Class A common stock. The occurrence of any of the events or developments described below could materially and adversely affect our business, financial condition, results of operations, and growth prospects. In such an event, the market price of our Class A common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently believe are not material may also impair our business, financial condition, results of operations, and growth prospects.

Risks Related to Our Business and Industry

It is difficult to predict our future operating results.

Our ability to accurately forecast our future operating results is limited and subject to a number of uncertainties, including planning for and modeling future growth. We have encountered, and will continue to encounter, 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 our business, are incorrect or change due to industry or market developments, or if we do not address these risks successfully, our operating results could differ materially from our expectations and our business could suffer.

We have a history of cumulative losses and we cannot assure you that we will achieve profitability in the foreseeable future.

We have incurred losses in each period since we incorporated in 2005. We incurred net losses of $14.3 million in the year ended January 31, 2016, $15.2 million in the year ended January 31, 2017, and $49.1 million in the year ended January 31, 2018. As of January 31, 2018, we had an accumulated deficit of $106.6 million . These losses and accumulated deficit reflect the substantial investments we made to develop our platform and acquire new customers. We expect our operating expenses to increase in the future due to anticipated increases in sales and marketing expenses, research and development expenses, operations costs, and general and administrative costs, and therefore we expect our losses to continue for the foreseeable future. Furthermore, to the extent we are successful in increasing our customer base, we will also incur increased losses due to upfront costs associated with acquiring new customers, particularly as a result of the nature of subscription revenue, which is generally recognized ratably over the term of the subscription period. You should not consider our recent revenue growth as indicative of our future performance. Our revenue growth could slow or our revenue could decline for a number of reasons, including slowing demand for our subscription solutions or professional services, reduced conversion from our free trial users to paid users, increasing competition, or our failure to capitalize on growth opportunities. Accordingly, we cannot assure you that we will achieve profitability in the foreseeable future, nor that, if we do become profitable, we will sustain profitability.

The market in which we participate is highly competitive, and if we do not compete effectively, our operating results could be harmed.

The market for collaborative work management platforms is fragmented, increasingly competitive, and subject to rapidly changing technology and evolving standards. Our competitors range in size from diversified global companies with significant research and development and marketing resources to smaller upstarts building on new technology platforms whose narrower offerings may allow them to be more efficient in deploying technical, marketing, and financial resources.

Certain of our features compete with current or potential products and services offered by Asana, Atlassian, Planview, and Workfront. We also face competition from Google and Microsoft, who offer a range of productivity solutions including spreadsheets and email that users have traditionally used for work management. While we currently collaborate with Microsoft and Google, they may develop and introduce products that directly or indirectly compete with our platform. As we look to sell access to our platform to potential customers with existing internal

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solutions, we must convince their internal stakeholders that our platform is superior to the solutions that the organization has previously adopted and deployed. With the introduction of new technologies and market entrants, we expect competition to continue to intensify in the future.

Many of our current and potential competitors, particularly large software companies, have longer operating histories, greater name recognition, more established customer bases, and significantly greater financial, operating, technical, marketing, and other resources than we do. As a result, our competitors may be able to leverage their relationships with distribution partners and customers based on other products or incorporate functionality into existing products to gain business in a manner that discourages users from purchasing our platform, including by selling at zero or negative margins or using product bundling. Further, our competitors may respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, or customer requirements. We could lose customers if our competitors introduce new collaborative work management products, add new features to their current product offerings, acquire competitive products, reduce prices, form strategic alliances with other companies, or are acquired by third parties with greater available resources. We may also face increasing competition if our competitors provide software and intellectual property for free. If our competitors’ products or services become more accepted than our platform, if they are successful in bringing their products or services to market sooner than ours, if their pricing is more competitive, or if their products or services are more technologically capable than ours, then our business, results of operations and financial condition may be harmed.

We depend on our co-location data centers and computing infrastructure operated by third parties and any service outages, delays or disruptions in these operations could harm our business and operating results.

We host our platform and serve our customers primarily from leased co-location data centers located in Chicago, Illinois, and Ashburn, Virginia and through public cloud service providers. While we control and have access to our servers and the components of our network that are located in our leased co-location data centers, we do not control the operation of these facilities. Public cloud service providers run their own platforms that we access, and we are, therefore, vulnerable to service interruptions, delays and outages. Our co-location data centers and public cloud service providers may experience events such as natural disasters, fires, power loss, telecommunications failures, and similar events. Our co-location data centers or those of our public cloud providers may also be subject to human or software errors, viruses, security attacks (internal and external), fraud, spikes in customer usage, denial of service issues, break-ins, sabotage, intentional acts of vandalism, malware, phishing attacks, acts of terrorism, and other misconduct. Further, we have experienced in the past, and expect that in the future we may experience, interruptions, delays and outages in service and availability from time to time with our public cloud service providers due to a variety of factors, including Internet connectivity failures, infrastructure changes, human or software errors, website hosting disruptions, and capacity constraints.

We may also be affected by problems relating to our co-location data center providers, such as financial difficulties and bankruptcy. In some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable period of time. The occurrence of any such events or other unanticipated problems at these co-location data centers or with our public cloud service providers could result in lengthy interruptions, delays, and outages in our service or cause us to not comply with customer needs or our business requirements.

Further, the owners of our co-location data center facilities have no obligation to renew their agreements with us on commercially reasonable terms, or at all. If we are unable to renew these agreements with these providers on commercially reasonable terms, if our agreements with these providers are prematurely terminated for any reason, or if one of our co-location data center operators is acquired or ceases business, we may be required to transfer our servers and other infrastructure to new data center facilities, and we may incur significant costs and possible service interruption in connection with doing so.

Any errors, defects, disruptions or other performance problems with our platform could harm our reputation and may damage our customers’ businesses. Interruptions in our platform’s operation might reduce our revenue, cause us to issue credits to customers, subject us to potential liability, cause customers to terminate their subscriptions, harm our renewal rates, and affect our reputation. Any of these events could harm our business and operating results.

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If our security measures are breached or unauthorized access to customer data or our data is otherwise obtained, our platform may be perceived as not being secure, customers may reduce or stop using our platform and we may incur significant liabilities.

Our services involve the storage, transmission, and processing of our customers’ sensitive and proprietary information, including business strategies, financial and operational data, personal or identifying information, and other related data. As a result, unauthorized access or use of this data could result in the loss, compromise, corruption, or destruction of our or our customers’ sensitive and proprietary information and lead to litigation, regulatory investigations and claims, indemnity obligations, and other liabilities. While we have security measures in place designed to protect the integrity of customer information and prevent data loss, misappropriation, and other security breaches and incidents, our platform is subject to ongoing threats. We have been subject to phishing attacks in the past, and may be subject to cyber-attacks, phishing attacks, malicious software programs, and other attacks in the future. These attacks may come from individual hackers, criminal groups, and state-sponsored organizations. In addition to these threats, the security, integrity, and availability of our and our customers’ data could be compromised by employee negligence, error or malfeasance, and product defects. If any of these threats circumvented our or our service providers’ security measures, they could result in unauthorized access to, misuse, disclosure, loss or destruction of our customers’ or our data, including sensitive and personal information, or could otherwise disrupt our or our customers’ business operations, which could lead to litigation, damage to our reputation, and could cause us to incur significant liabilities, including fines, penalties and other damages. Even the perception of inadequate security may damage our reputation and negatively impact our ability to win new customers and retain existing customers. Further, we could be required to expend significant capital and other resources to address any data security incident or breach.

We engage third-party vendors and service providers to store and otherwise process some of our and our customers’ data, including sensitive and personal information. Our vendors and service providers may also be the targets of cyberattacks, malicious software, phishing schemes, and fraud. Our ability to monitor our vendors and service providers’ data security is limited, and, in any event, third parties may be able to circumvent those security measures, resulting in the unauthorized access to, misuse, disclosure, loss, or destruction of our and our customers’ data, including sensitive and personal information.

Techniques used to sabotage or obtain unauthorized access to systems or networks are constantly evolving and, in some instances, are not identified until launched against a target. We and our service providers may be unable to anticipate these techniques, react in a timely manner, or implement adequate preventative measures.

Further, we cannot assure that any limitations of liability provisions in our customer and user agreements or other contracts would be enforceable or adequate, or would otherwise protect us from any liabilities or damages with respect to any particular claim relating to a security breach or other security-related matter. We also cannot be sure that our existing insurance coverage will continue to be available on acceptable terms or will be available in sufficient amounts to cover claims related to a security incident or breach, or that the insurer will not deny coverage as to any future claim. The successful assertion of claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, including our financial condition, operating results, and reputation.

If we are unable to attract new customers and expand sales to existing customers, our growth could be slower than we expect and our business may be harmed.

Our future 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 predict customer demands and attract new customers. This may be particularly challenging where an organization is reluctant to try a cloud-based collaborative work management platform or has already invested significantly in an existing solution. If we fail to predict customer demands or attract new customers and maintain and expand those customer relationships, our revenue and business may be harmed.

Our future growth also depends upon expanding sales of our platform to, and renewing subscriptions with, existing customers and their organizations. In order for us to improve our operating results, it is important that our

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existing customers use our platform across their organization through new use cases and teams and purchase more subscriptions to our platform and our other premium solutions such as Connectors and Control Center. If our existing customers do not expand their use of our platform through their organization and purchase additional subscriptions or premium solutions, our revenue may grow more slowly than expected, may not grow at all, or may decline.

Additionally, increasing upsell to enterprise customers requires increasingly sophisticated and costly sales efforts targeted at senior management. There can be no assurance that our efforts would result in increased sales to existing customers or upsells, and additional revenue. If our efforts to upsell to our customers are not successful, our business would suffer. Moreover, many of our subscriptions are sold for a one-year term. While many of our subscriptions provide for automatic renewal, our customers have no obligation to renew their subscription after the expiration of the term and we cannot assure you that our customers will renew subscriptions with a similar contract period or the same or greater number of users. Our customers’ renewal rates may decline or fluctuate as a result of a number of factors, including their satisfaction or dissatisfaction with our platform or services, our pricing or pricing structure, the pricing or capabilities of the products and services offered by our competitors, the effects of economic conditions, or reductions in our customers’ spending levels. If our customers do not renew their agreements with us, or renew on terms less favorable to us, our revenue may decline.

We have recently experienced rapid growth and expect our growth to continue. If we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service and operational controls, or adequately address competitive challenges.

We have recently experienced a period of rapid growth in our employee headcount and operations. For example, we grew from 274 employees to 787 employees from January 31, 2016 to January 31, 2018. Further, we opened our Boston office in 2017, our first office outside of our headquarters in Bellevue, Washington, which has grown to over 100 employees. In addition, we have recently hired new senior members of management. We anticipate that we will continue to expand our operations and employee headcount in the near term. This growth has made our operations more complex and has placed, and future growth will place, a significant strain on our management, administrative, operational, and financial infrastructure. Our success will depend in part on our ability to manage this growth and complexity effectively. To manage the expected growth of our operations and personnel, we will need to continue to improve our operational, financial, and management controls and our reporting systems and procedures. Failure to effectively manage growth or complexity could result in difficulties growing and maintaining our customer base, cost increases, inefficient and ineffective responses to customer needs, delays in developing and deploying new features, integrations or services, or other operational difficulties. Any of these difficulties could harm our business and operating results.

Our growth depends on being able to expand our sales force.

In order to increase our revenue and achieve profitability, we must increase the size of our sales force, both in the United States and internationally, to generate additional revenue from new and existing customers. We intend to further increase our number of sales personnel. We do not currently have dedicated sales personnel for international sales, and we may not be successful in expanding our sales and marketing operations outside of the United States.

We believe that there is significant competition for sales personnel with the skills and technical knowledge that we require. Our ability to achieve revenue growth will depend, in large part, on our success in recruiting, training, and retaining sufficient numbers of sales personnel to support our growth. New hires require significant training and may take considerable time before they achieve full productivity, particularly in new sales territories. Our recent hires and planned hires may not become productive as quickly as we expect, and we may be unable to hire or retain sufficient numbers of qualified individuals in the markets where we do business or plan to do business. In addition, as we continue to grow, a large percentage of our sales force may be new to our company and our platform, which may adversely affect our sales if we cannot train our sales force quickly or effectively. Attrition rates may increase and we may face integration challenges as we continue to seek to expand our sales force. If we are unable to hire and train sufficient numbers of effective sales personnel, or the sales personnel are not successful in obtaining new customers or increasing sales to our existing customer base, our business could be adversely affected.

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Our quarterly operating results may fluctuate significantly and may not fully reflect the underlying performance of our business.

Our quarterly operating results, including the levels of our revenue, billings, gross margin, profitability, cash flow, and deferred revenue, may vary significantly in the future, and period-to-period comparisons of our operating results may not be meaningful. Accordingly, the results of any one quarter should not be relied upon as an indication of future performance. Our quarterly operating results may fluctuate as a result of a variety of factors, many of which are outside of our control, and as a result, may not fully reflect the underlying performance of our business. Fluctuations in quarterly operating results may reduce the value of our Class A common stock. Factors that may cause fluctuations in our quarterly results include, but are not limited to:


•	our ability to attract new customers, including internationally;


•	the addition or loss of large customers, including through acquisitions or consolidations;


•	the mix of customers obtained through self-service on our website and sales-assisted channels;


•	customer renewal rates and the extent to which customers subscribe for additional users and products;


•	the timing and growth of our business, in particular through our hiring of new employees and international expansion;


•	our ability to hire, train, and maintain our sales force;


•	the length of the sales cycle;


•	the timing of recognition of revenue;


•	the amount and timing of operating expenses;


•	changes in our pricing policies or offerings or those of our competitors;


•	the timing and success of new product and service introductions by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation or new entrants among competitors, customers or strategic partners;


•	customers delaying purchasing decisions in anticipation of new products or product enhancements by us or our competitors or otherwise;


•	timing and effectiveness of new sales and marketing initiatives;


•	the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill from acquired companies;


•	network or service outages, Internet disruptions, security breaches or perceived security breaches, and the costs associated with responding to and addressing such failures or breaches;


•	changes in laws and regulations that affect our business, and any lawsuits or other proceedings involving us or our competitors;


•	changes in foreign currency exchange rates or adding additional currencies in which our sales are denominated; and


•	general economic, industry, and market conditions.

We derive substantially all of our revenue from a single offering.

We currently derive and expect to continue to derive substantially all of our revenue from our cloud-based collaborative work management platform. As such, the continued growth in market demand for our platform is

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critical to our continued success. Demand for our platform is affected by a number of factors, including continued market acceptance, the timing of development and release of competing products and services, price or product changes by us or by our competitors, technological change, growth or contraction in the markets we serve, and general economic conditions and trends. In addition, some current and potential customers, particularly large organizations, may develop or acquire their own internal collaborative work management tools or continue to rely on traditional tools that would reduce or eliminate the demand for our platform. If demand for our platform declines for any of these or other reasons, our business could be adversely affected.

As a substantial portion of our sales efforts are targeted at enterprise customers, our sales cycle may become longer and more expensive, we may encounter implementation and customization challenges, and we may have to delay revenue recognition for more complicated transactions, all of which could harm our business and operating results.

Our ability to in crease revenue and achieve and maintain profitability depends, in large part, on widespread acceptance of our platform by large businesses and other organizations. In addition, to achieve acceptance of our platform by enterprise customers, we will need to engage with senior management as well and not just gain acceptance of our platform from knowledge workers, who are often the initial adopters of our platform. As a result, sales efforts targeted at enterprise customers involve greater costs, longer sales cycles, greater competition, and less predictability in completing some of our sales. In the large enterprise market, the customer’s decision to use our platform and services can sometimes be an enterprise-wide decision, in which case, we will likely be required to provide greater levels of customer education to familiarize potential customers with the use and benefits of our platforms and services, as well as training and support. In addition, larger enterprises may demand more customization, integration and support services, and features. As a result of these factors, these sales opportunities may require us to devote greater sales support, research and development, customer support, and professional services resources to these customers, resulting in increased costs, lengthened sales cycle, and diversion of our own sales and professional services resources to a smaller number of larger customers. Moreover, these larger transactions may require us to delay revenue recognition on some of these transactions until the technical or implementation requirements have been met.

If our platform fails to perform properly, or if we are unable to scale our platform to meet the needs of our customers, our reputation could be harmed, our market share could decline and we could be subject to liability claims.

Our platform is inherently complex and may contain material defects or errors. Any defects in functionality or interruptions in the availability of our platform, as well as user error, could result in:


•	loss or delayed market acceptance and sales;


•	breach of contract or warranty claims;


•	issuance of sales credits or refunds for prepaid amounts related to unused subscription fees for our platform;


•	termination of subscription agreements and loss of customers;


•	diversion of development and customer service resources; and


•	harm to our reputation.

The costs incurred in correcting any material defects or errors might be substantial and could harm our operating results.

Because of the large amount of data that we collect and manage, it is possible that hardware failures, errors in our systems, user errors, or Internet outages could result in data loss or corruption that our customers regard as significant. Furthermore, the availability and performance of our platform and services could be diminished by a number of factors, including customers’ inability to access the Internet, the failure of our network or software systems, security breaches, or variability in user traffic for our platform. For instance, in December 2017,

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researchers identified significant CPU architecture vulnerabilities commonly known as “Spectre” and “Meltdown” that have required and continue to require us and providers of public cloud services to install software updates and patches to mitigate such vulnerabilities, sometimes causing servers to be offline or experience slowed performance. We may be required to issue credits or refunds for prepaid amounts related to unused fees or otherwise be liable to our customers for damages they may incur resulting from certain of these events. If a service provider fails to provide sufficient capacity to support our platform or otherwise experiences service failures, such failure could interrupt our customers’ access to our platform, damage their perception of our applications’ reliability, and reduce our revenue. In addition to potential liability, if we experience interruptions in the availability of our platform, our reputation could be harmed and we could lose customers.

Our errors and omissions insurance may be inadequate or may not be available in the future on acceptable terms, or at all. In addition, our policy may not cover all claims made against us and defending a suit, regardless of its merit, could be costly and divert management’s attention.

Furthermore, we will need to ensure that our platform can scale to meet the evolving needs of our customers, particularly as we continue to focus on larger enterprise customers. We regularly monitor and update our platform to fix errors, add functionality, and improve scaling. Our customers have occasionally experienced latency issues during peak usage periods. If we are not able to provide our platform at the scale required by our customers and correct any platform functionality defects, potential customers may not adopt our platform and existing customers may not renew their agreements with us.

If we fail to manage our technical operations infrastructure, or experience service outages, interruptions, or delays in the deployment of our platform, we may be subject to liabilities and operating results may be harmed.

We have experienced significant growth in the number of users, projects, and data that our operations infrastructure supports. We seek to maintain sufficient excess capacity in our operations infrastructure to meet the needs of all of our customers and collaborators, as well as our own needs, and to ensure that our platform is accessible within an acceptable load time. We also seek to maintain excess capacity to facilitate the rapid provision of new customer deployments and the expansion of existing customer deployments. In addition, we need to properly manage our technological operations infrastructure in order to support version control, changes in hardware and software parameters, and the evolution of our platform. However, the provision of new hosting infrastructure requires significant lead-time. If we do not accurately predict our infrastructure requirements, if our existing providers are unable to keep up with our needs for capacity, if they are unwilling or unable to allocate sufficient capacity to us, or if we are unable to contract with additional providers on commercially reasonable terms, our customers may experience service interruptions, delays, or outages that may subject us to financial penalties, cause us to issue credits to customers, or result in other liabilities and customer losses. If our operations infrastructure fails to scale, customers may experience delays as we seek to obtain additional capacity, which could damage our reputation and our business. We may also be required to move or transfer our and our customers’ data. Despite precautions taken during this process, any unsuccessful data transfers may impair the delivery of our service.

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

We believe that a critical component of our success has been our corporate culture. We have invested substantial time and resources in building our team. As we continue to grow, including geographically expanding our presence outside of the greater Seattle area, and developing the infrastructure associated with being a public company, we will need to maintain our corporate culture among a larger number of employees dispersed in various geographic regions. Any failure to preserve our culture could negatively affect our future success, including our ability to retain and recruit personnel and to effectively focus on and pursue our corporate objectives.

The loss of one or more of our key personnel, or our failure to attract, integrate, and retain other highly qualified personnel, could harm our business.

Our success depends largely upon the continued service of our senior management team, which provides leadership and contributions in the areas of product development, operations, security, marketing, sales, customer support, and general and administrative functions. From time to time, there may be changes in our senior

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management team resulting from the hiring or departure of executives, which could disrupt our business. Several members of our senior management team, including our Chief Financial Officer, Senior Vice President of Product, Senior Vice President of Worldwide Field Operations and General Counsel were hired between 2016 and 2018.

We do not have employment agreements other than offer letters with any employee, including our senior management team, and we do not maintain key person life insurance for any employee. The loss of one or more members of our senior management team, especially our Chief Executive Officer, Mark P. Mader, or other key employees may be disruptive to our business.

In addition, our growth strategy also depends on our ability to expand our organization with highly skilled personnel. Identifying, recruiting, training, and integrating qualified individuals will require significant time, expense, and attention. In addition to hiring new employees, we must continue to focus on retaining our best employees. Competition for highly skilled personnel is intense. We compete with many other companies for software developers with high levels of experience in designing, developing, and managing cloud-based software, as well as for skilled product development, marketing, sales, and operations professionals, and we may not be successful in attracting and retaining the professionals we need, particularly in the greater Seattle area, where our headquarters is located. We have, from time to time, experienced, and we expect to continue to experience, difficulty in hiring and retaining employees with appropriate qualifications. In addition, certain domestic immigration laws restrict or limit our ability to recruit internationally. Any changes to U.S. immigration policies that restrain the flow of technical and professional talent may inhibit our ability to recruit and retain highly qualified employees.

Additionally, many of the companies with which we compete for experienced personnel have greater resources than we have. If we hire employees from competitors or other companies, their former employers may attempt to assert that these employees, alone or with our inducement, have breached their legal obligations, resulting in a diversion of our time and resources. In addition, job candidates and existing employees often consider the value of the equity awards they receive in connection with their employment. If the perceived or actual value of our equity awards declines, it may reduce our ability to recruit and retain highly skilled employees. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and future growth prospects could be harmed.

If we do not keep pace with technological changes, our platform may become less competitive and our business may suffer.

Our industry is marked by rapid technological developments and innovations, and evolving industry standards. If we are unable to provide enhancements and new features and integrations for our existing platform, develop new products that achieve market acceptance, or innovate quickly enough to keep pace with rapid technological developments, our business could be harmed.

In addition, because our platform is designed to operate on a variety of systems, we will need to continuously modify, enhance, and improve our platform to keep pace with changes in Internet-related hardware, mobile operating systems such as iOS and Android, and other software, communication, browser, and database technologies. We may not be successful in either developing these modifications, enhancements, and improvements or in bringing them to market quickly or cost-effectively in response to market demands. Furthermore, uncertainties about the timing and nature of new network platforms or technologies, or modifications to existing platforms or technologies, could increase our research and development expenses. Any failure of our products to keep pace with technological changes or operate effectively with future network platforms and technologies, or to do so in a timely and cost-effective manner, could reduce the demand for our platform, result in customer dissatisfaction, and reduce our competitive advantage and harm our business.

Failure to establish and maintain relationships with partners that can provide complementary technology offerings and software integrations could limit our ability to grow our business.

Our growth strategy includes expanding the use of our platform through complementary technology offerings and software integrations, such as third-party application programming interfaces, or APIs. While we have begun to establish relationships with providers of complementary technology offerings and software integrations, we cannot assure you that we will be successful in establishing or maintaining relationships with these providers. Third-party

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providers of complementary technology offerings and software integrations may decline to enter into, or may later terminate, relationships with us, change their features or platforms, restrict our access to their applications and platforms, or alter the terms governing use of and access to their applications and APIs in an adverse manner. Such changes could functionally limit or terminate our ability to use these third-party technology offerings and software integrations with our platform, which could negatively impact our offerings and harm our business.

Further, if we fail to integrate our platform with new third-party applications and platforms that our customers use, or to adapt to the data transfer requirements of such third-party applications and platforms, we may not be able to offer the functionality that our customers need, which would negatively impact our offerings and, as a result, could negatively affect our business, results of operations, and financial condition. In addition, we may benefit from these partners’ brand recognition, reputations, referrals, and customer bases. Any losses or shifts in the referrals from or the market positions of these partners generally, in relation to one another or to new competitors or technologies, could lead to losses in our relationships or customers, or a need to identify or transition to alternative channels for marketing our platform.

Our business depends on a strong brand, and if we are not able to develop, maintain and enhance our brand, our business and operating results may be harmed.

We believe that developing, maintaining, and enhancing our brand is critical to achieving widespread acceptance of our platform, attracting new customers, retaining existing customers, persuading existing customers to adopt additional features and services and expand their number of users, and hiring and retaining employees. We believe that the importance of our brand will increase as competition in our market further intensifies. Successful promotion of our brand will depend on a number of factors, including, the effectiveness of our marketing efforts; our ability to provide a high-quality, reliable and cost-effective platform; the perceived value of our platform; and our ability to provide quality customer success experience.

Brand promotion activities require us to make substantial expenditures. To date, we have not made significant investments in the promotion of our brand and our ability to successfully promote our brand is uncertain. However, we anticipate that our expenditures on brand promotion will increase as our market expands and becomes more competitive. The promotion of our brand, however, may not generate customer awareness or increase revenue, and any increase in revenue may not offset the expenses we incur in building and maintaining our brand. We also rely on our customer base and community of collaborators and customers in a variety of ways, including for feedback on our platform and services. If we fail to successfully promote and maintain our brand, or if we incur substantial expenses in an unsuccessful attempt to promote and maintain our brand, we may fail to realize a sufficient return on our brand-building efforts, or to achieve the widespread brand awareness that is critical for broad customer adoption of our platform, which could harm our business and operating results.

Our limited history with subscription and pricing models make it difficult to accurately predict optimal pricing necessary to attract new customers and retain existing customers.

We have limited experience with respect to determining the optimal prices for our platform and services and, as a result, we have in the past, and expect in the future, that we will need to change our pricing model from time to time. As the market for our platform and services matures, or as competitors introduce new products or platforms that compete with ours, and as we expand into international markets, we may be unable to attract and retain customers at the same price or based on the same pricing models as we have used historically, if at all, and some of our competitors may offer their products at a lower price. Pricing decisions may also affect the mix of adoption among our subscription plans and reduce our overall revenue. Moreover, larger enterprises may demand substantial price concessions. As a result, in the future we may be required to reduce our prices, which could harm our operating results.

Because we recognize revenue from subscriptions and support services over the term of the relevant service period, downturns or upturns in new sales or renewals may not be immediately reflected in our results of operations and may be difficult to discern.

We recognize subscription revenue from customers ratably over the terms of their subscription agreements, which are typically one year. As a result, most of the subscription revenue we report in each quarter is derived from

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the recognition of unearned revenue relating to subscriptions entered into during previous quarters. A decline in new or renewed subscriptions in any single quarter will likely only have a minor effect on our revenue for that quarter, and such a decline will reduce our revenue in future quarters. Accordingly, the effect of significant downturns in sales and market acceptance of our platform, and potential changes in our pricing policies or customer retention rates, may not be fully reflected in our operating results until future periods. We may be unable to adjust our cost structure to reflect the changes in revenue. Our subscription model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, as subscription revenue from new customers is recognized over the applicable subscription term. In addition, a significant majority of our costs are expensed as incurred, while subscription revenue is recognized over the life of the subscription period. Growth in the number of our customers could result in our recognition of more costs than revenue in the earlier periods of our customer agreements.

We may not receive significant revenue from our current development efforts for several years, if at all.

Developing our platform is expensive and the investment in such technological development often involves a long return on investment cycle. We invested $12.9 million, $19.6 million, and $37.6 million in the years ended January 31, 2016, 2017 and 2018, respectively, in research and development. We have made and expect to continue to make significant investments in development and related opportunities. Accelerated product introductions and short product life cycles require high levels of expenditures that could adversely affect our operating results if not offset by revenue increases. We believe that we must continue to dedicate significant resources to our development efforts to maintain and improve our competitive position. However, we may not receive significant revenue from these investments for several years, if at all.

We provide service level commitments under our subscription agreements. If we fail to meet these contractual commitments, we could be obligated to provide credits for future service, or face contract termination with refunds of prepaid amounts, which could lower our revenue and harm our business, results of operations, and financial condition.

Certain of our customer agreements contain service level commitments. If we are unable to meet the stated service level commitments, including failure to meet the uptime requirements under our customer agreements, we may be contractually obligated to provide these affected customers with service credits which could significantly affect our revenue in the period in which the uptime failure occurs and the credits could be due. We could also face subscription terminations, which could significantly affect both our current and future revenue. Any service level failures could also damage our reputation, which would also affect our future revenue and operating results.

If we fail to offer high-quality customer support, our business and reputation may be harmed.

Our customers rely on our customer support organization to resolve issues with their use of our platform and to respond to customer inquiries relating to our platform. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for support services. Increased customer demand for these services, without corresponding revenue, could increase costs and harm our operating results. In addition, our sales process is highly dependent on the ease of use of our platform, our business reputation, and positive recommendations from our existing customers. Any failure to maintain a high-quality customer success and support organization, or a market perception that we do not maintain high-quality customer support, could harm our reputation, our ability to sell to existing and prospective customers, and our business.

The loss of one or more of our key customers, or a failure to renew our subscription agreements with one or more of our key customers, could negatively affect our ability to market our platform.

We rely on our reputation and recommendations from key customers in order to promote subscriptions to our platform. The loss of, or failure to renew by, any of our key customers could have a significant effect on our revenue, reputation, and our ability to obtain new customers. In addition, acquisitions of our customers could lead to cancellation of such customers’ contracts, thereby reducing the number of our existing and potential customers.

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Our platform uses third-party software and services that may be difficult to replace or cause errors or failures of our platform that could lead to a loss of customers or harm to our reputation and our operating results.

We license third-party software and depend on services from various third parties for use in our platform. In the future, this software or these services may not be available to us on commercially reasonable terms, or at all. Any loss of the right to use any of the software or services could result in decreased functionality of our platform until equivalent technology is either developed by us or, if available from another provider, is identified, obtained, and integrated, which could harm our business. In addition, any errors or defects in or failures of the third-party software or services could result in errors or defects in our platform or cause our platform to fail, which could harm our business and be costly to correct. Many of these providers attempt to impose limitations on their liability for such errors, defects, or failures, and if enforceable, we may have additional liability to our customers or third-party providers that could harm our reputation and increase our operating costs.

We will need to maintain our relationships with third-party software and service providers and to obtain software and services from such providers that do not contain errors or defects. Any failure to do so could adversely impact our ability to deliver our platform to our customers and could harm our operating results.

Our use of “open source” software could negatively affect our ability to offer and sell access to our platform and subject us to possible litigation.

We use open source software in our platform and expect to continue to use open source software in the future. There are uncertainties regarding the proper interpretation of and compliance with open source licenses, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to use such open source software, and consequently to provide or distribute our platform. Additionally, we may from time to time face claims from third parties claiming ownership of, or seeking to enforce the terms of, an open source license, including by demanding release of the open source software, derivative works, or our proprietary source code that was developed using such software. These claims could also result in litigation and could require us to make our software source code freely available, require us to devote additional research and development resources to change our platform, or incur additional costs and expenses, any of which could result in reputational harm and would have a negative effect on our business and operating results. In addition, if the license terms for the open source software we utilize change, we may be forced to reengineer our platform or incur additional costs to comply with the changed license terms or to replace the affected open source software. Further, use of certain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of software. Although we have implemented policies to regulate the use and incorporation of open source software into our platform, we cannot be certain that we have not incorporated open source software in our platform in a manner that is inconsistent with such policies.

Our long-term growth depends in part on being able to expand internationally on a profitable basis.

Historically, we have generated a substantial majority of our revenue from customers in the United States. We have begun to expand internationally and plan to continue to expand our international operations as part of our growth strategy. There are certain risks inherent in conducting international business, including:


•	fluctuations in foreign currency exchange rates or adding additional currencies in which our sales are denominated;


•	new, or changes in, regulatory requirements;


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


•	costs of localizing our platform and services;


•	lack of or delayed acceptance of localized versions of our platform and services;


•	difficulties in and costs of staffing, managing, and operating our international operations;

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•	tax issues, including restrictions on repatriating earnings, and with respect to our corporate operating structure and intercompany arrangements;


•	weaker intellectual property protection;


•	the difficulty of, and burden and expense involved with, compliance with privacy, data protection, and information security laws, such as the European Union Data Protection Directive, or the Data Protection Directive, and the General Data Protection Regulation, or the GDPR, which will supersede the Data Protection Directive in May 2018;


•	economic weakness or currency related crises;

•

the burden of complying with a wide variety of laws and regulations for foreign operations, including the U.S. Foreign Corrupt Practices Act of 1977, as amended , or FCPA, the U.K. Bribery Act 2010, import and export control laws, tariffs, trade barriers, economic sanctions and other regulatory or contractual limitations on our ability to sell access to our platform in certain foreign markets, and the risks and costs of non-compliance;


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


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


•	political instability and security risks in the countries where we are doing business; and


•	our ability to maintain our relationship with resellers to distribute our platform internationally.

Any of these risks could adversely affect our business. For example, compliance with laws and regulations applicable to our international operations increases our cost of doing business in foreign jurisdictions. We may be unable to keep current with changes in government requirements as they change from time to time. Failure to comply with these regulations could have adverse effects on our business. In addition, in many foreign countries it is common for others to engage in business practices that are prohibited by our internal policies and procedures or applicable U.S. laws and regulations. As we grow, we continue to implement compliance procedures designed to prevent violations of these laws and regulations. There can be no assurance that all of our employees, contractors, resellers, and agents will comply with the formal policies we will implement, or applicable laws and regulations. Violations of laws or key control policies by our employees, contractors, resellers, or agents could result in delays in revenue recognition, financial reporting misstatements, fines, penalties, or the prohibition of the import or export of our software and services, and could have a material adverse effect on our business and results of operations.

Further, our limited experience in operating our business internationally increases the risk that any potential future expansion efforts that we may undertake will not be successful. If we invest substantial time and resources to expand our international operations and are unable to do so successfully, or in a timely manner, our business and results of operations will suffer.

The forecasts of market growth included in this prospectus may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, we cannot assure you our business will grow at similar rates, if at all.

Growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The forecasts in this prospectus, including the size and expected growth in the addressable market for collaborative work management platforms, may prove to be inaccurate. Even if these markets experience the forecasted growth described in this prospectus, we may not grow our business at similar rates, or at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, the forecasts of market growth included in this prospectus should not be taken as indicative of our future growth.

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Changes in privacy laws, regulations, and standards may reduce the effectiveness of our platform and harm our business.

Our customers can use our platform to collect, use, share, and store personal or identifying information. National and local governments and agencies in the countries in which we and our customers operate have adopted, are considering adopting, or may adopt laws and regulations regarding the collection, use, storage, processing and disclosure of personal or identifying information obtained from consumers and other individuals, which could reduce our ability to offer our platform and services in certain jurisdictions or our customers’ ability to deploy our platform globally. Privacy-related laws and regulations can vary significantly from jurisdiction to jurisdiction and are particularly stringent in Europe. The costs of compliance with, and other burdens imposed by privacy laws, regulations, standards, and other obligations, may limit the use and adoption of our platform; reduce overall demand for our platform; lead to regulatory investigations, litigation, and significant fines, penalties, or liabilities for actual or alleged noncompliance; or slow the pace at which we close sales transactions, any of which could harm our business. Moreover, if we or any of our employees fail to adhere to adequate data protection practices around the usage of our customers’ personal data, it may damage our reputation and brand.

For example, in the United States, 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. Since we, at times, process protected health information through our platform for certain customers, we are obligated to comply with certain privacy rules and data security requirements under 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 or others. Such proceedings could result in the imposition of sanctions, fines, penalties, liabilities, or governmental orders requiring that we change our data practices, any of which could harm our business, operating results, and financial condition.

Additionally, privacy laws, regulations, standards, and other obligations may be interpreted in new and differing manners in the future, may be inconsistent among jurisdictions, and we expect these obligations to continue to evolve significantly. Future laws, regulations, standards, and other obligations, and changes in the interpretation of existing laws, regulations, standards, and other obligations could result in increased regulation, increased costs of compliance, penalties for non-compliance, and limitations on data collection, use, disclosure, and transfer for us and our customers. The European Union, or EU, and the United States agreed in 2016 to a framework for data transferred from the EU to the United States, called the Privacy Shield, but this framework has been challenged by private parties and may face additional challenges by national regulators or additional private parties. Additionally, in 2016 the EU adopted the General Data Protection Regulation, or GDPR, a new regulation governing data privacy, which will become effective in May 2018. The GDPR establishes new requirements applicable to the handling of personal data and imposes penalties for non-compliance of up to 4% of worldwide revenue.

The costs of compliance with, and other burdens imposed by, privacy, data protection, and information security-related laws and regulations that are applicable to the businesses of our customers may reduce our or our customers’ ability and willingness to process, handle, store, use, and transmit certain types of information, such as demographic and other personal information, which could limit the use, effectiveness, and adoption of our platform and reduce overall demand for our platform. If we or our customers are unable to transfer data between and among countries and regions in which we operate, it could decrease demand for our platform, require us to modify or restrict our business operations, and impair our ability to maintain and grow our customer base and increase our revenue. Further, any changes we consider necessary or appropriate for compliance with privacy-related laws, regulations, standards, or other obligations, may not be able to be made in a commercially reasonable manner, in a timely fashion, or at all. Even the perception of privacy concerns, whether or not valid, may inhibit the adoption, effectiveness or use of our platform.

In addition to government regulation, privacy advocates and industry groups may establish or propose various new, additional, or different self-regulatory standards that may place additional burdens on us. Further, our

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customers may expect us to comply with more stringent privacy and data security requirements. If we are unable to meet any of these standards, it could reduce demand for our platform and harm our business.

Changes in laws and regulations related to the Internet or changes in the Internet infrastructure itself may diminish the demand for our platform and could have a negative impact on our business.

U.S. federal, state, or foreign government bodies or agencies have in the past adopted, and may in the future adopt, laws or regulations relating to Internet usage. The adoption of any laws or regulations that could reduce the growth, popularity, or use of the Internet, including laws or practices limiting Internet neutrality, could decrease the demand for, or the usage of, our platform and services, increase our cost of doing business, and harm our operating results. Changes in these laws or regulations could also require us to modify our platform in order to comply with these laws or regulations. In addition, government agencies or private organizations may begin to impose taxes, fees, or other charges for accessing the Internet or commerce conducted via the Internet. These laws or charges could limit the growth of Internet-related commerce or communications, or reduce demand for Internet-based services and platforms such as ours.

We use email as part of our platform for communication and workflow management. Government regulations and evolving practices regarding the use of email could restrict our use of email. We also depend on the ability of Internet service providers, or ISPs, to prevent unsolicited bulk email, or “spam,” from overwhelming users’ inboxes. ISPs continually develop new technologies to filter messages deemed to be unwanted before they reach users’ inboxes, which may interfere with the functionalities of our platform. Any restrictions on our use of email would reduce user adoption of our platform and harm our business.

In addition, the use of the Internet and, in particular, the cloud-based solutions could be adversely affected due to delays in the development or adoption of new standards and protocols to handle increased demands of Internet activity, security, reliability, cost, ease of use, accessibility, and quality of service. The performance of the Internet has been adversely affected by “viruses,” “worms,” and similar malicious programs; businesses have experienced a variety of outages and other delays as a result of damage to Internet infrastructure. These issues could diminish the overall attractiveness of, and demand for, our platform.

Any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand.

Our success and ability to compete depend in part upon our intellectual property. Unauthorized use of our intellectual property or a violation of our intellectual property rights by third parties may damage our brand and our reputation. As of January 31, 2018, we had nine issued patents in the United States that expire between 2019 and 2034, three issued patents internationally, as well as seven pending patent applications in the United States. In addition, we primarily rely on a combination of copyright, trade secret and trademark laws, trade secret protection, and confidentiality or license agreements with our employees, customers, partners, and others to protect our intellectual property rights. However, the steps we take to protect our intellectual property rights may be inadequate. We make business decisions about when to seek patent protection for a particular technology and when to rely upon trade secret protection, and the approach we select may ultimately prove to be inadequate. Even in cases where we seek patent protection, there is no assurance that the resulting patents will effectively protect every significant feature of our products. In addition, we believe that the protection of our trademark rights in an important factor in product recognition, protecting our brand, and maintaining goodwill. If we do not adequately protect our rights in our trademarks from infringement and unauthorized use, any goodwill that we have developed in those trademarks could be lost or impaired, which could harm our brand and our business.

In order to protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights. 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. Furthermore, 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. Accordingly, we may not be able to prevent third parties from infringing upon or misappropriating our intellectual property. Our failure to secure, protect, and enforce our intellectual property rights could seriously damage our brand and our business.

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We may be sued by third parties for alleged infringement of their proprietary rights.

There is considerable patent and other intellectual property development activity in our industry. Our future success depends on not infringing upon the intellectual property rights of others. Our competitors, as well as a number of other entities, including non-practicing entities, and individuals, may own or claim to own intellectual property relating to our industry. From time to time, our competitors or other third parties may claim that we are infringing upon or misappropriating their intellectual property rights, and we may be found to be infringing upon such rights. In addition, we cannot assure you that actions by other third parties alleging infringement by us of third-party patents will not be asserted or prosecuted against us. In the future, others may claim that our platform and its underlying technology infringe or violate their intellectual property rights, even if we are unaware of the intellectual property rights that others may claim cover some or all of our technology, platform, or services. Any claims or litigation could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering our platform or services or using certain technologies, implement expensive work-arounds, or require that we comply with other unfavorable terms. We may also be obligated to indemnify our customers or business partners or pay substantial settlement costs, including royalty payments, in connection with any such claim or litigation, and to obtain licenses, modify our platform or services, or refund fees, which could be costly. In addition, we may incur substantial costs to resolve claims or litigation, whether or not successfully asserted against us, which could include payment of significant settlement, royalty or license fees, modification of our products, or refunds to customers. Even if we were to prevail in such a dispute, any litigation regarding our intellectual property could be costly and time consuming and divert the attention of our management and key personnel from our business operations. During the course of any litigation, we may make announcements regarding the results of hearings and motions, and other interim developments. If securities analysts and investors regard these announcements as negative, the market price of our Class A common stock may decline.

The requirements of being a public company, including maintaining adequate internal control over our financial and management systems, may strain our resources, divert management’s attention, and affect our ability to attract and retain executive management and qualified board members.

As a public company we will incur significant legal, accounting, and other expenses that we did not incur as a private company. We will be subject to reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley Act of 2002, or the Sarbanes Oxley Act, the rules subsequently implemented by the U.S. Securities and Exchange Commission, or SEC, the rules and regulations of the listing standards of the New York Stock Exchange, and other applicable securities rules and regulations. Compliance with these rules and regulations will likely strain our financial and management systems, internal controls, and employees.

The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and operating results. Moreover, 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 may be required. If we have material weaknesses or deficiencies in our internal control over financial reporting, we may not detect errors on a timely basis and our consolidated financial statements may be materially misstated. Effective internal control is necessary for us to produce reliable financial reports and is important to prevent fraud.

In addition, we will be required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act when we cease to be an emerging growth company. We expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. As a result of the complexity involved in complying with the rules and regulations applicable to public companies, our management’s attention may be diverted from other business concerns, which could harm our business, results of operations, and financial condition. Although we have already hired additional employees to assist us in complying with these requirements, our finance team is small and we may need to hire more employees in the future, or engage outside consultants, which will increase our operating expenses.

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We also expect that being a public company and complying with applicable rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantially higher costs to obtain and maintain the same or similar coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors and qualified executive officers.

We have identified a material weakness in our internal control over financial reporting. Failure to achieve and maintain effective internal control over financial reporting could result in our failure to accurately report our financial results.

In connection with the audit of our consolidated financial statements for the year ended January 31, 2017, our independent registered public accounting firm noted in its reports to our audit committee that there were a number of audit adjustments to our consolidated financial statements for the period under audit. We identified that the cause of the audit adjustments was a lack of qualified accounting and financial reporting personnel with an appropriate level of experience. Given that during the year ended January 31, 2017, we did not retain a sufficient complement of personnel possessing the appropriate accounting and financial reporting knowledge, we determined that this control deficiency constituted a material weakness in our internal control over financial reporting. A material weakness is a deficiency or combination of deficiencies in our internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial statements would not be prevented or detected on a timely basis. This deficiency could result in additional misstatements to our consolidated financial statements that would be material and would not be prevented or detected on a timely basis.

During fiscal year ended January 31, 2018, we added personnel as well as implemented new financial systems and processes. We intend to continue to take steps to remediate the material weakness described above through hiring additional qualified accounting and financial reporting personnel, and further evolving our accounting processes. We will not be able to fully remediate this material weakness until these steps have been completed and have been operating effectively for a sufficient period of time. Furthermore, we cannot assure you that the measures we have taken to date, and actions we may take in the future, will be sufficient to remediate the control deficiencies that led to our material weakness in our internal control over financial reporting or that they will prevent or avoid potential future material weaknesses. If we are unable to successfully remediate our existing or any future material weaknesses in our internal control over financial reporting, or identify any additional material weaknesses, the accuracy and timing of our financial reporting may be adversely affected, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to the New York Stock Exchange listing requirements, investors may lose confidence in our financial reporting, and our share price may decline as a result.

We may be subject to litigation for a variety of claims, which could adversely affect our results of operations, harm our reputation or otherwise negatively impact our business.

From time to time, we may be involved in disputes or regulatory inquiries that arise in the ordinary course of business. These may include claims, lawsuits, and proceedings involving labor and employment, wage and hour, commercial, alleged securities law violations or other investor claims, and other matters. We expect that the number and significance of these potential disputes may increase as our business expands and our company grows larger. While our agreements with customers limit our liability for damages arising from our platform, we cannot assure you that these contractual provisions will protect us from liability for damages in the event we are sued. Although we carry general liability insurance coverage, our insurance may not cover all potential claims to which we are exposed or may not be adequate to indemnify us for all liability that may be imposed. Any claims against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time, and result in the diversion of significant operational resources. Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business, financial condition, results of operations, and prospects.

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We intend to evaluate acquisitions or investments in third-party technologies and businesses, but we may not realize the anticipated benefits from, and may have to pay substantial costs related to, any acquisitions, mergers, joint ventures, or investments that we undertake.

As part of our business strategy, we continually evaluate acquisitions of, or investments in, a wide array of potential strategic opportunities, including third-party technologies and businesses. For instance, in December 2017, we completed our acquisition of Converse.AI, Inc., a company that provides intelligent natural language bots to support business process automation. We may be unable to identify suitable acquisition candidates in the future or to make these acquisitions on a commercially reasonable basis, or at all. Any transactions that we enter into could be material to our financial condition and results of operations. Such acquisitions may not result in the intended benefits to our business, and we may not successfully evaluate or utilize the acquired technology, offerings, or personnel, or accurately forecast the financial effect of an acquisition transaction. The process of integrating an acquired company, business, technology, or personnel into our own company is subject to various risks and challenges, including:


•	diverting management time and focus from operating our business to acquisition integration;


•	disrupting our respective ongoing business operations;


•	customer and industry acceptance of the acquired company’s offerings;


•	our ability to implement or remediate the controls, procedures, and policies of the acquired company;


•	our ability to integrate acquired technologies in our own platform and technologies;


•	retaining and integrating acquired employees;


•	failing to maintain important business relationships and contracts;


•	failure to realize any anticipated synergies;


•	using cash that we may need in the future to operate our business or incurring debt on terms unfavorable to us or that we are unable to pay;


•	liability for activities of the acquired company before the acquisition;


•	litigation or other claims arising in connection with the acquired company;


•	impairment charges associated with goodwill and other acquired intangible assets; and


•	other unforeseen operating difficulties and expenditures.

Our limited experience acquiring companies increases these risks. Our failure to address these risks or other problems we encounter with our future acquisitions and investments could cause us to not realize the anticipated benefits of such acquisitions or investments, incur unanticipated liabilities, and harm our business.

Our reported financial results may be harmed by changes in the accounting principles generally accepted in the United States.

Generally accepted accounting principles in the United States are 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 these principles or interpretations could have a significant effect on our reported financial results, and may even affect the reporting of transactions completed before the announcement or effectiveness of a change. For example, in May 2014 the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , for which certain elements affected our accounting for revenue and costs incurred to acquire contracts. We have adopted Topic 606 using the full retrospective transition method. Other companies in our industry may apply these accounting principles differently than we do, adversely affecting the comparability of our

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consolidated financial statements. See Note 2 to our accompanying consolidated financial statements for information about Topic 606.

We could be subject to additional sales tax or other tax liabilities.

States and some local taxing jurisdictions have differing rules and regulations governing sales and use taxes, and these rules and regulations are subject to varying interpretations that may change over time. In particular, the applicability of sales taxes to our platform in various jurisdictions is unclear. It is possible that we could face sales tax audits and that our liability for these taxes could exceed our estimates as state tax authorities could still assert that we are obligated to collect additional amounts as taxes from our customers and remit those taxes to those authorities. Additionally, we do not collect such transaction taxes in all jurisdictions in which we have sales, based on our understanding that such taxes are not applicable or an exemption from such taxes applies. If we become subject to sales tax audits in these jurisdictions and a successful assertion is made that we should be collecting sales taxes where we have not historically done so it could result in substantial tax liabilities for past sales, discourage customers from purchasing our products or otherwise harm our business, results of operations and financial condition.

Further, an increasing number of states and foreign jurisdictions have considered or adopted laws or administrative practices, with or without notice, that impose new taxes on all or a portion of gross revenue or other similar amounts or impose additional obligations on remote sellers to collect transaction taxes such as sales, consumption, value added, or similar taxes. If new laws are adopted in a jurisdiction where we do not collect such taxes, we may not have sufficient lead time to build systems and processes to collect these taxes. Failure to comply with such laws or administrative practices, or a successful assertion by such states or foreign jurisdictions requiring us to collect taxes where we do not, could result in substantial tax liabilities, including for past sales, as well as penalties and interest. In addition, if the tax authorities in jurisdictions where we are already subject to sales tax or other indirect tax obligations were successfully to challenge our positions, our tax liability could increase substantially.

Our ability to use our net operating loss to offset future taxable income may be subject to certain limitations.

As of January 31, 2018, we had U.S. federal net operating loss carryforwards, or NOLs, of approximately $43.3 million due to prior period losses. In general, under Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its NOLs to offset future taxable income. Our existing NOLs may be subject to limitations arising from previous ownership changes and in addition, may become subject to limitations in connection with this offering. Future changes in our stock ownership, the causes of which may be outside of our control, could result in an ownership change under Section 382 of the Code. Our NOLs may also be impaired under state laws. Furthermore, our ability to utilize NOLs of companies that we may acquire in the future may be subject to limitations. 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. For these reasons, we may not be able to realize a tax benefit from the use of our NOLs, whether or not we attain profitability.

Changes in tax laws or regulations could be enacted or existing tax laws or regulations could be applied to us or our customers in a manner that could increase the costs of our platform and services and harm our business.

Income, sales, use, or other tax laws, statutes, rules, regulations, or ordinances could be enacted or amended at any time, possibly with retroactive effect, and could be applied solely or disproportionately to products and services provided over the Internet. These enactments or amendments could reduce our sales activity due to the inherent cost increase the taxes would represent and ultimately harm our operating results and cash flows.

Additionally, any changes to or the reform of current U.S. tax laws that may be enacted in the future could impact the tax treatment of our foreign earnings. We currently have no accumulated foreign earnings; however, this could change on a go-forward basis because of the early stage of our international operations. In addition, due to the expansion of our international business activities, any changes in the U.S. taxation of such activities may increase our worldwide effective tax rate and adversely affect our financial position and results of operations.

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The application of U.S. federal, state, local and international tax laws to services provided electronically is unclear and continuously evolving. Existing tax laws, statutes, rules, regulations, or ordinances could be interpreted or applied adversely to us, possibly with retroactive effect, which could require us or our customers to pay additional tax amounts, as well as require us or our customers to pay fines or penalties, as well as interest for past amounts. If we are unsuccessful in collecting such taxes due from our customers, we could be held liable for such costs, thereby adversely affecting our operating results and harm our business.

Further, the Tax Cuts and Jobs Act, or TCJA, was recently enacted into law, bringing about a wide variety of potential changes to the U.S. tax system, particularly at the corporate level. Although the TCJA includes a provision for lower corporate income tax rates, these rate reductions could be offset by other changes intended to broaden the tax base, for example, by limiting the ability to deduct interest expense and net operating losses. We continue to examine the impact the TCJA may have on our business and financial results.

We may face exposure to foreign currency exchange rate fluctuations.

While we have historically transacted in U.S. dollars with the majority of our customers and vendors, we have transacted in some foreign currencies and may transact in more foreign currencies in the future. Accordingly, changes in the value of foreign currencies relative to the U.S. dollar can affect our revenue and operating results due to transactional and translational remeasurement that is reflected in our earnings. As a result of such foreign currency exchange rate fluctuations, it could be more difficult to detect underlying trends in our business and operating results. In addition, to the extent that fluctuations in currency exchange rates cause our operating results to differ from our expectations or the expectations of our investors, the trading price of our Class A common stock could be lowered. We do not currently maintain a program to hedge transactional exposures in foreign currencies. However, in the future, we may use derivative instruments, such as foreign currency forward and option contracts, to hedge certain exposures to fluctuations in foreign currency exchange rates. The use of such hedging activities may not offset any or more than a portion of the adverse financial effects of unfavorable movements in foreign exchange rates over the limited time the hedges are in place. Moreover, the use of hedging instruments may introduce additional risks if we are unable to structure effective hedges with such instruments.

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 U.K. Bribery Act 2010, 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 promising, authorizing, offering, or providing, directly or indirectly, improper payments or anything of value 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 access to 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, and 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, or 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, any of which could have a materially adverse effect on our reputation, business, operating results, and prospects. In addition,

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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.

Governmental export or import controls could limit our ability to compete in foreign markets and subject us to liability if we violate them.

Our platform may be subject to U.S. export controls, and we incorporate encryption technology into certain features. U.S. export controls may require submission of a product classification and annual or semi-annual reports. Governmental regulation of encryption technology and regulation of imports or exports of encryption products, or our failure to obtain required import or export authorization for our platform, when applicable, could harm our international sales and adversely affect our revenue. Compliance with applicable regulatory requirements regarding the export of our platform may create delays in the introduction of our feature releases in international markets, prevent our customers with international operations from using our platform or, in some cases, prevent the export of our platform to some countries altogether.

Furthermore, U.S. export control laws and economic sanctions prohibit the shipment of certain products and services to countries, governments, and persons identified by U.S. sanction programs. If we fail to comply with export control regulations and such economic sanctions, we may be fined or other penalties could be imposed, including a denial of certain export privileges. In March 2018, we determined that a small number of persons may have accessed our platform from one or more embargoed countries. We have made an initial voluntary self-disclosure to the U.S. Department of Treasury’s Office of Foreign Assets Control to report these potential violations. While we have implemented additional controls that are designed to prevent similar activity from occurring in the future, these controls may not be fully effective. Although as of the date of this prospectus we do not expect this matter to have a material effect on our business, the maximum potential fine permitted under the regulations and costs related to this matter could be substantial.

Moreover, any new export or import restrictions, new legislation or shifting approaches in the enforcement or scope of existing regulations, or in the countries, persons, or technologies targeted by such regulations, could result in decreased use of our platform by, or in our decreased ability to export or sell access to 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 access to our platform would likely adversely affect our business.

We may need additional capital, and we cannot be certain that additional financing will be available on favorable terms, or at all.

We have funded our operations since inception primarily through equity financings, capital lease arrangements, and subscription fees from our customers. We do not know when or if our operations will generate sufficient cash to fund our ongoing operations. In the future, we may require additional capital to respond to business opportunities, challenges, acquisitions, declines in subscriptions for our platform, or unforeseen circumstances. We may not be able to timely secure debt or equity financing on favorable terms, or at all. Any debt financing obtained by us could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. Additionally, we may not be able to generate sufficient cash to service any debt financing obtained by us, which may force us to reduce or delay capital expenditures or sell assets or operations. If we raise additional funds through further issuances of equity, convertible debt securities, or other securities convertible into equity, our existing shareholders could suffer significant dilution in their percentage ownership of our company, and any new equity securities we issue could have rights, preferences, and privileges senior to those of holders of our common stock. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to grow or support our business and to respond to business challenges could be significantly limited.

Adverse economic and market conditions and reductions in productivity spending may harm our business.

Our business depends on the overall demand for cloud-based collaborative work management platforms and on the economic health of our current and prospective customers. The United States has experienced cyclical downturns from time to time that have resulted in a significant weakening of the economy, more limited availability of credit, a

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reduction in business confidence and activity, and other difficulties that may affect one or more of the industries to which we sell subscriptions and professional services. Economic uncertainty and associated macroeconomic conditions make it extremely difficult for us and our customers to accurately forecast and plan future business activities which could cause customers to delay or reduce their information technology spending. This could result in reductions in sales of our platform and services, longer sales cycles, reductions in subscription duration and value, slower adoption of new technologies, and increased price competition. Any of these events could harm our business and operating results. In addition, there can be no assurance that cloud-based collaborative work management and productivity spending levels will increase following any recovery.

Catastrophic events may disrupt our business.

Natural disasters or other catastrophic events may cause damage or disruptions to our operations. Our corporate headquarters are located in the greater Seattle area, an earthquake-prone area. Additionally, we rely on our network and third-party infrastructure and enterprise applications, internal technology systems, and our website for our development, marketing, operational support, and sales activities. In the event of a major earthquake, hurricane, or catastrophic event such as fire, power loss, telecommunications failure, cyber-attack, war or terrorist attack, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in our product development, lengthy interruptions in our platform and services, breaches of data security, and loss of critical data, all of which could harm our operating results.

Risks Relating to Ownership of our Common Stock and this Offering

There has been no prior public market for our Class A common stock, the stock price of our Class A common stock may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the initial public offering price.

There has been no public market for our Class A common stock prior to this offering. The initial public offering price for our Class A common stock will be determined through negotiations among the underwriters, the selling shareholders, and us and may vary from the market price of our Class A common stock following this offering. The market prices of the securities of other newly public companies have historically been highly volatile. Following the completion of this offering, the market price of our Class A common stock may be higher or lower than the price you pay in the initial public offering. The market price of our Class A common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:


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


•	actual or anticipated fluctuations in our revenue or other operating metrics;


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


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


•	price and volume fluctuations in the overall stock market or in the trading volume of our shares or the size of our public float;


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


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


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


•	failures or breaches of security or privacy, and the costs associated with responding to and addressing any such failures or breaches;

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•	announcements by us or our competitors of significant 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;


•	other events or factors, including those resulting from war, incidents of terrorism, or responses to these events;


•	the expiration of contractual lock-up or market stand-off agreements; and


•	sales of additional shares of our Class A common stock by us or our shareholders.

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 have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, shareholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and harm our business.

Sales of a substantial amount of our Class A common stock in the public markets may 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 shareholders, or the perception that these sales might occur, could cause the market price of our Class A common stock to decline. Based on shares of our Class A common stock and shares of our Class B common stock outstanding as of , 2018, we will have shares of our Class A common stock and shares of our Class B common stock outstanding after this offering.

All of the shares of Class A common stock sold in this offering will be freely tradable without restrictions or further registration under the Securities Act of 1933, as amended, or the 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 and any applicable lock-up agreements described below. The remaining shares of our common stock are also subject to the lock-up agreement or market stand-off agreements described below.

In connection with this offering, subject to certain exceptions, we, all of our directors and executive officers, and substantially all of our security holders, have entered into lock-up agreements with the underwriters or were subject to market stand-off agreements with us pursuant to which they agreed not to offer, sell, or agree to sell, directly or indirectly, any shares of Class A common stock and Class B common stock for a period of 180 days from the date of this prospectus.

When the applicable lock-up and market stand-off periods described above expire, we and our security holders subject to a lock-up agreement or market stand-off agreement will be able to sell our shares in the public market. In addition, the underwriters may, in their sole discretion, release all or some portion of the shares subject to lock-up agreements prior to the expiration of the lock-up period. Sales of a substantial number of such shares upon expiration of the lock-up and market stand-off agreements, or the perception that such sales may occur, or early release of these agreements, could cause our market price to fall or make it more difficult for you to sell your Class A common stock at a time and price that you deem appropriate.

In addition, as of , 2018, we had options and RSUs outstanding that, if fully exercised or settled, would result in the issuance of shares and shares of Class B common stock, respectively. All of the shares of common stock issuable upon the exercise of stock options or settlement of RSUs, and the shares reserved for future issuance under our equity incentive plans, will be registered for public resale under the Securities Act. Accordingly, these shares will be freely tradable in the public market upon issuance subject to existing lock-up or market stand-off agreements and applicable vesting requirements.

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Immediately following this offering, the holders of shares of our Class B common stock have rights, subject to some conditions, to require us to file registration statements for the public resale of the Class A common stock issuable upon conversion of such shares or to include such shares in registration statements that we may file for us or other shareholders.

We may also 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 further issuance could result in substantial dilution to our existing shareholders 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% shareholders, 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 10 votes per share, and our Class A common stock, which is the stock being offered in this offering, has one vote per share. Following this offering, our directors, executive officers, and holders of more than 5% of our common stock, and their respective affiliates, will hold in the aggregate % of the voting power of our capital stock. Because of the 10-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 shareholders for approval until the earliest of (1) the date specified by a vote of the holders of not less than a majority of the outstanding shares of Class B common stock, (2) seven years from the effective date of this offering , and (3) the date the shares of Class B common stock cease to represent at least 15% of the aggregate number of shares of Class A common stock and Class B common stock then outstanding. 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 shareholder 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 shareholders.

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. See the section titled “Description of Capital Stock—Anti-Takeover Provisions” for additional information.

We cannot predict the impact our dual class structure may have on our stock price or our business.

We cannot predict whether our dual class structure, combined with the concentrated control of our shareholders who held our capital stock prior to the completion of this offering, including our executive officers, employees and directors and their affiliates, will result in a lower or more volatile market price of our Class A common stock or in adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indexes. In July 2017, FTSE Russell announced that it plans to require new constituents of its indexes to have greater than 5% of the company’s voting rights in the hands of public shareholders, and S&P Dow Jones announced that it will no longer admit companies with multiple-class share structures to certain of its indexes. Because of our dual class structure, we will likely be excluded from these indexes and we cannot assure you that other stock indexes will not take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indexes, exclusion from stock indexes would likely preclude investment by many of these funds and could make our Class A common stock less attractive to other investors. As a result, the market price of our Class A common stock could be adversely affected.

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We are an “emerging growth company” and intend to take advantage of the reduced disclosure requirements applicable to emerging growth companies which may make our Class A common stock less attractive to investors.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act. We will remain an emerging growth company until the earliest of (1) the last day of the fiscal year in which we have total annual gross revenue of $1.07 billion or more; (2) the last day of the fiscal year following the fifth anniversary of the date of the completion of this offering; (3) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; and (4) the date on which we are deemed to be a large accelerated filer under the rules of the SEC, which means the market value of our equity securities that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not “emerging growth companies,” including:


•	not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;


•	not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board;


•	being permitted to present only two years of audited consolidated financial statements in addition to any required unaudited interim consolidated financial statements with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure in this prospectus;


•	reduced disclosure obligations regarding executive compensation; and


•	exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We currently intend to take advantage of the available exemptions described above. We have taken advantage of reduced reporting burdens in this prospectus. In particular, we have provided only two years of audited consolidated financial statements and have not included all of the executive compensation information that would be required if we were not an emerging growth company. We cannot predict if investors will find our Class A common stock less attractive if we rely on these exemptions. If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock and the price of our Class A common stock may be more volatile.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies , unless the company otherwise irrevocably elects not to avail itself of this exemption. While we have not made such an irrevocable election, we have not delayed the adoption of any applicable accounting standards. We may delay adopting applicable accounting standards, which may make comparison of our consolidated financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult because of the potential differences in accounting standards used.

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

The trading market for our Class A common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business, our market, and our competitors. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade our shares or publish inaccurate or unfavorable research about our business, our share price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us on a regular basis, demand for our Class A common stock could decrease, which might cause our share price or trading volume to decline.

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We will have broad discretion over the use of the net proceeds we receive in this offering and may not use them effectively.

We will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section titled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. The failure by our senior management team to apply these funds effectively could harm our business, financial condition, results of operations, and prospects, and the market price of our Class A common stock could decline. Pending their use, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing securities such as money market accounts, certificates of deposit, commercial paper, and guaranteed obligations of the U.S. government that may not generate a high yield to our shareholders. These investments may not yield a favorable return to our shareholders.

Provisions in our corporate charter documents and under Washington law could make an acquisition of us, which may be beneficial to our shareholders, more difficult and may prevent attempts by our shareholders to replace or remove our current management.

Provisions in our articles of incorporation and our bylaws that will become effective immediately prior to the closing of this offering may discourage, delay, or prevent a merger, acquisition, or other change in control of our company that shareholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock, thereby depressing the market price of our Class A common stock. In addition, because our board of directors is responsible for appointing the members of our management team, these provisions may frustrate or prevent any attempts by our shareholders to replace or remove our current management by making it more difficult for shareholders to replace members of our board of directors. Among other things, these provisions:


•	establish a classified board of directors so that not all members of our board are elected at one time;


•	permit only the board of directors to establish the number of directors and fill vacancies on the board;


•	eliminate the ability of our shareholders to call special meetings of shareholders;


•	prohibit shareholder action by written consent unless the consent is unanimous, which requires all shareholder actions to be taken at a meeting of our shareholders;


•	establish advance notice requirements for nominations for election to our board or for proposing matters that can be acted upon by shareholders at annual shareholder meetings;


•	prohibit cumulative voting;


•	provide that directors may only be removed “for cause” and only with the approval of two-thirds of our shareholders;


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


•	authorize the issuance of “blank check” preferred stock that our board could use to implement a shareholder rights plan, also known as a “poison pill.”

In addition, under Washington law, shareholders of public companies can act by written consent only by obtaining unanimous written consent. This limit on the ability of our shareholders to act by less than unanimous consent may lengthen the amount of time required to take shareholder action.

Moreover, because we are incorporated in the State of Washington, we are governed by the provisions of Chapter 23B.19 of the Washington Business Corporation Act, or WBCA, which prohibits a “target corporation”

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from engaging in any of a broad range of business combinations with any “acquiring person,” which is defined as a person or group of persons who beneficially owns 10% or more of the voting securities of the “target corporation,” for a period of five years following the date on which the shareholder became an “acquiring person.”

Any of these provisions of our charter documents or Washington law could, under certain circumstances, depress the market price of our Class A common stock. See the section titled “Description of Capital Stock.”

Our amended and restated articles of incorporation will designate the federal and state courts located within the State of Washington as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees, or agents.

Our amended and restated articles of incorporation that will become effective immediately prior to the completion of this offering will provide that, unless we consent in writing to an alternative forum, the federal and state courts located within the State of Washington, or Washington Courts, will be the sole and exclusive forum for any internal corporate proceedings (as defined in the WBCA), subject to such courts having personal jurisdiction over the indispensable parties named as defendants therein and the claim not being one that is vested in the exclusive jurisdiction of a court or forum other than in Washington Courts, or for which the Washington Courts do not have subject matter jurisdiction. Any person purchasing or otherwise acquiring any interest in any shares of our capital stock shall be deemed to have notice of and to have consented to this provision of our amended and restated articles of incorporation.

This choice of forum provision may limit our shareholders’ ability to bring a claim in a judicial forum that it finds favorable for internal corporate proceedings, which may discourage such lawsuits even though an action, if successful, might benefit our shareholders. Shareholders who do bring a claim in Washington Courts could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near the State of Washington. Washington Courts may also reach different judgments or results than would other courts, including courts where a shareholder considering an action may be located or would otherwise choose to bring the action, and such judgments or results may be more favorable to us than to our shareholders. Alternatively, if a court were to find this provision of our amended and restated articles of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could have an adverse effect on our business, financial condition or results of operations.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. All statements contained in this prospectus other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, market growth and trends, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “potentially,” “likely,” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, operating results, business strategy, short-term and long-term business operations and objectives, and financial needs.

Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, in addition to those discussed in the section titled “Risk Factors” and elsewhere in this prospectus, could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in our forward-looking statements:


•	the highly competitive nature of work execution software and product introductions, and promotional activity by our competitors and our ability to differentiate our platform and applications;


•	our ability to introduce new and enhanced product offerings and the continued market adoption of our platform;


•	the effect of litigation, complaints or adverse publicity on our business;


•	our ability to attract new customers and expand sales to existing customers;


•	our ability to provide effective customer support;


•	our ability to execute our “land-and-expand” strategy;


•	the security and reliability of our co-location data centers and the public cloud infrastructure that we use;


•	our ability to expand our sales force to address effectively the new industries, geographies and types of organizations we intend to target;


•	our ability to forecast and maintain an adequate rate of revenue growth and appropriately plan our expenses;


•	our liquidity and working capital requirements;


•	our ability to attract and retain qualified employees and key personnel;


•	our ability to protect and enhance our brand and intellectual property;


•	the costs related to defending intellectual property infringement and other claims;


•	privacy and data protection laws, actual or perceived privacy or data breaches or other data security incidents, or the loss of data;


•	future regulatory, judicial, and legislative changes in our industry;


•	future arrangements with, or investments in, other entities or associations, products, services or technologies;


•	our use of the net proceeds from this offering; and


•	the increased expenses and administrative workload associated with being a public company.

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These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this prospectus are more fully described in the section titled “Risk Factors” and elsewhere in this prospectus. The risks described in the section titled “Risk Factors” are not exhaustive. Other sections of this prospectus describe additional factors that could adversely affect our business, financial condition or results of operations. New risk factors emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk 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. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, performance, or events and circumstances reflected in the forward-looking statements will be achieved or occur. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this prospectus or to conform these statements to actual results or revised expectations.

You should read this prospectus and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect.

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MARKET AND INDUSTRY DATA

This prospectus contains statistical data, estimates, and forecasts from various sources, including independent industry publications and other information from our internal sources. This information is based upon a number of assumptions and limitations, and you are cautioned not to give undue weight to such information. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the sections titled “Risk Factors,” and “Special Note Regarding Forward-Looking Statements,” that could cause results to differ materially from those expressed in these publications and reports.

Certain information in the text of this prospectus is contained in independent industry publications and publicly available reports, as set forth below:


•	Evans Data Corporation, Global Developer Population and Demographic Study 2017, Volume 1 , September 2017.


•	Forrester Research, Inc., The Forrester Wave: Enterprise Collaborative Work Management, Q4 2016 , October 17, 2016.


•	Forrester Research, Inc., I nfo Workers Will Erase The Boundary Between Enterprise And Consumer Technologies , August 30, 2012.


•	Gartner, Inc., Effortless Visibility Is Key to Managing Empowered Workers Without Losing Control , March 30, 2017, or the Gartner Report.


•	International Data Corporation, Semiannual Software Tracker , November 2017.


•	McKinsey Global Institute, The social economy: Unlocking value and productivity through social technologies , July 2012.


•	Dave Wright, 3 Automation Initiatives to Boost Corporate Productivity, April 25, 2016, www.enterpriseappstoday.com/management-software/3-automation-initiatives-to-boost-corporate-productivity.html (last accessed March 23, 2018).

Industry publications, surveys, and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but such information may not be accurate or complete. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied on therein.

The Gartner Report represents data, research opinion or viewpoints published, as part of a syndicated subscription service, by Gartner, Inc., or Gartner, and are not representations of fact. The Gartner Report speaks as of its original publication date, and not as of the date of this prospectus, and the opinions expressed in the Gartner Report are subject to change without notice. Gartner does not endorse any vendor, product or service depicted in its research publications, and does not advise technology users to select only those vendors with the highest ratings or other designation. Gartner research publications consist of the opinions of Gartner’s research organization and should not be construed as statements of fact. Gartner disclaims all warranties, expressed or implied, with respect to this research, including any warranties of merchantability or fitness for a particular purpose.

The Total Economic Impact Of Smartsheet , dated September 2017, by Forrester Research, Inc., or Forrester, was commissioned by us, and represents data, research, opinions or viewpoints prepared by Forrester and are not representations of fact. We have been advised by Forrester that its studies speak as of the original date (and not as of the date of this prospectus) and any opinions expressed in its studies are subject to change without notice.

Certain information included in this prospectus concerning our industry and the markets we serve, including our market share, are also based on our good-faith estimates derived from management’s knowledge of the industry and other information currently available to us.

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USE OF PROCEEDS

We estimate that the net proceeds from the sale of shares of our Class A common stock that we are selling in this offering will be approximately $ million, based upon an assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses. If the underwriters’ option to purchase additional shares to cover over-allotments is exercised in full, we estimate that our net proceeds would be approximately $ million, after deducting the estimated underwriting discounts and commissions and estimated offering expenses. We will not receive any proceeds from the sale of shares of our Class A common stock by the selling shareholders.

Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the net proceeds that we receive from this offering by approximately $ million, assuming that the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions. Similarly, each increase or decrease of one million in the number of shares of Class A common stock offered by us would increase or decrease, as applicable, the net proceeds that we receive from this offering by approximately $ million, assuming that the assumed initial public offering price remains the same and after deducting the estimated underwriting discounts and commissions.

The principal purposes of this offering are to increase our capitalization and financial flexibility, create a public market for our Class A common stock, and facilitate future access to the public equity markets for us and our shareholders. While we have no specific plans at this time, we may use some of the proceeds that we will receive from this offering for working capital and other general corporate purposes, including expanding our headcount and funding our growth strategies to scale with our business through sales and marketing activities, technology and product development, general and administrative matters, investing in hardware for our data center operations, international expansion, building out our office facilities, and other capital expenditures. We may also use a portion of the net proceeds that we receive to acquire or invest in third-party businesses, products, services, technologies, or other assets. However, we do not have any definitive plans, agreements, or commitments with respect to any acquisitions or investments at this time.

We cannot specify with certainty the particular uses of the net proceeds that we will receive from this offering or the amounts we actually spend on the uses set forth above. Accordingly, our management will have broad discretion in the application of the net proceeds from this offering and investors will be relying on the judgment of our management regarding the application of the proceeds. Pending their use as described above, we plan to invest the net proceeds that we receive in this offering in short-term and intermediate-term interest-bearing obligations, investment-grade investments, money market accounts, bank deposit, or direct or guaranteed obligations of the U.S. government.

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DIVIDEND POLICY

We have never declared or paid any cash dividend on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation and growth of our business and do not expect to pay any dividends on our capital stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions, and other factors that our board of directors may deem relevant.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents, as well as our capitalization, as of January 31, 2018 as follows:


•	on an actual basis;

•

on a pro forma basis, giving effect to (1) the redesignation of our outstanding common stock as Class B common stock on , 2018; (2) the automatic conversion of all outstanding shares of our convertible preferred stock outstanding as of January 31, 2018 into an aggregate of 68,479,732 shares of Class B common stock; (3) the reclassification of the convertible preferred stock warrant liability to additional paid-in capital, which conversion and reclassification will occur immediately prior to the completion of this offering, as if such conversion and reclassification had occurred on January 31, 2018; and (4) the filing and effectiveness of our amended and restated articles of incorporation; and

•

on a pro forma as adjusted basis, giving effect to (1) the pro forma adjustments set forth above and the sale of shares of our Class A common stock offered by us in this offering, based on an assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses, and (2) the automatic conversion of shares of our Class B common stock into an equivalent number of shares of our Class A common stock upon their sale by the selling shareholders in this offering.

The pro forma as adjusted information set forth in the table below is illustrative only and will be adjusted based on the actual initial public offering price and other final terms of this offering. You should read this table together with our consolidated financial statements and related notes, and the sections titled “Selected Consolidated Financial and Other Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that are included elsewhere in this prospectus.



	As of January 31, 2018
	Actual			Pro Forma			Pro Forma As Adjusted
	(in thousands, except share and per share data)
Cash and cash equivalents	$	58,158		$	58,158		$
Convertible preferred stock warrant liability	1,272			—
Convertible preferred stock, no par value; 67,756,647 shares authorized, 67,619,377 shares issued and outstanding, actual; no shares authorized, issue or outstanding, pro forma and pro forma as adjusted.	112,687			—
Shareholders’ equity (deficit):
Preferred stock, no par value; no shares authorized, issued and outstanding, actual; shares authorized and no shares issued and outstanding, pro forma and pro forma as adjusted	—			—
Common stock, no par value; 107,679,381 shares authorized, 20,280,741 shares issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted	—			—
Class A common stock, no par value; no shares authorized, issued and outstanding, actual; shares authorized, no shares issued and outstanding, pro forma; shares authorized, shares issued and outstanding, pro forma as adjusted	—			—
Class B common stock, no par value; no shares authorized, issued and outstanding, actual; shares authorized, 88,760,473 shares issued and outstanding, pro forma; shares authorized, shares issued and outstanding, pro forma as adjusted	—			—
Additional paid-in capital	25,892			139,851
Accumulated deficit	(106,633		)	(106,633		)
Total shareholders’ equity (deficit)	(80,741		)	33,218
Total capitalization	$	33,218		$	33,218		$

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If the underwriters exercise their option to purchase additional shares to cover over-allotments in full, the pro forma as adjusted cash and cash equivalents, additional paid-in capital, and total shareholders’ equity (deficit) would increase by approximately $ million, after deducting the estimated underwriting discounts and commissions, and we would have shares of our Class A common stock and shares of our Class B common stock issued and outstanding, pro forma as adjusted.

Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, whi ch is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, our cash and cash equivalents, additional paid-in capital, and total shareholders’ equity (deficit) by app roximately $ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions. Similarly, each increase or decrease of one million shares in the number of shares offered by us would increase or decrease, as applicable, our cash and cash equivalents, additional paid-in capital, and total shareholders’ equity (deficit) by approximately $ million, assuming that the assumed initial public offering price of $ , which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions.


•	13,355,439 shares of our Class B common stock issuable upon the exercise of options outstanding as of January 31, 2018, with a weighted-average exercise price of $2.91 per share, of which 882,757 shares were issued upon the exercise of options between February 1, 2018 and March 20, 2018 ;


•	2,903,920 shares of our Class B common stock issuable upon the exercise of options that were granted between February 1, 2018 and March 20, 2018 , with an exercise price of $9.53 per share;


•	130,000 shares of our Class B common stock issuable upon the vesting of RSUs outstanding as of January 31, 2018;

•

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DILUTION

If you invest in our Class A common stock in this offering, your ownership interest will be diluted to the extent of the difference between the initial public offering price per share of our Class A common stock and the pro forma as adjusted net tangible book value per share of our Class A common stock immediately after this offering. Net tangible book value dilution per share to new investors represents the difference between the amount per share paid by investors purchasing shares of our Class A common stock in this offering and the pro forma as adjusted net tangible book value per share of our Class A common stock immediately after completion of this offering.

Net tangible book value per share is determined by dividing our total tangible assets less our total liabilities by the number of shares of common stock outstanding. Our historical net tangible book value (deficit) as of January 31, 2018 was $ million, or $ per share. Our pro forma net tangible book value (deficit) as of January 31, 2018 was $ million, or $ per share, based on the total number of shares of our common stock outstanding as of January 31, 2018 , after giving effect to (1) the redesignation of our outstanding common stock as Class B common stock on , 2018; (2) the automatic conversion of all outstanding shares of our convertible preferred stock as of January 31, 2018 into an aggregate of 68,479,732 shares of our Class B common stock; (3) the reclassification of the convertible preferred stock warrant liability to additional paid-in capital, which conversion and reclassification will occur immediately prior to the completion of this offering; and (4) the filing and effectiveness of our amended and restated articles of incorporation.

After giving effect to the sale by us of shares of our Class A common stock in this offering at the assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses, our pro forma as adjusted net tangible book value as of January 31, 2018 would have been $ million, or $ per share. This represents an immediate increase in pro forma net tangible book value of $ per share to our existing shareholders and an immediate dilution of $ per share to investors purchasing shares of our Class A common stock in this offering at the assumed initial public offering price. The following table illustrates this dilution on a per share basis to new investors:

The following table illustrates this dilution on a per share basis to new investors:



Assumed initial public offering price per share		$
Pro forma net tangible book value (deficit) per share as of January 31, 2018	$
Increase in pro forma net tangible book value (deficit) per share attributable to new investors in this offering
Pro forma as adjusted net tangible book value per share immediately after this offering
Dilution in pro forma net tangible book value (deficit) per share to new investors in this offering		$

Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, our pro forma as adjusted net tangible book value per share to new investors by $ , and would increase or decrease, as applicable, dilution per share to new investors in this offering by $ , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions. Similarly, each increase or decrease of one million shares in the number of shares offered by us would increase or decrease, as applicable, dilution per share to new investors in this offering by $ , assuming that the assumed initial public offering price of $ , which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions.

If the underwriters exercise their option to purchase additional shares to cover over-allotments in full, the pro forma as adjusted net tangible book value per share immediately after this offering would be $ per share, and the dilution in pro forma net tangible book value per share to new investors in this offering would be $ per share.

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The following table presents, on a pro forma as adjusted basis as described above, as of January 31, 2018 , the differences between our existing shareholders and new investors purchasing shares of our Class A common stock in this offering with respect to the number of shares purchased from us, the total consideration paid or to be paid to us (which includes net proceeds received by us from the issuance of common stock and convertible preferred stock, and cash received from the exercise of stock options), and the average price per share paid or to be paid to us at an assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, before deducting the estimated underwriting discounts and commissions and estimated offering expenses:



	Shares Purchased			Total Consideration			Average Price Per Share
	Number	Percent		Amount	Percent		Average Price Per Share
Existing shareholders		%		$	%		$
New investors
Totals		100.0	%	$	100.0	%

Sales of shares of Class A common stock by the selling shareholders in this offering will reduce the number of shares of common stock held by existing shareholders to , or approximately % of the total shares of common stock outstanding after this offering, and will increase the number of shares held by new investors to , or approximately % of the total shares of common stock outstanding after this offering.

Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the total consideration paid by new investors and total consideration paid by all shareholders by approximately $ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions. In addition, to the extent any outstanding stock options are exercised, new investors will experience further dilution.

Except as otherwise indicated, the above discussion and tables assume no exercise of the underwriters’ option to purchase additional shares to cover over-allotments. If the underwriters exercise their option to purchase additional shares to cover over-allotments in full, our existing shareholders would own % and our new investors would own % of the total number of shares of our common stock outstanding upon the completion of this offering.


•	13,355,439 shares of our Class B common stock issuable upon the exercise of options outstanding as of January 31, 2018, with a weighted-average exercise price of $2.91 per share, of which 882,757 shares were issued upon the exercise of options between February 1, 2018 and March 20, 2018 ;


•	2,903,920 shares of our Class B common stock issuable upon the exercise of options that were granted between February 1, 2018 and March 20, 2018 , with an exercise price of $9.53 per share;


•	130,000 shares of our Class B common stock issuable upon the vesting of RSUs outstanding as of January 31, 2018;

•

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SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables summarize our financial and other data. We derived our selected consolidated statements of operations data for the fiscal years ended January 31, 2016, 2017, and 2018 and our selected consolidated balance sheet data as of January 31, 2017 and 2018 from our audited consolidated financial statements included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results that may be expected for any future period. You should read the following selected consolidated financial and other data in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, the accompanying notes and other financial information included elsewhere in this prospectus. Our fiscal year end is January 31 and references throughout this prospectus to a given fiscal year are to the 12 months ended on that date.



	Year Ended January 31,
	2016			2017			2018
	(in thousands, except per share data)
Consolidated Statements of Operations Data:
Revenue
Subscription	$	39,568		$	62,416		$	100,368
Professional services	1,183			4,548			10,885
Total revenue	40,751			66,964			111,253
Cost of revenue
Subscription ⁽¹⁾	6,961			10,117			13,008
Professional services ⁽¹⁾	1,636			4,016			8,674
Total cost of revenue	8,597			14,133			21,682
Gross profit	32,154			52,831			89,571
Operating expenses
Research and development ⁽¹⁾	12,900			19,640			37,590
Sales and marketing ⁽¹⁾	28,440			40,071			72,925
General and administrative ⁽¹⁾	5,163			8,275			28,034
Total operating expenses	46,503			67,986			138,549
Loss from operations	(14,349		)	(15,155		)	(48,978		)
Interest expense and other, net	—			(29		)	(435		)
Net loss before provision (benefit) for income taxes	(14,349		)	(15,184		)	(49,413		)
Provision (benefit) for income taxes	—			—			(307		)
Net loss	(14,349		)	(15,184		)	(49,106		)
Deemed dividend ⁽²⁾	—			—			(4,558		)
Net loss attributable to common shareholders	$	(14,349	)	$	(15,184	)	$	(53,664	)
Net loss per share attributable to common shareholders, basic and diluted ⁽³⁾	$	(1.03	)	$	(1.00	)	$	(2.94	)
Weighted-average shares outstanding used to compute net loss per share attributable to common shareholders, basic and diluted ⁽³⁾	13,877			15,241			18,273
Pro forma net loss per share attributable to common shareholders, basic and diluted ⁽³⁾							$	(0.62	)
Weighted-average shares used to compute pro forma net loss per share attributable to common shareholders, basic and diluted ⁽³⁾							84,868

(1) Amounts include share-based compensation expense other than related to the 2017 Tender Offer (see footnote 2) as follows:

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	Year Ended January 31,
	2016		2017		2018
	(in thousands)
Cost of subscription revenue	$	23	$	35	$	43
Cost of professional services revenue	4		26		58
Research and development	235		452		905
Sales and marketing	1,348		428		1,124
General and administrative	69		193		864
Total share-based compensation expense	$	1,679	$	1,134	$	2,994

Amounts also include share-based compensation expense related to the 2017 Tender Offer (see footnote 2) as follows:



	Year Ended January 31,
	2016		2017		2018
	(in thousands)
Cost of subscription revenue	$	—	$	—	$	53
Cost of professional services revenue	—		—		9
Research and development	—		—		5,124
Sales and marketing	—		—		583
General and administrative	—		—		9,701
Total share-based compensation expense	$	—	$	—	$	15,470


(2)	See the section titled “Certain Relationships and Related-Party Transactions—2017 Tender Offer” for further information.


(3)	Please refer to Note 5 to our consolidated financial statements included elsewhere in this prospectus for an explanation of the calculations of our net loss per share attributable to common shareholders, basic and diluted, and pro forma net loss per share attributable to common shareholders, basic and diluted.



	As of January 31,
	2017			2018

Consolidated Balance Sheet Data:
Cash, cash equivalents, and short-term investments	$	32,235		$	58,158
Working capital	(4,246		)	(1,234		)
Total assets	56,253			116,604
Deferred revenue, current and non-current	32,712			57,281
Convertible preferred stock warrant liability	477			1,272
Convertible preferred stock	60,260			112,687
Total shareholders’ deficit	(52,743		)	(80,741		)

Key Business Metrics

Domain-based customers, defined as customers with a unique email domain name such as @cisco and @aramark , and average annualized contract values, or ACVs, as of the periods presented were as follows:



	As of January 31,
	2016		2017		2018
Domain-based customers at period end	53,920		66,645		74,116
Average ACV per domain-based customer	$	841	$	1,106	$	1,640

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Our dollar-based net retention rates for all customers for the trailing 12 month periods presented were as follows:



	Trailing 12 Months Ended January 31,
	2016		2017		2018
Dollar-based net retention rate for all customers	113	%	122	%	130	%

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the section titled “Selected Consolidated Financial and Other Data” and the consolidated financial statements and related notes thereto included elsewhere in this prospectus. This discussion contains forward‑looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” included elsewhere in this prospectus. Our fiscal year end is January 31 and references throughout this prospectus to a given fiscal year are to the 12 months ended on that date.

Overview

In 2005, our founders set out to build a universal application for work management. They realized that the “killer app” for team work management, tracking, project management, team collaboration, and flexible reporting did not exist. In the decade prior to Smartsheet, our founders had observed their customers across large and small businesses overwhelmingly using email and spreadsheets to manage their work. This combination fell short so regularly that many companies were launched each year to attempt to address the needs of people intent on graduating to something better. Our founders observed that these companies either focused on niche segments or applied rules and structure that did not fit how most people really worked, and were often abandoned. Our founders developed Smartsheet to be the universal answer to which all email and spreadsheet users could graduate because of its spreadsheet-like user interface and email-integrated design.

Since our founding, we have extended our platform to address the needs of our customers. Our additions and improvements to our platform have allowed us to address the needs of customers while driving revenue growth. We have built Smartsheet efficiently, having raised only approximately $112.7 million of external capital, with $58.2 million in cash and cash equivalents on our consolidated balance sheet as of January 31, 2018. We have no outstanding lines of credit.

Over the past 12 years, we have achieved several key milestones:


•	2005 : Founded company.


•	2006 : Launched platform.


•	2007 : Raised first outside funding.


•	2010 : Launched on Google Apps Marketplace.


•	2011 : Launched Salesforce integration.


•	2012 : Surpassed 10,000 total customers.


•	2013 : Released public API and surpassed 30,000 total customers.


•	2014 : L aunched App Gallery to showcase integrations with leading cloud-based solutions.


•	2015 : Surpassed 50,000 total customers, launched Smartdashboards and Connectors, won first place for “Best Microsoft 365 App,” and named Google’s Marketplace App of the Year.


•	2016 : Launched Control Center, surpassed 75,000 total customers, introduced the “Business” subscription plan, and released Card View and Atlassian Jira integration.


•	2017 : Opened Boston office, surpassed 90,000 total customers, launched Smartautomations, held first customer conference, ENGAGE, completed first business acquisition, and named Best Workplace in Washington by the Puget Sound Business Journal.

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Our customers represent both domain-based accounts associated with a business or public sector organization, and a much smaller number of Internet service provider-based accounts, or ISP-based accounts. We define domain-based customers as organizations with a unique email domain name such as @cisco and @aramark. An ISP customer is typically a small team or an individual that registers for our services with an email address hosted on a widely used domain such as @gmail, @outlook, or @yahoo. As of January 31, 2018, we had more than 92,000 total customers, of which more than 74,000 were domain-based. No single customer represented more than 3% of our total revenue for any of the years ended January 31, 2016, 2017, and 2018, and our 10 largest customers comprised less than 10% of our total revenue for those periods.

We generate revenue primarily from the sale of subscriptions to our cloud-based platform. For subscriptions, customers select the plan that meets their needs and can begin using Smartsheet within minutes. We offer four subscription levels: Individual, Team, Business, and Enterprise, the pricing for which varies by the capabilities provided. Over half of our annualized contract value, or ACV, comes from our Business and Enterprise packages. Customers can also purchase Connectors, which provide data integration and automation to third-party applications from Salesforce, Atlassian, and ServiceNow. Revenue is generated on a per-Connector basis, annually. We also offer Control Center, which enables customers to implement solutions for a specific use case for large scale projects or initiatives. Professional services are offered to help customers create and administer solutions for specific use cases.

Customers can begin using our platform by purchasing a subscription directly from our website or through our sales force, starting a free trial, or working as a collaborator on a project. The majority of our revenue comes from our inside sales team and self-service sales through our website. Our inside sales team utilizes an internally developed lead scoring engine which enables them to identify trial users and collaborators with the highest probability of conversion. Our field sales team focuses on larger businesses where we already have a deployment and have identified significant expansion opportunities. We also use resellers to sell in international markets where we have limited or no sales presence as well as in the United States to sell to customers who prefer to buy through a partner.

We offer a free 30-day trial, which gives users access to all of the features of an Individual account, as well as additional features available to a Business account. In each of the last 12 months, we have generated over 100,000 new trials. Our user base includes paid users, as well as collaborators who are invited to work on our platform by a paid user and can be inside or outside a user’s organization. Collaborators can continue to use our platform with limited functionality. Over time, many of our collaborators have become paid users. Although we do not track or monitor these metrics on a regular basis when engaging in business planning or otherwise evaluating the performance of our business, we believe they illustrate that we are still in the early stages of penetrating our addressable market of an estimated 865 million knowledge workers.

The majority of our subscriptions are sold on an annual basis, with some online purchases sold as monthly subscriptions, and very few multi-year or quarterly subscriptions. The majority of our customers pay annually in advance, and we expect that to continue, providing us with revenue visibility through our short-term deferred revenue balance.

Our customers can begin using our platform immediately upon purchase and for most use cases do not require professional services for implementation. Our customers sometimes elect to engage consulting or training in order to optimize the way in which they use our platform. Our customers buy training services primarily to familiarize themselves with various features of our platform and to learn about different use cases to which Smartsheet can be applied.

We have achieved significant growth in recent periods. For the years ended January 31, 2016, 2017, and 2018, our total revenue was $40.8 million, $67.0 million, and $111.3 million , respectively, representing period-over-period total revenue growth of 64% and 66%, respectively. For the years ended January 31, 2016, 2017, and 2018, our net loss was $14.3 million, $15.2 million, and $49.1 million, respectively. For the years ended January 31, 2016, 2017, and 2018, cash provided by (used in) operations was $(4.7) million, $0.1 million, and $(13.6) million, respectively.

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Key Factors Affecting Our Performance

Acquiring new customers

We are focused on continuing to grow our customer base. As of January 31, 2018, we had over 74,000 domain-based customers in over 190 countries, which spanned across organizations of a broad range of sizes and industries, compared to over 66,000 domain-based customers as of January 31, 2017. We also have more than 18,000 ISP-based customers as of January 31, 2018. Our operating results and growth prospects will depend in part on our ability to acquire, and expand within, new domain-based customers.

Expansion of Smartsheet across existing customers

We employ a “land-and-expand” business model that focuses on efficiently acquiring new customers and expanding relationships with existing customers over time. Our domain-based customers typically begin by purchasing a small number of subscriptions and then expand over time, increasing the number of paying users, use cases, and premium solutions such as our Connectors and Control Center .

Our dollar-based net retention rate for all customers, including domain-based and ISP-based customers, has increased in recent quarters as shown in the chart below:

Dollar-Based Net Retention Rate

As of January 31, 2018, we had over 74,000 domain-based customers, including 90 companies in the Fortune 100, and two-thirds of the companies in the Fortune 500. We believe that there is a large opportunity for growth at many of our existing domain-based customers. We believe that the viral nature of our offering within and outside our current customers combined with development of new capabilities and our focused sales and marketing efforts will lead to continued expansions at those customers. Our operating results and prospects will continue to depend on the effectiveness of our “land-and-expand” strategy.

Continued investment in growth

We plan to continue to invest in our business so that we can capitalize on our market opportunity. We plan to grow our field sales teams in order to target expansion within our largest enterprise customers and modestly grow our inside sales team to target new customers and expansion opportunities. Our investment in research and development efforts will also continue to increase in absolute dollars as we enhance functionality of our platform. We will continue to invest in software development talent at our Bellevue, Boston, and Edinburgh (U.K.) offices. As

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our customers scale, we will make incremental investments in our co-location data centers and may expand our use of public cloud infrastructure.

International expansion

Revenue generated from non-U.S. customers during the year ended January 31, 2018 was 27% of our total revenue. To date, substantially all of our revenue from international customers has been generated without establishing a presence outside the United States. Historically, we have sold to international customers primarily through our website or through resellers. We believe that there is significant opportunity to grow our international business. This year, we have started to cover some international sales territories with sales representatives based in the United States and we plan to add local sales support in select international markets over time. We believe global demand for our platform and offerings will continue to increase as international market awareness of Smartsheet grows.

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.

Number of customers

W e believe that the number of customers, particularly our domain-based customers, using our platform is an indicator of our market penetration, the growth of our business, and our potential future business opportunities. Increasing awareness of our platform and its broad range of capabilities, coupled with the mainstream adoption of cloud-based technology, has expanded the diversity of our customer base to include organizations of all sizes acro ss virtually all industries. As of January 31, 2018 , we had 92,501 total customers and 74,116 domain-based customers. Over time, larger customers have constituted a greater share of our total revenue. As of January 31, 2018 , domain-based customers represented approximately 95% of our ACV as described below. The number of our customers who contribute $5,000 or more in ACV grew from 1,201 as of January 31, 2016, to 2,088 as of January 31, 2017, and 3,790 as of January 31, 2018. The number of our customers who contribute $50,000 or more in ACV grew from 29 as of January 31, 2016, to 76 as of January 31, 2017, and 189 as of January 31, 2018.



	As of
	Apr. 30, 2016	Jul. 31, 2016	Oct. 31, 2016	Jan. 31, 2017	Apr. 30, 2017	Jul. 31, 2017	Oct. 31, 2017	Jan. 31, 2018
Domain-based customers at period end	57,844	61,210	64,776	66,645	69,039	71,021	72,529	74,116

Our customer count may fluctuate as a result of a number of factors, including our ability to generate new customers, satisfaction with our platform at new and existing customers, price changes, our ability to continue to innovate and build on our platform, and the other risk factors included in this prospectus.

Average ACV per domain-based customer

We use average ACV per domain-based customer to measure customer commitment to our platform and sales force productivity. We define average ACV per domain-based customer as total outstanding ACV for domain-based subscriptions as of the end of the reporting period divided by the number of domain-based customers as of the same date.

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We have a wide range of ACV per domain-based customer, with our largest customer having an ACV of more than $2 million per year. Our ACV for the cohort of all customers with $5,000 or more in annual contract value as of January 31, 2016 was $13,171, and grew to $19,809 and $29,694 as of January 31, 2017 and 2018, respectively. We expect our ACV per domain-based customer to increase over time as more licensed users within a domain subscribe to our platform and purchase additional subscription services.



	As of
	Apr. 30, 2016		Jul. 31, 2016		Oct. 31, 2016		Jan. 31, 2017		Apr. 30, 2017		Jul. 31, 2017		Oct. 31, 2017		Jan. 31, 2018
Average ACV per domain-based customer	$	897	$	955	$	1,016	$	1,106	$	1,230	$	1,346	$	1,491	$	1,640

Our average ACV per domain-based customer may fluctuate as a result of a number of factors, including our customers’ satisfaction with our platform, the continuation of increasing dollar-based net retention rate, economic environment surrounding our existing and new customers, and the other risk factors included in this prospectus.

Dollar-based net retention rate

The dollar-based net retention rate is used by us to evaluate the long-term value of our customer relationships and is driven by our ability to retain and expand the subscription revenue generated from our existing customers. Our dollar-based net retention rate compares our subscription revenue from the same set of customers across comparable periods .



	Trailing 12 Months Ended
	Apr. 30, 2016		Jul. 31, 2016		Oct. 31, 2016		Jan. 31, 2017		Apr. 30, 2017		Jul. 31, 2017		Oct. 31, 2017		Jan. 31, 2018
Dollar-based net retention rate for all customers	116	%	118	%	119	%	122	%	124	%	126	%	129	%	130	%

Our dollar-based net retention rate for customers with ACV of $5,000 or more was 149% for the trailing 12 months ended January 31, 2018. This cohort represented approximately 54% of our total ACV as of January 31, 2018.

We calculate dollar-based net retention rate as of a period end by starting with the ACV from the cohort of all customers as of the 12 months prior to such period end, or Prior Period ACV. We then calculate the ACV from these same customers as of the current period end, or Current Period ACV. Current Period ACV includes any upsells and is net of contraction or attrition over the trailing 12 months, but excludes subscription revenue from new customers in the current period. We then divide the total Current Period ACV by the total Prior Period ACV to arrive at the dollar-based net retention rate.

Our dollar-based net retention rate may fluctuate as a result of a number of factors, including the level of our customers’ satisfaction with our platform and the level of penetration within our customer base.

Components of Results of Operations

Revenue

Subscription revenue

Subscription revenue primarily consists of fees from customers for access to our cloud-based platform. Subscription revenue is driven primarily by the number of domain-based customers and changes in their subscription levels, and, to a lesser extent, subscriptions to cloud-based premium solutions. We recognize subscription revenue ratably over the term of the subscription period beginning on the date access to our platform is provided as no implementation work is required, assuming all other revenue recognition criteria have been met.

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Professional services revenue

Professional services revenue includes primarily fees for consulting and training services. Our consulting services consist of platform configuration and use case optimization, and are primarily invoiced on a time and materials basis, with some smaller engagements being provided for a fixed fee. We recognize revenue for our consulting services as those services are delivered. Our training services are delivered either remotely or at the customer site. Training services are charged for on a fixed-fee basis and we recognize revenue after the training program is delivered. Our consulting and training services are generally considered to be distinct, for accounting purposes, and we recognize revenue as services are performed or upon completion of work. We expect that professional services revenue will continue to grow in absolute dollars and may grow as a percentage of total revenue in the near term as we add headcount to satisfy customer demand for consulting and training services.

Cost of revenue and gross margin

Cost of subscription revenue

Cost of subscription revenue primarily consists of employee-related costs such as salaries, wages, and related benefits; expenses related to hosting our services and providing support, including third-party hosting fees; payment processing fees; costs of Connectors between Smartsheet and third-party applications; software and mainten ance costs; and allocated overhead.

We intend to continue to invest in our platform infrastructure and our support organization. We currently utilize third-party co-location data centers and public cloud service providers. As our platform scales, we may require additional investments in infrastructure to host our platform and support our customers, which may negatively impact our subscription gross margin.

Cost of professional services revenue

Cost of professional services revenue consists primarily of employee-related costs for our consulting and training teams, travel-related costs, costs of outside services associated with supplementing our internal staff, and allocated overhead.

Gross margin

Gross margin is calculated as gross profit expressed as a percentage of total revenue. Our gross margin may fluctuate from period to period as our revenue mix fluctuates, and as a result of the timing and amount of investments to expand our hosting capacity, our continued building of application support and professional services teams, increased share-based compensation expense, as well as the relative proportions of total revenue provided by subscriptions or professional and other services in a given time period. As we continue to expand our professional services offerings in the future, we expect our total gross margin percentage to gradually decline.

Operating expenses

Research and development

Research and development expenses consist primarily of employee-related costs, costs of outside services used to supplement our internal staff, hardware- and software-related costs, recruiting expenses, and overhead allocations. We consider continued investment in our development talent and our platform to be important for our growth. We expect our research and development expenses to increase in absolute dollars as our business grows and to gradually decrease over the long term as a percentage of total revenue due to economies of scale.

Sales and marketing

Sales and marketing expenses consist primarily of employee-related costs, costs of general marketing and promotional activities, third-party software related expenses, travel-related expenses, recruiting expenses, costs to host ENGAGE, and allocated overhead. Commissions earned by our sales force that are incremental to each customer contract, along with related fringe benefits and taxes, are capitalized and amortized over an estimated

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useful life of three years. We expect our sales and marketing expenses will increase in absolute dollars and continue to be our largest operating expense category for the foreseeable future as we expand our sales and marketing efforts, although we will continue to maintain a prudent expense philosophy. We also expect that sales and marketing expenses will increase as we continue to invest in marketing, and as we expect more of our future revenue to come from our inside and direct sales model and resellers rather than through unassisted self-service sales.

General and administrative

General and administrative expenses consist primarily of employee-related costs for finance, accounting, legal, IT, and human resources personnel. In addition, general and administrative expenses include non-personnel costs, such as legal, accounting, and other professional fees, hardware and software costs, certain tax, license and insurance related expenses, and allocated overhead.

Following the completion of this offering, we expect to incur additional expenses as a result of operating as a public company, including costs to comply with the rules and regulations applicable to companies listed on a national securities exchange, costs related to compliance and reporting obligations pursuant to the rules and regulations of the SEC, and increased expenses for insurance, investor relations, and professional services. We expect our general and administrative expenses to increase in absolute dollars as our business grows, and to gradually decrease over the long term as a percentage of total revenue due to economies of scale.

Other income (expense), net

Other income (expense), net consists of interest income from our investment holdings, interest expense associated with our capital leases, foreign exchange gains and losses, and expenses resulting from the revaluation of our convertible preferred stock warrant liability. Our convertible preferred stock warrant liability will be converted to additional paid-in capital upon the completion of this offering.

Provision for income taxes

Our provision for income taxes has not been historically significant to our business as we have incurred operating losses to date. We maintain a full valuation allowance on our U.S. federal, state and foreign deferred tax assets as we have concluded that it is not more likely than not that the deferred assets will be realized.

2017 Tender Offer

During the three months ended July 31, 2017, we facilitated a tender offer, or the 2017 Tender Offer, in which our current and former employees and directors were able to sell a portion of their vested shares of common stock to certain existing investors. We recorded share-based compensation expense for the amount paid to current and former employees and directors in excess of the estimated fair value of our common stock. That total amount resulted in $15.5 million incremental expense for the three months ended July 31, 2017 and year ended January 31, 2018, of which $0.1 million was recorded to cost of revenue, $5.1 million was recorded to research and development expense, $0.6 million was recorded to sales and marketing expense, and $9.7 million was recorded to general and administrative expense. In addition, the excess over the estimated fair value of the sale price of the common and convertible preferred stock sold by non-employees, totaling $4.6 million, was recorded as a deemed dividend within additional paid-in capital. Our quarterly trends in total operating expenses, operating loss, and net loss, were significantly impacted by this transaction which took place and was completed during the three months ended July 31, 2017.

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Results of Operations

The following tables set forth our results of operations for the periods presented and as a percentage of our total revenue for those periods:



	Year Ended January 31,
	2016			2017			2018
Revenue				(in thousands)
Subscription	$	39,568		$	62,416		$	100,368
Professional services	1,183			4,548			10,885
Total revenue	40,751			66,964			111,253
Cost of revenue
Subscription ⁽¹⁾	6,961			10,117			13,008
Professional services ⁽¹⁾	1,636			4,016			8,674
Total cost of revenue	8,597			14,133			21,682
Gross profit	32,154			52,831			89,571
Operating expenses
Research and development ⁽¹⁾	12,900			19,640			37,590
Sales and marketing ⁽¹⁾	28,440			40,071			72,925
General and administrative ⁽¹⁾	5,163			8,275			28,034
Total operating expenses	46,503			67,986			138,549
Loss from operations	(14,349		)	(15,155		)	(48,978		)
Interest expense and other, net	—			(29		)	(435		)
Net loss before provision (benefit) for income taxes	(14,349		)	(15,184		)	(49,413		)
Provision (benefit) for income taxes	—			—			(307		)
Net loss	$	(14,349	)	$	(15,184	)	$	(49,106	)


(1)	Amounts include share-based compensation expense other than related to the 2017 Tender Offer as follows:



	Year Ended January 31,
	2016		2017		2018
			(in thousands)
Cost of subscription revenue	$	23	$	35	$	43
Cost of professional services revenue	4		26		58
Research and development	235		452		905
Sales and marketing	1,348		428		1,124
General and administrative	69		193		864
Total share-based compensation expense	$	1,679	$	1,134	$	2,994

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Amounts also include share-based compensation expense related to the 2017 Tender Offer as follows:



	Year Ended January 31,
	2016		2017		2018
			(in thousands)
Cost of subscription revenue	$	—	$	—	$	53
Cost of professional services revenue	—		—		9
Research and development	—		—		5,124
Sales and marketing	—		—		583
General and administrative	—		—		9,701
Total share-based compensation expense	$	—	$	—	$	15,470

The following table sets forth the components of our statements of operations data, for each of the periods presented, as a percentage of total revenue.



	Year Ended January 31,
	2016		2017		2018
	(as a percentage of total revenue)
Revenue
Subscription	97	%	93	%	90	%
Professional services	3		7		10
Total revenue	100		100		100
Cost of revenue
Subscription	17		15		12
Professional services	4		6		8
Total cost of revenue	21		21		19
Gross profit	79		79		81
Operating expenses
Research and development	32		29		34
Sales and marketing	70		60		66
General and administrative	13		12		25
Total operating expenses	115		101		125
Loss from operations	(36	)	(22	)	(44	)
Interest expense and other, net	—		—		—
Net loss before provision (benefit) for income taxes	(36	)	(22	)	(44	)
Provision (benefit) for income taxes	—		—		—
Net loss	(36	)%	(22	)%	(44	)%

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Comparison of the years ended January 31, 2017 and 2018

Revenue



	Year Ended January 31,						Change
	2017			2018			Amount		%
	(dollars in thousands)
Revenue
Subscription	$	62,416		$	100,368		$	37,952	61	%
Professional services	4,548			10,885			6,337		139	%
Total revenue	$	66,964		$	111,253		$	44,289	66	%
Percentage of total revenue
Subscription revenue	93		%	90		%
Professional services revenue	7		%	10		%

The increase in subscription revenue between periods was driven by contributions from new customers, as evidenced by the 11% increase in the number of domain-based customers, closely followed by increased contributions from existing customers, as evidenced by our dollar-based net retention rate of 130% for the trailing 12-month period ended January 31, 2018. During the 12-month period ended January 31, 2018, the number of customers with ACVs of $50,000 or more increased by 149%.

The increase in professional services was primarily driven by increasing demand for our consulting and training services.

Cost of revenue, gross profit, and gross margin



	Year Ended January 31,						Change
	2017			2018			Amount		%
	(dollars in thousands)
Cost of revenue
Subscription	$	10,117		$	13,008		$	2,891	29	%
Professional services	4,016			8,674			4,658		116	%
Total cost of revenue	$	14,133		$	21,682		$	7,549	53	%
Gross profit	$	52,831		$	89,571		$	36,740	70	%
Gross margin
Subscription	84		%	87		%
Professional services	12		%	20		%
Total gross margin	79		%	81		%

The increase in cost of subscription revenue was primarily due to an increase of $1.2 million in employee-related expenses due to increased headcount, an increase of $0.5 million in credit card processing fees, an increase of $0.5 million in costs of delivering Connectors to third-party applications, an increase of $0.4 million in data center and hosting-related costs as we increased capacity to support our growth, an increase of $0.2 million in allocated overhead costs, and an increase of $0.1 million in software subscription costs.

Our gross margin for subscription revenue increased as we continued to realize gains from economies of scale.

The increase in cost of professional services was primarily due to an increase of $3.6 million in employee-related expenses as we continued to grow our professional services offerings and workforce, an increase of $0.4 million in allocated overhead costs, an increase of $0.2 million in travel-related expenses as we delivered more

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professional services engagements in remote locations, an increase of $0.2 million in training costs and billable expenses, an increase of $0.1 million in software subscription costs, and an increase of $0.1 million for recruiting expenses.

Our gross margin for professional services increased because the timing for additional hiring lagged the delivery of services. We expect our gross margin for professional services to decline as we expand and build our team to support increasing demand.

Operating expenses

Research and development expenses



	Year Ended January 31,						Change
	2017			2018			Amount		%
	(dollars in thousands)
Research and development	$	19,640		$	37,590		$	17,950	91	%
Percentage of total revenue	29		%	34		%

The increase in research and development expenses was primarily due to an increase of $15.1 million in employee-related expenses due to increased headcount, of which $5.1 million was related to share-based compensation expense from the 2017 Tender Offer and $0.5 million was related to all other share-based compensation expense, an increase of $1.2 million for software subscription costs and hardware maintenance expenses, an increase of $1.1 million in allocated overhead costs, an increase of $0.4 million in travel-related expenses, and an increase of $0.2 million for fees from external parties used to supplement our internal workforce and recruiting expenses.

Sales and marketing expenses



	Year Ended January 31,						Change
	2017			2018			Amount		%
	(dollars in thousands)
Sales and marketing	$	40,071		$	72,925		$	32,854	82	%
Percentage of total revenue	60		%	66		%

The increase in sales and marketing expenses was primarily due to an increase of $21.5 million in employee-related expenses due to higher headcount, of which $0.6 million related to share-based compensation expense from the 2017 Tender Offer and $0.7 million related to all other share-based compensation expenses, an increase in marketing and event costs of $4.3 million partially due to our first ENGAGE customer conference conducted in September 2017, an increase of $2.7 million in allocated overhead expenses, an increase of $1.8 million in travel-related expenses, an increase of $1.3 million in consulting services, an increase of $0.9 million in software subscription costs, and an increase of $0.4 million for recruiting expenses.

General and administrative expenses



	Year Ended January 31,						Change
	2017			2018			Amount		%
	(dollars in thousands)
General and administrative	$	8,275		$	28,034		$	19,759	239	%
Percentage of total revenue	12		%	25		%

The increase in general and administrative expenses was primarily due to an increase of $15.4 million in employee-related expenses due to higher headcount, of which $9.7 million related to share-based compensation

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expense associated with the 2017 Tender Offer and $0.7 million related to all other share-based compensation expense. The remaining $4.4 million of the increase was primarily due to an increase in professional services of $1.3 million in areas of systems implementation, legal, and accounting as we prepared for readiness as a public company, an increase of $0.9 million in taxes, licenses, and insurance related expenses, an increase of $0.7 million in software subscription costs, an increase of $0.6 million in allocated overhead expenses, an increase of $0.3 million for travel-related expenses, an increase of $0.3 million for recruiting and other professional fees, and an increase of $0.3 million for bad debt expense associated with higher accounts receivable balances.

Comparison of the years ended January 31, 2016 and 2017

Revenue



	Year Ended January 31,						Change
	2016			2017			Amount		%
	(dollars in thousands)
Revenue
Subscription	$	39,568		$	62,416		$	22,848	58	%
Professional services	1,183			4,548			3,365		284	%
Total revenue	$	40,751		$	66,964		$	26,213	64	%
Percentage of total revenue
Subscription revenue	97		%	93		%
Professional services revenue	3		%	7		%

The i ncrease in subscription revenue was driven primarily by the addition of new customers, as the number of domain-based customers increased by 24% f rom January 31, 2016 to January 31, 2017, as well as an increase in subscription levels, as a result of increases in users, and sales of additional products to existing customers as reflected in our dollar-based net retention rate of 122% for the year ended January 31, 2017. The number of customers with ACVs of $50,000 or more grew by 162% during the year ended January 31, 2017.

The increase in professional services revenue was due to continued demand for our training and consulting services; we first started selling professional services during the year ended January 31, 2015.

Cost of revenue, gross profit, and gross margin



	Year Ended January 31,						Change
	2016			2017			Amount		%
	(dollars in thousands)
Cost of revenue
Subscription	$	6,961		$	10,117		$	3,156	45	%
Professional services	1,636			4,016			2,380		145	%
Total cost of revenue	$	8,597		$	14,133		$	5,536	64	%
Gross profit	$	32,154		$	52,831		$	20,677	64	%
Gross margin
Subscription	82		%	84		%
Professional services	(38		)%	12		%
Total gross margin	79		%	79		%

The increase in cost of subscription revenue was primarily due to an increase of $1.2 million in employee-related costs due to higher headcount to support the growth in our subscription services, an increase of $1.1 million of data center and hosting-related costs as we increased capacity to support our growth, and an increase of $0.4

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million in payment processing fees due to the increased number of customers paying with credit cards. Additionally, professional services increased $0.1 million as we used more third-party contractors to supplement our internal workforce, software-related expenses increased by $0.1 million to support growth in the business, and allocated overhead increased $0.1 million.

The gross margin for subscription revenue increased as we gained economies of scale, partially offset by further investments in increased hosting capacity to support current and future growth.

The increase in cost of professional services revenue was primarily due to an increase of $2.1 million in employee-related costs due to higher headcount as we continued to build out our professional services offerings. Allocations of overhead expenses increased $0.3 million due to increased headcount and expanded office space.

Our gross margin for professional services revenue improved as we began to realize economies of scale for our professional services offerings which were first introduced to the market in the year ended January 31, 2015.

Our total gross margin remained at 79% during the years ended January 31, 2016 and 2017 as we gained economies of scale offset by further investments in increased hosting capacity to support current and future growth. We expect our total gross margin to remain steady or decline gradually over time as professional services become a larger part of our offering mix and we invest in additional data centers and solutions to meet global demand.

Operating expenses

Research and development expenses



	Year Ended January 31,						Change
	2016			2017			Amount		%
	(dollars in thousands)
Research and development	$	12,900		$	19,640		$	6,740	52	%
Percentage of total revenue	32		%	29		%

The increase in research and development expenses was primarily due to an increase of $5.2 million in employee-related expenses driven by increased headcount to invest in product development, including an increase of $0.2 million for share-based compensation expense, an increase of $0.8 million in fees paid to outside resources to supplement internal employees, an increase of $0.4 million related to allocated overhead, an increase of $0.2 million for software-related costs, and an increase of $0.1 million for recruiting expenses.

Sales and marketing expenses



	Year Ended January 31,						Change
	2016			2017			Amount		%
	(dollars in thousands)
Sales and marketing	$	28,440		$	40,071		$	11,631	41	%
Percentage of total revenue	70		%	60		%

The increase in sales and marketing expenses was primarily due to an increase of $7.9 million in employee-related expenses primarily due to higher headcount as we expanded our sales efforts, inclusive of $0.9 million decrease in share-based compensation expense, an increase of $1.2 million in software-related costs, an increase of $0.6 million in recruiting costs, an increase of $0.5 million in travel-related expenses, and an increase of $0.4 million in marketing and event costs. An additional $0.8 million of the increase was due to higher allocated overhead costs and increased expenses for consulting services of $0.2 million.

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General and administrative expenses



	Year Ended January 31,						Change
	2016			2017			Amount		%
	(dollars in thousands)
General and administrative	$	5,163		$	8,275		$	3,112	60	%
Percentage of total revenue	13		%	12		%

The increase in general and administrative expenses was primarily due to an increase of $2.1 million in employee-related expenses due to higher headcount to support our continued growth, of which $0.1 million related to share-based compensation expense, an increase of $0.3 million in software-related costs, and an increase of $0.3 million in allocated overhead costs. Additional increases of $0.1 million were recorded in each of travel-related expenses, bank charges, and professional services.

Quarterly Results of Operations and Other Data

The following tables set forth selected unaudited quarterly statements of operations data for each of the eight fiscal quarters ended January 31, 2018, as well as the percentage of total revenue that each line item represents for each quarter. The information for each of these quarters has been prepared on the same basis as the audited annual consolidated financial statements included elsewhere in this prospectus and, in the opinion of management, includes all adjustments, which consist only of normal recurring adjustments, necessary for the fair presentation of the results of operations for these periods. This data should be read in conjunction with our audited consolidated financial statements and related notes included elsewhere in this prospectus. These quarterly results are not necessarily indicative of our results of operations to be expected for any future period.



	Three Months Ended
	Apr. 30, 2016			Jul. 31, 2016			Oct. 31, 2016			Jan. 31, 2017			Apr. 30, 2017			Jul. 31, 2017			Oct. 31, 2017			Jan. 31, 2018

Revenue
Subscription	$	12,835		$	14,756		$	16,454		$	18,371		$	20,375		$	23,796		$	26,441		$	29,756
Professional services	821			1,037			1,386			1,304			1,861			2,871			2,946			3,207
Total revenue	13,656			15,793			17,840			19,675			22,236			26,667			29,387			32,963
Cost of revenue
Subscription ⁽¹⁾	2,112			2,328			2,689			2,988			2,989			3,433			3,278			3,308
Professional services ⁽¹⁾	696			1,003			1,102			1,215			1,508			1,944			2,385			2,837
Total cost of revenue	2,808			3,331			3,791			4,203			4,497			5,377			5,663			6,145
Gross profit	10,848			12,462			14,049			15,472			17,739			21,290			23,724			26,818
Operating expenses
Research and development ⁽¹⁾	4,107			4,525			5,045			5,963			6,508			12,588			8,901			9,593
Sales and marketing ⁽¹⁾	8,462			9,924			10,225			11,460			14,748			17,367			20,726			20,084
General and administrative ⁽¹⁾	1,557			1,776			2,069			2,873			3,680			14,046			4,552			5,756
Total operating expenses	14,126			16,225			17,339			20,296			24,936			44,001			34,179			35,433
Loss from operations	(3,278		)	(3,763		)	(3,290		)	(4,824		)	(7,197		)	(22,711		)	(10,455		)	(8,615		)
Interest income (expense) and other, net	119			31			(57		)	(122		)	13			(139		)	97			(406		)
Net loss before provision (benefit) for income taxes	(3,159		)	(3,732		)	(3,347		)	(4,946		)	(7,184		)	(22,850		)	(10,358		)	(9,021		)
Provision (benefit) for income taxes	—			—			—			—			—			—			—			(307		)
Net loss	$	(3,159	)	$	(3,732	)	$	(3,347	)	$	(4,946	)	$	(7,184	)	$	(22,850	)	$	(10,358	)	$	(8,714	)

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(1)	Amounts include share-based compensation expense other than related to the 2017 Tender Offer as follows:



	Three Months Ended
	Apr. 30, 2016		Jul. 31, 2016		Oct. 31, 2016		Jan. 31, 2017		Apr. 30, 2017		Jul. 31, 2017		Oct. 31, 2017		Jan. 31, 2018

Cost of subscription revenue	$	8	$	8	$	9	$	10	$	9	$	9	$	14	$	12
Cost of professional services revenue	4		6		8		8		12		11		17		18
Research and development	104		112		113		123		149		134		370		252
Sales and marketing	79		89		105		155		198		189		407		329
General and administrative	16		23		66		88		177		177		240		269
Total share-based compensation expense	$	211	$	238	$	301	$	384	$	545	$	520	$	1,048	$	880

Also include share-based expense compensation expense related to the 2017 Tender Offer as follows:



	Three Months Ended
	Apr. 30, 2016		Jul. 31, 2016		Oct. 31, 2016		Jan. 31, 2017		Apr. 30, 2017		Jul. 31, 2017		Oct. 31, 2017		Jan. 31, 2018

Cost of subscription revenue	$	—	$	—	$	—	$	—	$	—	$	53	$	—	$	—
Cost of professional services revenue	—		—		—		—		—		9		—		—
Research and development	—		—		—		—		—		5,124		—		—
Sales and marketing	—		—		—		—		—		583		—		—
General and administrative	—		—		—		—		—		9,701		—		—
Total share-based compensation expense	$	—	$	—	$	—	$	—	$	—	$	15,470	$	—	$	—

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All values from the statement of operations, expressed as percentage of total revenue were as follows:



	Three Months Ended
	Apr. 30, 2016		Jul. 31, 2016		Oct. 31, 2016		Jan. 31, 2017		Apr. 30, 2017		Jul. 31, 2017		Oct. 31, 2017		Jan. 31, 2018

Revenue
Subscription	94	%	93	%	92	%	93	%	92	%	89	%	90	%	90	%
Professional services	6		7		8		7		8		11		10		10
Total revenue	100		100		100		100		100		100		100		100
Cost of revenue
Subscription	15		15		15		15		13		13		11		10
Professional services	5		6		6		6		7		7		8		9
Total cost of revenue	20		21		21		21		20		20		19		19
Gross profit	80		79		79		79		80		80		81		81
Operating expenses
Research and development	30		29		28		30		29		47		30		29
Sales and marketing	62		63		57		58		66		65		71		61
General and administrative	11		11		12		15		17		53		15		17
Total operating expenses	103		103		97		103		112		165		116		107
Loss from operations	(23	)	(24	)	(18	)	(24	)	(32	)	(85	)	(35	)	(26	)
Interest income (expense) and other, net	1		—		—		(1	)	—		(1	)	—		(1	)
Net loss before provision (benefit) for income taxes	(22	)	(24	)	(18	)	(25	)	(32	)	(86	)	(35	)	(27	)
Provision (benefit) for income taxes	—		—		—		—		—		—		—		(1	)
Net loss	(22	)%	(24	)%	(18	)%	(25	)%	(32	)%	(86	)%	(35	)%	(26	)%

Quarterly revenue trends

Our quarterly revenue increased sequentially in each of the periods presented due primarily to increases in the number of new customers and expansion within existing customers, and sales of new offerings.

We believe that our professional services business is subject to negative seasonal trends during the holiday period of our fourth fiscal quarter due to the fewer number of business days during this period. The rapid growth in our business has offset this seasonal trend to date but its impact may be more pronounced in future periods.

Quarterly cost of revenue and gross margin trends

Our quarterly gross margin has remained relatively consistent, varying between 79% and 81%, as we have invested in our own co-location data centers, which has generated economies of scale, partially offset by a proportional increase in lower-margin professional services revenue. As our professional services business continues to grow and we establish new data centers or deploy additional cloud-based offerings, our gross margin could be negatively impacted.

Quarterly operating expense trends

Total costs and expenses generally increased sequentially for the fiscal quarters presented primarily due to the addition of personnel and investments in hardware and software in connection with the expansion of our business. Operating expenses for the three months ended July 31, 2017 were also affected by the incremental share-based compensation expense associated with the 2017 Tender Offer.

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Our sales and marketing expenses as a percentage of total revenue generated in the three months ended October 31, 2017 increased due to our first ENGAGE customer conference hosted in September 2017. We intend to host ENGAGE annually, typically during our third fiscal quarter.

Our general and administrative expenses as a percentage of total revenue increased in the quarter ended January 31, 2017 as we increased headcount to scale our general and administrative function. In addition, our general and administrative expenses as a percentage of total revenue increased in the quarter ended January 31, 2018 due to increased headcount and professional services and fees as we prepared to become a public company.

Non-GAAP Financial Measures

In addition to our results determined in accordance with GAAP, we believe the following non-GAAP financial measures are useful in evaluating our operating performance.



	Three Months Ended
	Apr. 30, 2016			Jul. 31, 2016			Oct. 31, 2016			Jan. 31, 2017			Apr. 30, 2017			Jul. 31, 2017			Oct. 31, 2017			Jan. 31, 2018

Free cash flow	$	(1,227	)	$	(1,299	)	$	2,352		$	(1,891	)	$	(7,749	)	$	(2,404	)	$	(5,151	)	$	(9,959	)
Non-GAAP gross profit	10,860			12,476			14,066			15,490			17,760			21,372			23,755			26,886
Non-GAAP operating loss	(3,067		)	(3,525		)	(2,989		)	(4,440		)	(6,652		)	(6,721		)	(9,407		)	(7,500		)
Calculated billings	17,380			19,470			20,663			22,591			30,336			33,617			32,520			39,349

Free cash flow

We define free cash flow as net cash used in operating activities less cash used for purchases of property and equipment and payments on capital lease obligations. We believe free cash flow facilitates period-to-period comparisons of liquidity. We consider free cash flow to be a key performance metric because it measures the amount of cash we generate from our operations after our capital expenditures, payments on capital lease obligations and changes in working capital. We use free cash flow in conjunction with traditional GAAP measures as part of our overall assessment of our liquidity, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies, and to communicate with our board of directors concerning our liquidity.

Non-GAAP gross profit and non-GAAP operating loss

We define non-GAAP gross profit as gross profit adjusted for share-based compensation expense, and amortization of acquisition related intangible assets.

We define non-GAAP operating loss as loss from operations adjusted for share-based compensation expense, amortization of acquisition related intangible assets, and one-time costs of acquisition.

We use non-GAAP gross profit and non-GAAP operating loss in conjunction with traditional GAAP measures to evaluate our financial performance.

Calculated billings

We define calculated billings as total revenue plus the change in deferred revenue in the period. Because we recognize subscription revenue ratably over the subscription term, calculated billings can be used to measure our subscription sales activity for a particular period, to compare subscription sales activity across particular periods, and as an indicator of future subscription revenue.

Because we generate most of our revenue from customers who are invoiced on an annual basis, and because we have a wide range of customers, from those who pay us less than $200 per year to those who pay us more than $2.0 million per year, we experience seasonality and variability that is tied to typical enterprise buying patterns and contract renewal dates of our largest customers. For example, a large proportion of our customers with annualized

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contract values greater than $100,000 currently have renewal invoice dates during the three months ending April 30. Furthermore, our largest customer was invoiced for more than $2.0 million during the three months ended July 31, 2017, causing an increase in calculated billings during that period. In addition, for the three months ended January 31, 2018, calculated billings increased significantly due to strong fiscal year-end sales, combined with strong renewals.

We expect that our billings trends will continue to vary in future periods as the timing of larger new deals and larger deal renewals drive fluctuations in future quarters.

Limitations and reconciliation of non-GAAP financial measures

Our non-GAAP financial measures have limitations as analytical tools and you should not consider them in isolation or as a substitute for an analysis of our results under GAAP. There are a number of limitations related to the use of these non-GAAP financial measures versus their nearest GAAP equivalents. First, free cash flow and calculated billings are not substitutes for net cash used in operating activities and total revenue, respectively. Similarly, non-GAAP gross profit and non-GAAP operating loss are not substitutes for gross profit and operating loss, respectively. Second, other companies may calculate similar non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. Additionally, the utility of free cash flow as a measure of our financial performance and liquidity is further limited as it does not represent the total increase or decrease in our cash balance for a given period. Furthermore, as calculated billings is affected by a combination of factors, including the timing of sales, the mix of monthly and annual subscriptions sold and the relative duration of subscriptions sold, and each of these elements has unique characteristics in the relationship between calculated billings and total revenue, our calculated billings activity is not closely correlated to revenue except over longer periods of time.

The following tables reconcile the most directly comparable GAAP financial measure to each of these non-GAAP financial measures.

Free cash flow



	Three Months Ended
	Apr. 30, 2016			Jul. 31, 2016			Oct. 31, 2016			Jan. 31, 2017			Apr. 30, 2017			Jul. 31, 2017			Oct. 31, 2017			Jan. 31, 2018

Net cash provided by (used in) operating activities	$	(843	)	$	(790	)	$	2,650		$	(959	)	$	(5,250	)	$	650		$	(2,366	)	$	(6,615	)
Less:
Purchases of property and equipment ⁽¹⁾	(384		)	(509		)	(298		)	(629		)	(2,013		)	(2,563		)	(2,185		)	(2,595		)
Payments on capital lease obligations	—			—			—			(303		)	(486		)	(491		)	(600		)	(749		)
Free cash flow	$	(1,227	)	$	(1,299	)	$	2,352		$	(1,891	)	$	(7,749	)	$	(2,404	)	$	(5,151	)	$	(9,959	)


(1)	Includes amounts related to capitalized internal-use software development costs.

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Non-GAAP gross profit



	Three Months Ended
	Apr. 30, 2016		Jul. 31, 2016		Oct. 31, 2016		Jan. 31, 2017		Apr. 30, 2017		Jul. 31, 2017		Oct. 31, 2017		Jan. 31, 2018

Gross profit	$	10,848	$	12,462	$	14,049	$	15,472	$	17,739	$	21,290	$	23,724	$	26,818
Add:
Share-based compensation expense	12		14		17		18		21		82		31		30
Amortization of acquisition-related intangible assets	—		—		—		—		—		—		—		38
Non-GAAP gross profit	$	10,860	$	12,476	$	14,066	$	15,490	$	17,760	$	21,372	$	23,755	$	26,886

Non-GAAP operating loss



	Three Months Ended
	Apr. 30, 2016			Jul. 31, 2016			Oct. 31, 2016			Jan. 31, 2017			Apr. 30, 2017			Jul. 31, 2017			Oct. 31, 2017			Jan. 31, 2018

Operating loss	$	(3,278	)	$	(3,763	)	$	(3,290	)	$	(4,824	)	$	(7,197	)	$	(22,711	)	$	(10,455	)	$	(8,615	)
Add:
Share-based compensation expense	211			238			301			384			545			15,990			1,048			880
Amortization of acquisition-related intangible assets	—			—			—			—			—			—			—			40
One-time costs of acquisition	—			—			—			—			—			—			—			195
Non-GAAP operating loss	$	(3,067	)	$	(3,525	)	$	(2,989	)	$	(4,440	)	$	(6,652	)	$	(6,721	)	$	(9,407	)	$	(7,500	)

Calculated billings



	Three Months Ended
	Apr. 30, 2016		Jul. 31, 2016		Oct. 31, 2016		Jan. 31, 2017		Apr. 30, 2017		Jul. 31, 2017		Oct. 31, 2017		Jan. 31, 2018

Total revenue	$	13,656	$	15,793	$	17,840	$	19,675	$	22,236	$	26,667	$	29,387	$	32,963
Add:
Deferred revenue (end of period)	23,296		26,973		29,796		32,712		40,812		47,762		50,895		57,281
Less:
Deferred revenue (beginning of period)	19,572		23,296		26,973		29,796		32,712		40,812		47,762		50,895
Calculated billings	$	17,380	$	19,470	$	20,663	$	22,591	$	30,336	$	33,617	$	32,520	$	39,349

Liquidity and Capital Resources

As of January 31, 2018, our principal sources of liquidity were cash and cash equivalents totaling $58.2 million, which were held for working capital purposes. Our cash equivalents were comprised primarily of money market funds. We have generated significant operating losses and negative cash flows from operations as reflected in our accumulated deficit and statements of cash flows. We expect to continue to incur operating losses and negative cash flows from operations for the foreseeable future.

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We have financed our operations primarily through payments received from customers for subscriptions, professional services and capitalized leases, as well as the net proceeds we received through private sales of equity securities . We believe our existing cash and cash equivalents, and cash provided by sales of our products and services will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months. Our future capital requirements will depend on many factors, including our subscription growth rate, subscription renewal activity, billing frequency, the timing and extent of spending to support development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced product offerings, and the continuing market adoption of our product. We may, in the future, enter into arrangements to acquire or invest in complementary businesses, services, and technologies, including intellectual property rights. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us, or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in new technologies, our ability to compete successfully could be reduced, and this could harm our results of operations.

A significant majority of our customers pay in advance for annual subscriptions. Therefore, a substantial source of our cash is from our deferred revenue, which is included on our balance sheet as a liability. Deferred revenue consists primarily of the unearned portion of billed fees for our subscriptions, which is recognized as revenue in accordance with our revenue recognition policy. As of January 31, 2018, we had deferred revenue of $57.3 million, of which $57.1 million was recorded as a current liability and was expected to be recognized as revenue in the subsequent 12 months, provided all other revenue recognition criteria are met.

Cash flows

The following table summarizes our cash flows for the periods indicated:



	Year Ended January 31,
	2016			2017		2018
				(in thousands)
Net cash provided by (used in) operating activities	$	(4,660	)	$	58	$	(13,581	)
Net cash provided by (used in) investing activities	(22,900		)	9,055		(1,783		)
Net cash provided by financing activities	222			627		51,436
Net increase (decrease) in cash and cash equivalents	$	(27,338	)	$	9,740	$	36,072

Operating activities

Our largest source of operating cash is cash collections from our customers for subscription and professional services. Our primary uses of cash from operating activities are for employee-related expenditures, sales and marketing expenses, and hosting costs. Historically, we have generated negative cash flows from operating activities during most fiscal years, and have supplemented working capital requirements through net proceeds from the private sale of equity securities.

During the year ended January 31, 2018, net cash used in operating activities was $13.6 million, driven by our net loss of $49.1 million, adjusted for non-cash charges of $28.4 million, an increase in deferred revenue of $24.6 million, and net cash outflows of $17.4 million provided by changes in our operating assets and liabilities other than deferred revenue. Non-cash charges primarily consisted of share-based compensation, amortization of deferred commission costs, depreciation of property and equipment, and remeasurement of the convertible preferred stock warrant liability. Other than changes in deferred revenue, other notable fluctuations in operating assets and liabilities included an increase in deferred commissions of $14.7 million, an increase in accounts receivable of $9.5 million, an increase in accounts payable and accrued expenses of $9.2 million, and an increase in prepaid expenses and other current assets of $1.9 million.

During the year ended January 31, 2017, net cash provided by operating activities was $0.1 million , driven by our net loss of $15.2 million , adjusted for non-cash charges of $4.5 million and net cash outflows of $2.4 million provided by changes in our operating assets and liabilities other than deferred revenue. Changes in deferred revenue

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contributed an additional inflow of $13.1 million as we recorded a 65% increase in billings during the year ended January 31, 2017 as compared to the year ended January 31, 2016. Non-cash charges primarily consisted of share-based compensation, depreciation and amortization of property and equipment, and remeasurement of the convertible preferred stock warrant liability. Other than changes in deferred revenue, other notable fluctuations in operating assets and liabilities included an increase in accounts receivable of $2.8 million as we primarily invoice our customers in advance and mostly for 12-month subscriptions, an increase in deferred commissions of $4.9 million , an increase in prepaid expenses and other current assets of $0.8 million , and an increase in accounts payable and accrued expenses of $6.1 million.

During the year ended January 31, 2016, net cash used in operating activities was $4.7 million primarily due to our net loss of $14.3 million , adjusted for non-cash charges of $3.4 million and net cash inflows of $6.2 million provided by changes in our operating assets and liabilities. Non-cash charges primarily consisted of share-based compensation, depreciation and amortization of property and equipment, and remeasurement of the convertible preferred stock warrant liability. The primary drivers of the changes in operating assets and liabilities related to a $7.9 million increase in deferred revenue, partially offset by a $1.3 million increase in accounts receivable, net, resulting primarily from increased subscription arrangements in the three months ended January 31, 2016 as a majority of our customers are invoiced in advance for annual subscriptions, and a $2.4 million increase in deferred commissions. Additionally, the change in operating assets and liabilities was due to an increase of $2.1 million in accounts payable and accrued expenses.

Investing activities

Net cash used in investing activities during the year ended January 31, 2018 of $1.8 million was primarily attributable to proceeds from the sales and maturities of investments of $10.1 million, which was offset by purchases of property and equipment of $6.0 million, capitalized internal-use software development costs of $3.4 million, payments for business acquisition, net of cash acquired, of $1.5 million, purchases of letters of credit, net of reductions, of $0.8 million related to operating leases, payments for security deposits of $0.2 million, and purchases of intangible assets of $0.1 million.

Net cash provided by investing activities during the year ended January 31, 2017 of $9.1 million was primarily attributable to proceeds from the sales and maturities of investments of $16.6 million, which was partially offset by purchases of investments of $5.1 million , purchases of property and equipment of $1.8 million to support additional office space and headcount growth, purchases of letters of credit, net of reductions, of $0.3 million related to an operating lease, and payments for security deposits of $0.3 million .

Net cash used in investing activities during the year ended January 31, 2016 of $22.9 million was primarily attributable to purchases of investments of $21.8 million , purchases of property and equipment of $1.0 million to su pport additional office space and headcount growth, and purchases of intangible assets of $0.1 million .

Financing activities

Net cash provided by financing activities during the year ended January 31, 2018 of $51.4 million was primarily due to $52.4 million in proceeds from the issuance of Series F convertible preferred stock, and $2.2 million in proceeds from the exercise of stock options, partially offset by payments on principal of a capital lease of $2.3 million, and payments of deferred offering costs of $0.8 million.

Net cash provided by financing activities during the year ended January 31, 2017 of $0.6 million was primarily due to $0.9 million in proceeds from the exercise of stock options, partially offset by payments on principal of a capital lease of $0.3 million .

Net cash provided by financing activities during the year ended January 31, 2016 was $0.2 million and was the result of $0.2 million in proceeds from the exercise of stock options.

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Obligations and Other Commitments

Our principal commitments consist of obligations under our operating leases for office space, and capital leases for our co-location data center-related equipment. The following table summarizes our contractual obligations as of January 31, 2018:



	Payments Due by Period:
	Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years		Total
					(in thousands)
Operating lease obligations ⁽¹⁾	$	6,155	$	18,300	$	19,270	$	21,821	$	65,546
Capital lease obligations	3,469		3,948		—		—		7,417
Total contractual obligations	$	9,624	$	22,248	$	19,270	$	21,821	$	72,963

(1) Amounts include our Boston leases (executed in February and December 2017) and expansion of our Bellevue lease.

Indemnification Agreements

In the ordinary course of business, we enter into agreements of varying scope and terms pursuant to which we agree to indemnify customers, vendors, lessors, business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, services to be provided by us or from intellectual property infringement claims made by third parties. In addition, we have entered into indemnification agreements with our directors and certain officers and employees that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers, or employees. No material demands have been made upon us to provide indemnification under such agreements and there are no claims that we are aware of that could have a material effect on our balance sheets, statements of operations and comprehensive loss, or statements of cash flows.

Off-Balance Sheet Arrangements

As of January 31, 2018, we did not have any relationships with organizations or financial partnerships, such as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Quantitative and Qualitative Disclosures about Market Risk

Interest rate risk

We had cash, cash equivalents, and short-term investments total ing $58.2 million as o f January 31, 2018, of whic h $55.7 million was invested in money market funds. Our cash and cash equivalents are held for working capital purposes. We do not enter into investments for trading or speculative purposes.

Our cash equivalents and our investment portfolio are subject to market risk due to changes in interest rates. Fixed rate securities may have their market value adversely affected due to a rise in interest rates. Due in part to these factors, our future investment income may fall short of our expectations due to changes in interest rates or we may suffer losses in principal if we are forced to sell securities that decline in market value due to changes in interest rates. However, because we classify our short-term investments as “available for sale,” no gains or losses are recognized due to changes in interest rates unless such securities are sold prior to maturity or declines in fair value are determined to be other-than-temporary.

As of January 31, 2018, a hypothetical 10% relative change in interest rates would not have had a material impact on the value of our cash equivalents or investment portfolio. Fluctuations in the value of our cash equivalents and investment portfolio caused by a change in interest rates (gains or losses on the carrying value) are recorded in other comprehensive income, and are realized only if we sell the underlying securities prior to maturity.

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Foreign currency exchange risk

Due to our international operations, although our sales contracts are primarily denominated in U.S. dollars, we have foreign currency risks related to revenue denominated in other currencies, such as the British Pound Sterling, Euro and Canadian and Australian dollar. Decreases 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 have not engaged in the hedging of foreign currency transactions to date. 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 operating results.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and related disclosure of contingent assets and liabilities, revenue and expenses at the date of the consolidated financial statements. Generally, we base our estimates on historical experience and on various other assumptions in accordance with GAAP that we believe to be reasonable under the circumstances. Actual results may differ from these estimates. We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.

Revenue recognition

We derive our revenue primarily from subscription services and professional services. Revenue is recognized when control of these services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services, net of any sales taxes.

We determine revenue recognition through the following steps:


•	identification of the contract, or contracts, with a customer;


•	identification of the performance obligations in the contract;


•	determination of the transaction price;


•	allocation of the transaction price to the performance obligations in the contract; and


•	recognition of revenue when, or as, we satisfy a performance obligation.

Subscription revenue

Subscription revenue primarily consists of fees from customers for access to our cloud-based platform . Our subscription revenue is recognized on a ratable basis over the subscription contract term, beginning on the date the access to our platform is provided as no implementation work is required, if consideration we are entitled to receive is considered probable of collection. S ubscription contracts generally have terms of one year or one month, are billed in advance, and are non-cancelable. The subscription arrangements do not allow the customer the contractual right to take possession of the platform; as such, the arrangements are considered to be service contracts.

Certain of our subscription contracts contain performance guarantees related to service continuity. To date, refunds related to such guarantees have been immaterial in all periods presented.

Professional services revenue

Professional services revenue primarily includes revenue recognized from fees for consulting and training services. Our consulting services consist of platform configuration and use case optimization, and are primarily invoiced on a time and materials basis, monthly in arrears. Services revenue is recognized over time, as service hours are delivered. Smaller consulting engagements are on occasion provided for a fixed fee. These smaller consulting arrangements are typically of short duration (less than three months). In these cases, revenue is

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recognized over time, based on the proportion of hours of work performed, compared to the total hours expected to complete the engagement. Configuration and use case optimization services do not result in significant customization or modification of the software platform or user interface.

Training services are billed in advance, on a fixed-fee basis, and revenue is recognized after the training program is delivered, or after customer’s right to receive training services expires.

Associated out-of-pocket travel expenses related to the delivery of professional services are typically reimbursed by the customer. Out-of-pocket expense reimbursements are recognized as revenue at the point in time, or as, the distinct performance obligation to which they relate is delivered. Out-of-pocket expenses are recognized as cost of professional services revenue as incurred.

On occasion, we sell our subscriptions to third-party resellers. The price at which we sell to the reseller is typically discounted, as compared to the price at which we would sell to an end customer, in order to enable the reseller to realize a margin on the eventual sale to the end customer. As we retain a fixed amount of the contract from the reseller, and do not have visibility into the pricing provided by the reseller to the end customer, the revenue is recorded net of any reseller margin.

Contracts with multiple performance obligations

Some of our contracts with customers contain multiple performance obligations. We account for individual performance obligations separately, as they have been determined to be distinct, i.e., the services are separately identifiable from other items in the arrangement and the customer can benefit from them on its own or with other resources that are readily available to the customer. The transaction price is allocated to the distinct performance obligations on a relative standalone selling price basis. Stand-alone selling prices are determined based on the prices at which we separately sell subscription services, consulting services and training, and based on our overall pricing objectives, taking into consideration market conditions, value of our contracts, the types of offerings sold, customer demographics, and other factors.

Accounts receivable

Accounts receivable are primarily comprised of trade receivables that are recorded at the invoice amount, net of an allowance for doubtful accounts. Subscription fees billed in advance of the related subscription term represent contract liabilities and are presented as accounts receivable and deferred revenues upon establishment of the unconditional right to invoice, typically upon signing of the non-cancelable service agreement.

The allowance for doubtful accounts is based on our assessment of the collectability of accounts by considering the composition of the accounts receivable aging and historical bad debt expense trends. Amounts deemed uncollectible are recorded to the allowance for doubtful accounts with an offsetting charge in the statement of operations .

Deferred revenue

Deferred revenue is recorded for subscription services contracts upon establishment of unconditional right to payment under a non-cancelable contract before transferring the related services to the customer. Deferred revenue for such services is amortized into revenue over time, as those subscription services are delivered.

Similarly, we record deferred revenue for fixed-fee professional services upon establishment of an unconditional right to payment under a non-cancelable contract. Deferred revenue for training services is recognized as revenue upon delivery of training services or upon expiration of customer’s right to receive such services. Deferred revenue for consulting services is recognized as hours of service are delivered to the customer.

Deferred commissions

The majority of sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commission are paid on initial contracts and on any upsell contracts with a customer. No sales commissions are paid on customer renewals. Sales commissions are deferred and then

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amortized on a straight-line basis over a period of benefit that we have determined to be three years. We determined the period of benefit by taking into consideration its customer contracts, expected customer life, the expected life of its technology and other factors. Amortization expense is included in sales and marketing expenses in the accompanying statements of operations.

Software development costs

We capitalize certain qualifying costs incurred during the application development stage in connection with the development of internal-use software. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. To date, qualifying costs incurred during the application development stage of software development for our platform to which subscriptions are sold have not been significant. All such costs have been charged to research and development expense in the statements of comprehensive loss.

Qualifying costs for software developed for internal use, such as for internal administration, sales lead generation, finance, and accounting systems, were not significant during the years ended January 31, 2016 and 2017 and were expensed as incurred. For the year ended January 31, 2018, $3.4 million of internal-use software costs were capitalized.

Capitalized software development costs are included within property and equipment on the balance sheets, and are amortized over the estimated useful life of the software, which is typically three years. The related amortization expense is recognized in the statements of comprehensive loss within the department that receives the benefit of the developed software. We evaluate the useful lives of these assets and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.

Share-based compensation

We measure and recognize compensation expense for all share-based awards granted to employees and directors, based on the estimated fair value of the award on the date of grant. Expense is recognized on a straight-line basis over the vesting period of the award based on the estimated portion of the award that is expected to vest.

We use the Black-Scholes option pricing model to measure the fair value of stock option awards when they are granted. We make several estimates in determining share-based compensation and these estimates generally require significant analysis and judgment to develop. These assumptions and estimates are as follows:

Fair value of common stock . As our stock is not publicly traded, we must estimate the fair value of common stock, as discussed in “—Valuation of Common Stock” below.

Expected term . The expected term of options represents the period that share-based awards are expected to be outstanding. We estimate the expected term using the simplified method due to the lack of historical exercise activity for our company.

Risk-free interest rate . The risk-free interest rate is based on the implied yield available at the time of the option grant in the U.S. Treasury securities at maturity with a term equivalent to the expected term of the option.

Expected volatility . Expected volatility is based on an average volatility of stock prices for a group of publicly traded peer companies. In considering peer companies, we assess characteristics such as industry, state of development, size and financial leverage.

Dividend yield . We have never declared or paid any cash dividends and do not plan to pay cash dividends in the foreseeable future, and, therefore, use an expected dividend yield of zero.

If any assumptions used in the Black-Scholes option pricing model change significantly, share-based compensation for future awards may differ materially compared with the awards granted previously.

In addition to the assumptions used in the Black-Scholes option pricing model, we must also estimate a forfeiture rate to calculate the share-based compensation expense for awards. Our forfeiture rate is derived from

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historical employee termination behavior. If the actual number of forfeitures differs from these estimates, additional adjustments to compensation expense will be required.

Valuation of common stock

Given the absence of an active market for our common stock, our board of directors was required to estimate the fair value of our common stock at the time of each option grant based upon several factors, including its consideration of input from management and contemporaneous third-party valuations.

The exercise price for all stock options granted was at the estimated fair value of the underlying common stock, as estimated on the date of grant by our board of directors in accordance with the guidelines outlined in the American Institute of Certified Public Accountants, Valuation of Privately-Held-Company Equity Securities Issued as Compensation . Each fair value estimate was based on a variety of factors, which included the following:


•	contemporaneous valuations performed by an unrelated third-party valuation firm;


•	the prices, rights, preferences and privileges of our preferred stock relative to those of our common stock;


•	the lack of marketability of our common stock;


•	our actual operating and financial performance;


•	current business conditions and projections;


•	hiring of key personnel and the experience of our management;


•	our history and the timing of the introduction of new applications and capabilities;


•	our stage of development;


•	the likelihood of achieving a liquidity event, such as an initial public offering or a merger or acquisition of our business given prevailing market conditions;


•	the market performance of comparable publicly traded companies; and


•	U.S. and global capital market conditions.

In valuing our common stock, our board of directors determined the equity value of our business using valuation methods they deemed appropriate under the circumstances applicable at the valuation date.

One method, the market approach, estimates value based on a comparison of our company to comparable public companies in a similar line of business. To determine our peer group of companies, we considered public enterprise cloud-based application providers and selected those that are similar to us in size, stage of life cycle, and financial leverage. From the comparable companies, a representative market value multiple is determined which is applied to our operating results to estimate the value of our company. The market value multiple was determined based on consideration of revenue multiples to each of the comparable companies’ last 12-month revenue.

Another method, the prior sale of our stock approach, estimates value by considering any prior arm’s length sales of our equity. When considering prior sales of our equity, the valuation considers the size of the equity sale, the relationship of the parties involved in the transaction, the timing of the equity sale, and our financial condition at the time of the sale.

Once an equity value was determined, our board of directors used one of the following methods to allocate the equity value to each of our classes of stock: (1) the option pricing method, or OPM; or (2) a probability weighted expected return method, or PWERM.

The OPM treats common stock and preferred stock as call options on a business, with exercise prices based on the liquidation preference of the preferred stock. Therefore, the common stock only has value if the funds available for distribution to the holders of common stock exceeds the value of the liquidation preference of the preferred stock

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at the time of a liquidity event, such as a merger, sale, or initial public offering, assuming the business has funds available to make a liquidation preference meaningful and collectible by shareholders. The common stock is modeled as a call option with a claim on the business at an exercise price equal to the remaining value immediately after the preferred stock is liquidated. The OPM uses the Black-Scholes option pricing model to price the call option.

The estimated value of the common stock derived from the OPM is then discounted by a non-marketability factor due to the fact that shareholders of private companies do not have access to trading markets similar to those enjoyed by shareholders of public companies, which impacts liquidity.

The PWERM employs various market approach calculations depending upon the likelihood of various liquidation scenarios. For each of the various scenarios, an equity value is estimated and the rights and preferences for each shareholder class are considered to allocate the equity value to common shares. The common stock value is then multiplied by a discount factor reflecting the calculated discount rate and the timing of the event. Lastly, the common stock value is multiplied by an estimated probability for each scenario. The probability and timing of each scenario are based on discussions between our board of directors and our management team. Under the PWERM, the value of our common stock is based upon possible future exit events for our company.

Following this offering, we will rely on the closing price of our common stock on the date of grant to determine the fair value of our common stock.

Recent accounting pronouncements

See the sections titled “Summary of Significant Accounting Policies—Recently adopted accounting pronouncements” and “—Recent accounting pronouncements not yet adopted” in Note 2 to our Consolidated Financial Statements for more information.

Emerging growth company status

As an “emerging growth company,” the Jump-start Our Business Start-ups, or JOBS Act, allows us to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies, unless we otherwise irrevocably elect not to avail ourself of this exemption. While we have not made such an irrevocable election, we have not delayed the adoption of any applicable accounting standards.

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BUSINESS

Overview

We enable teams to get work done fast and efficiently. We are a leading cloud-based platform for work execution, enabling teams and organizations to plan, capture, manage, automate, and report on work at scale, resulting in more efficient processes and better business outcomes. As of January 31, 2018, over 92,000 customers, including over 74,000 domain-based customers, 90 companies in the Fortune 100, and two-thirds of the companies in the Fortune 500, relied on Smartsheet to implement, manage, and automate processes across a broad array of departments and use cases. Our customers rapidly expand their use of Smartsheet because it is effective. They achieve higher productivity and faster time to market. A commissioned report by Forrester Research, Inc., or Forrester, demonstrated that organizations using Smartsheet could achieve a return on investment of over 480% over a three-year period. ⁽¹⁾

The nature of work has changed. The growing volume and variety of information has complicated the process for executing work across teams that are increasingly multidisciplinary and geographically distributed. According to Gartner, Inc., approximately 60% of work today is unstructured. ⁽²⁾ Unstructured or dynamic work is work that has historically been managed using a combination of email, spreadsheets, whiteboards, phone calls, and in-person meetings to communicate with team members and complete projects and processes. It is frequently changing, often ad-hoc, and highly reactive to new information. Rigid applications , such as ticketing, enterprise resource planning, or ERP, or customer relationship management, or CRM, systems are poorly suited to manage unstructured work. For nearly 30 years, organizations have primarily relied on lightweight tools to manage dynamic or unstructured work. Reliance on these tools limits visibility and accountability, creates information silos that slow decision-making, and results in delays, errors, and suboptimal outcomes.

People across organizations have similar needs no matter where they work or what they do. They need to manage workflows across teams, gain visibility into progress on a project in real-time, capture inputs, track and report on deliverables, prioritize actions, and provide consistency in processes. Smartsheet is adaptable to manage virtually any type of work. Our customers use Smartsheet for over 2,000 documented use cases, including software migration planning, vendor and contract management, brand launches, compliance reporting, event planning, customer onboarding, budget approvals, patent application processing, talent acquisition, benefit and retirement tracking, sales enablement, pipeline management, sales operations, commissions calculations, marketing programs management, investor relations tracking, and website management, among others.

Examples of how some of our customers use Smartsheet include:


•	Cisco uses Smartsheet to oversee a $300 million annual spend on programs and technology, produce events, manage infrastructure projects, support service engagements, orchestrate marketing campaigns, and

¹ Forrester Research, Inc., The Total Economic Impact of Smartsheet, September 2017.

² Gartner, Inc., Effortless Visibility Is Key to Managing Empowered Workers Without Losing Control , March 30, 2017.

³ Forrester Research, Inc., Info Workers Will Erase The Boundary Between Enterprise And Consumer Technologies , August 30, 2012.

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manage sale execution, creating transparency across groups and allowing for more informed decision-making by leadership.


•	Starbucks uses Smartsheet to seamlessly disseminate important and time-sensitive product and business updates across thousands of stores.


•	MOD Pizza built a standardized system in Smartsheet to manage and organize the company’s rapid growth, ensuring consistency and repeatability for 100 new store openings.


•	Weyerhaeuser uses Smartsheet to provide account executives with accurate, real-time insights into the status of accounts, simplify tracking and measurement of sales, and provide sales-related materials and information, helping to drive more efficient sales processes.


•	Cypress Grove uses Smartsheet to control quality of dairy deliveries, schedule feeding and breeding, manage business and financial goals, and coordinate construction projects and preventative maintenance, helping to ensure timely distribution of products nationwide.


•	South Water Signs uses Smartsheet to schedule shifts of workers, process permit applications and approvals, prioritize new client requests, schedule installations, and collaborate on art samples with clients, streamlining the process of coordinating signage projects nationwide.

We have over 92,000 customers including more than 74,000 domain-based customers, 90 companies in the Fortune 100, and two-thirds of the companies in the Fortune 500. Our customers typically begin using our platform for a single initiative or project. Over time, as users realize the benefits of improved execution, adoption of our platform expands across an organization through new use cases and teams. Our platform is designed to serve the 865 million knowledge workers ⁽⁴⁾ who have historically relied on a combination of manual, email- and spreadsheet -based processes to manage work.

We deliver our cloud-based software platform through a subscription model. We have an unassisted sales model for self-service adoption through our website. We employ an efficient inside sales team that utilizes machine learning and lead scoring to respond to and convert other interested users within new and existing organizations. We also have a targeted field sales team dedicated to expanding our presence within existing enterprise relationships where we have identified significant opportunity for growth and developed reseller relationships to more efficiently reach international markets. This blended go-to-market model allows us to serve a larger, diverse user base without incurring excessive costs. The breadth of solutions we offer reflect the flexibility our users’ desire to purchase and use our platform in a way that most closely aligns with their needs and level of adoption.

Industry Background

Digital disruption continues to raise the standards for organizations to compete effectively

The nature of work is changing

The increasing volume and variety of information has inundated teams and organizations, which have finite time and resources , with more work to process . In response, organizations have become more collaborative. Teams, which have collective experiences and knowledge, are increasingly relied upon to interpret data and make decisions on behalf of organizations. While there are many benefits to collaboration, it has also created


⁴	See note 3 above.

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interdependencies that slow decision-making and create inefficiencies in how organizations plan, capture, manage, automate, and report on work. Further, because teams are distributed they often lack consistent and immediate access to the same information to manage work and make decisions. Workers are suffering from information overload, constant distractions, limited filters for relevancy, and few ways to measure progress. The result is increased frustration and productivity loss for many organizations.

Existing business tools have significant limitations w hen applied to w ork execution

Spreadsheets, email, meetings, calls


•	lack of accountability with no clear assignment of responsibility or deadlines;


•	limited access controls or tracking functionality;


•	required manual transfer of data between systems;


•	significant time spent manually preparing reports;


•	lack of automation for updates, notifications, and approvals; and


•	inconsistent data input resulting in re-work and miscommunication.


•	61% of work time is spent reading and answering email, searching for and gathering information, communicating, and collaborating internally according to the McKinsey Global Institute; ⁽⁶⁾ and


•	$575 billion per year is wasted on inefficient processes in the United States alone. ⁽⁷⁾

Communications and document creation tools

Messaging and video-conferencing solutions, cloud storage applications, document creation tools, and content sharing applications have been introduced to help organizations increase connectivity and alignment among distributed teams by reducing friction in creating, communicating, and sharing information. While these solutions improve some aspects of collaboration, they are not designed to orchestrate workflows.

Workflow management and team collaboration solutions

Reliance on IT and “citizen developers” to develop or customize applications is not viable


⁵	McKinsey Global Institute, The social economy: Unlocking value and productivity through social technologies , July 2012.


⁶	See note 5 above.


⁷	Dave Wright, 3 Automation Initiatives to Boost Corporate Productivity , April 25, 2016, www.enterpriseappstoday.com/management-software/3-automation-initiatives-to-boost-corporate-productivity.html (last accessed March 23, 2018).

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these solutions makes them ill-suited to support most business use cases. Faced with a significant and growing difference between the number of developer projects and the number of developers available, IT departments are narrowing the scope of their objectives, focusing on the largest initiatives and reducing the number of department-level requests that they process.

Many business applications used in organizations target the business user, yet they often require IT assistance or coding knowledge to configure and modify. The vast majority of knowledge workers who are unable to write code need solutions that are easy-to-use, intuitive, and do not require a developer to customize. Even so-called “low-code” solutions dramatically limit the potential user base within organizations.

Business users are becoming significant buyers of business applications

Business users are seeking technology solutions to rapidly adapt to their changing business needs and are increasingly becoming buyers of business applications. As of May 2017, Forrester estimated that 58% of all business-related new tech spending will start with business executives in 2018. ⁽⁸⁾ Self-service adoption models have made it easy for employees and line of business owners to find and purchase the applications of their choice through the web while remaining in compliance with IT policy. Millennials who account for approximately 35% of the workforce will soon become the largest working age population. This generation of workers expects constant communication and “as-a-service” applications that they can administer and configure themselves. They expect their technology solutions to be intuitive and easy-to-use, which are crucial requirements to enable collaboration inside and outside their organizations.

Organizations need scalable work execution solutions to compete

Organizations and teams need solutions with the following characteristics to facilitate team and employee productivity:


•	single solution providing unified planning, capturing, managing, automating, and reporting capabilities across a broad range of use cases;


•	automated application of business logic to repetitive elements of workflows and task accountability;


•	real-time, consistent insight into actionable data among internal users and external collaborators;


•	easy to deploy, configure, use, and modify by employees who lack coding ability;


•	integrated with other systems, collaboration tools, and applications;


•	enterprise-grade security capabilities to support data protection and compliance; and


•	scalable to meet the needs of organizations of any size.


⁸	Forrester Research, Inc., C-Suite Tech Purchasing Patterns , May 15, 2017.

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Our Platform

Our platform is purpose-built to improve work execution for organizations and teams. We provide our customers with a robust set of capabilities to plan, capture, manage, automate, and report on work. Our platform enhances visibility and accountability in work execution and eliminates behaviors and processes that hinde r productivity. We designed our platform to be accessible and valuable to all knowledge workers. Business users with no coding ability can share their work in Smartsheet across internal and external teams and create and modify workflows to address specific use cases with our platform. Smartsheet offers multiple ways for customers to plan and manage their work using grids, projects, cards, and calendars, and users can easily toggle between views to support their team’s preferred way of working. We offer capabilities and functionality to enable teams to accelerate execution while maintaining the flexibility to apply our platform to thousands of documented use cases.

Benefits of Our Platform

Automation across the organization saves time and minimizes manual processing

We enable users to organize their unstructured work and apply business logic to automate actions that shorten work execution timelines without the need to write code. Business logic is used to determine the conditions under which the following types of automated actions occur: update requests, intake and collection of information, sending of information, notifications, approval requests, and automated actions across systems. Team members collaborating on a process can easily develop granular rule sets to ensure actions, such as deadline notifications, status updates, and approval requests, are timely, relevant, and impactful. These elements of automation reduce errors and time spent by teams on administration.

Real-time visibility drives more informed, faster decision-making

Our platform is designed to provide a single source of truth for all stakeholders. We break down information silos across teams and provide real-time visibility into the status of work and the actions required by each stakeholder. This visibility ensures clear ownership of actions and outcomes. Teams feel empowered to take action, leading to stronger engagement and faster time to completion. Line of business managers benefit from visibility into progress against goals, allowing them to react quickly to real-time information and enabling faster and more informed decision-making.

Ease of use enables broad adoption

Our platform is designed for broad adoption within and across organizations for virtually any use case. Users can begin using Smartsheet within minutes and configure our platform for their needs with limited or no training. Because no coding or IT involvement is required to configure our platform, we can serve the entire 865 million knowledge worker population, ⁽⁹⁾ including the vast majority without coding capabilities. As of January 31, 2018, we

⁹ See note 3 above.

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had over 650,000 paying users and approximately 3.0 million additional free users called collaborators. Collaborators inside or outside a user’s organization are invited to work on our platform by a paid user, and can use our platform with limited functionality. This strategy is designed to increase paid conversions for those seeking to enjoy the complete functionality of our platform while promoting greater usage within and across organizations. Our familiar and intuitive user interface and functionality allows users to realize the benefits of our platform without changing the behaviors developed using lightweight productivity tools. Teams and organizations buy into our platform because the productivity benefits derived through visibility and accountability are provided to all stakeholders. All team members can access the latest project information from a single location to act quickly and effectively. The entire team benefits from keeping all stakeholders informed and accountable without manual effort.

Multiple levels of integration to garner the most benefit from Smartsheet and other systems

We enable business users to engage with our platform through systems they currently use. Through our third-party Connectors, we extend the reach and consistency of data from systems, such as those offered by Salesforce, Atlassian, and ServiceNow. Our Connectors also allow users to apply business logic and automated actions, increasing the value of these existing applications to our users. For example, one use of the Salesforce Connector for Smartsheet is managing client onboarding. When a new customer record is created by the sales team, Salesforce can push an update to Smartsheet, which then alerts the account team that a success manager needs to be assigned to the newly added customer. Once that success manager is assigned, the data is automatically updated and visible within Salesforce. We also integrate our platform into popular document and communication applications from Google, Microsoft, and others. Such functionality enables our users to incorporate documents directly into our platform or access our platform through the application of their choice. In addition, we offer extensible application programming interfaces, or APIs, that enable a broad ecosystem of partners and customers to integrate directly into our platform, increasing the value of existing custom-built applications and improving the experience for our users.

Enterprise features and functionality for scalable adoption within businesses

Companies rely on Smartsheet to manage a diverse set of business processes. We provide the scalability, compliance, and security needed to operate reliably for the more than 92,000 customers, including over 74,000 domain-based customers, that we serve. Our platform provides consistent program execution, enabling teams and organizations to administer programs with management, visibility, and reporting at scale. Customers can use our professional services offerings to create and administer programs for specific use cases. We also provide user management and compliance features that enable organizations to control user access and audit activity within our platform. We provide enterprise-grade security controls and data governance to enable customer compliance with applicable privacy regulations.

Our Market Opportunity

Competitive Strengths

Focus on business users

Single platform with broad capabilities

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customers tell us that one of the things they value most about Smartsheet is how easy it is to configure, get started, and adjust as necessary. We serve organizations of all sizes, supporting thousands of customer use cases across a wide range of industries. Over time this enables customers to consolidate dynamic work management on a single platform instead of using a collection of point solutions or purpose-built applications. We continuously innovate and add new capabilities to support additional customer use cases. The feedback and demand signal we receive from the more than 3.6 million users on our platform provides us a competitive advantage in defining our product roadmap and delivering differentiating capabilities to our customers.

While the value we provide as a standalone platform is significant, customers can derive even more value when Smartsheet is used in conjunction with leading cloud platforms. For example, our integrations with Microsoft Office 365 and Google G Suite complement and enhance the utility of those products for executing collaborative work. We also integrate with a variety of other enterprise applications from Salesforce, Atlassian, ServiceNow, Tableau, Dropbox, and Box. Complementing and enhancing the value of adjacent solutions through workflow integration and two-way data synchronization makes it easy for customers to incorporate Smartsheet into existing work patterns.

Viral growth within organizations

Demonstrated impact to organizations

These efficiency gains enable organizations to ultimately deliver faster and better results to their customers. In the same September 2017 report, Forrester states that business leaders save an average of 300 hours per year by spending less time requesting status updates, sorting through emails, and hosting internal meetings before they make decisions. Customers realize the benefit of Smartsheet quickly, achieving payback of their initial investment in approximately six months. These efficiency gains increase as more users and teams adopt our platform. Based on the net present value of revenue impact and cost savings observed by Forrester, our customers achieve an estimated return on investment of over 480% by the third anniversary of deployment. ⁽¹⁰⁾

Widespread applicability across industries and function

Smartsheet serves organizations of all sizes, supporting thousands of customer use cases across a wide range of industries. Our more than 3.6 million users and 92,000 customers around the world includes over 74,000 domain-based customers, 90 companies in the Fortune 100, and two-thirds of the companies in the Fortune 500, with significant deployments at companies such as Cisco and Aramark.

We believe that the extensibility and flexibility of our platform will continue to address new use cases for business users and organizations, allowing our customers to accelerate, improve, and take greater control of their work.

Efficient go-to-market strategy


¹⁰	See note 1 above.

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of the last 12 months, and with approximately 3.0 million free collaborators today, our self-service adoption model is fueled by a large and growing number of users. Free trial users and collaborators are able to upgrade to a paid plan without the assistance of our sales force. Our assisted sales model relies on machine learning and lead scoring to identify users based on their likelihood to purchase our platform. By analyzing user behavior and self-reported customer objectives, we are able to improve the allocation of our inside and strategic sales teams in targeting appropriate expansion and new customer opportunities. In addition, our customer success team drives expansion by working with our customers to increase use cases and develop custom solutions working in conjunction with our professional services team. We have accelerated adoption and driven retention within our largest customers as evidenced by customers with an ACV of $50,000 or more of annual spend growing at three times the rate of our other customers.

Recognized market leadership

We have experienced rapid growth largely driven by word-of-mouth and industry recognition as a leader in collaborative work management. Several of our employees have come from long-standing industry leaders in enterprise software, which has helped us build mindshare that resonates with our customers. Microsoft named us “Best Office 365 App” and Google awarded us “Best Marketplace App” in 2015.

Forrester recognized Smartsheet as a “Leader” in Enterprise Collaborative Work Management in October 2016. In addition, Forbes named us to their “Cloud100” list in 2016 and 2017. We believe our position as a market leader will continue to strengthen as an increasing number of teams, organizations, and integration partners experience the capabilities and benefits of our platform.

Our Growth Strategies

Attract more customers to Smartsheet

We believe the need for a work execution platform such as ours is broad. With over 865 million knowledge workers globally, ⁽¹¹⁾ we believe there is significant opportunity to grow our paid user base. We will continue to invest in our unassisted sales model, direct sales force, brand, product, and partner marketing to continue to land new customers and increase enterprise adoption. In addition, we will continue to grow our professional services function and develop new and enhanced premium solutions like our Connectors and Control Center to help land larger accounts and increase the scale of our deployments with customers.

Expand within our existing customer base

Our customers frequently increase their use of our platform as they realize the value they derive from adopting Smartsheet. As a result, we are working with customers to help them define new use cases within existing deployments, and expand usage of Smartsheet to additional teams in their organizations that would benefit from our platform. There are approximately 3.0 million existing free collaborators that we are focused on converting to paid users. In addition to broader deployments, we enable our customers to further derive value from Smartsheet through premium solutions such as our Connectors and Control Center. Lastly, our professional services and customer success teams provide our customers with implementation, training, and support services to help them expand their use of and realize the full benefit of Smartsheet.

Expand internationally

For the year ended January 31, 2018, we derived approximately 27% of our revenue from customers outside the United States despite having no international sales offices. We believe that there is significant opportunity to acquire new customers internationally. Our platform is available in eight languages. By expanding our direct and indirect sales force focused outside of the United States, establishing international sales territories, and partnering with strategic resellers, we plan to grow our international sales.


¹¹	See note 3 above.

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Make additional investments in partnerships and integrations

To help drive adoption of Smartsheet and deliver value to our customers, we offer extensive embedded functionality at no cost to complement and enhance the use of the most common productivity tools from providers such as Microsoft, Google, Box, and Dropbox. We offer powerful out-of-the-box Connectors with Salesforce, Atlassian, and ServiceNow that we sell for an additional fee on top of our user-based pricing model. We will continue to invest in these integrations, develop new partnerships, and enhance our architecture to support a wider range of Connectors with leading enterprise applications to increase the value, awareness, and adoption of our platform.

Expand product features and functionality

We intend to continually increase the value we provide to our customers by investing in extending the capabilities of our platform. We have made, and will continue to make, significant investments in research and development to bolster our existing technology and enhance usability to improve our customers’ productivity. For example, we introduced Control Center to help users manage and track work at scale and premium applications, such as our StatusView and Calendar applications, that offer richer visualizations of workflow management. Many of the high-value solutions that we are developing are intended to be packaged and priced separately from our core user subscriptions.

Pursue selective strategic tuck-in acquisitions

We plan to pursue strategic acquisitions that we believe will be complementary to our existing offering, enhance our technology, and increase the value proposition we deliver to our customers. For example, we may pursue acquisitions that we believe will help us add new features, accelerate customer growth, enter new markets, and add talent and expertise to our organization.

Our Technology

Our collective domain knowledge, technical expertise, and decades of software development experience have allowed us to differentiate our platform from the competition. Our products and technology were built to provide knowledge workers with a versatile and easy-to-use platform to help get work done fast and efficiently. Maintaining the integrity and performance of our infrastructure is critical to our business and our customers. As such, our scalable multi-tenant architecture is designed to provide our customers with highly usable, secure, and reliable functionality.

Extensible technology platform

Our solutions are built on a common core platform that allows us to leverage shared components and services, enabling us to rapidly develop new features and functionalities on our existing platform without re-architecting the infrastructure. This also enables our products to seamlessly integrate with one another and provide our customers with a better user experience while leveraging our platform. We also offer a broad set of APIs that allow our customers the ability to integrate their Smartsheet account with other systems or build their own applications on top of our extensible platform.

Integrated mobile capabilities

Robust mobile functionality is a key requirement for business users as more work continues to take place away from the office. As such, we have invested in our common core framework and mobile development teams to extend the high performance functionality of our platform to smartphones and tablets. Our native mobile applications are built for both iOS and Android, and are designed to provide similar functionality as our desktop version and support mobile-first customer use cases, allowing users to maintain access to and control of their work.

Enterprise-grade security

Security is a mission-critical requirement and concern for every organization. Our customers frequently use our platform to store and manage highly-sensitive or proprietary information. Our approach to security includes data governance as well as ongoing testing for potential security issues. We have robust access controls in our production environment with access to data strictly assigned, monitored, and audited. To ensure our controls remain up-to-date, we undergo continuous external testing for vulnerabilities within our software architecture. These efforts have enabled our platform to be SOC 2 compliant and capable of supporting customer compliance with the Health Insurance Portability and Accountability Act, or HIPAA.

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Scalable and reliable infrastructure

Our scalable architecture is designed to provide a highly reliable and available platform. We maintain this reliability by utilizing a combination of third-party co-location centers and multiple public cloud providers, giving us the ability to scale our infrastructure efficiently and cost-effectively. To ensure our platform is constantly available, we monitor our platform using the latest technologies, including synthetic transaction monitoring which allows us to proactively detect and resolve issues.

Our Products

Smartdashboards

Smartdashboards provide real-time visibility into the status of work to align individuals, managers, and executives. Our dashboards provide real-time status of top key performance indicators, trends, summary reports, and important deadlines. Teams can customize Smartdashboards to view and interact with live data and metrics most critical to their projects.

An example of how team members at a customer use Smartdashboards:


•	create a Smartdashboard with links to all Smartprojects within the line of business;


•	access the Smartdashboard from a desktop or mobile device; and


•	review the progress of each relevant project in real-time through graphical and text information, and can see detailed status at the project and workflow level.

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Smartportals

Smartportals allow business users to create customized landing pages for teams to easily locate and access from any device the entire set of resources available for a project without IT assistance. This ease of configuration and organization of data eliminates time wasted searching for information, allowing teams to focus on work execution rather than administration.

An example of how team members at a customer use Smartportals:


•	create a landing page for all information related to a new diversity initiative;


•	without assistance from IT, set up a Smartportal that includes links to an employee focus group calendar in Smartcalendar, use Smartforms for collecting attendee names and information, view the percentage of engaged employees in Smartdashboards ; and


•	add links to external websites and company resources for diverse employees.

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Smartcards

Smartcards provide a powerful visualization tool for teams to organize, share, and act on workflows. The ability to understand the flow of work from multiple perspectives enables teams to display information in the most effective format, fostering engagement and time to action.

An example of how a customer uses Smartcards:


•	a construction company collects vendor information through Smartforms;


•	a team member uses Smartcards’ Kanban Boards view to prioritize and manage materials fulfillment from assignment through completion;


•	the team edits details of their material needs directly through Smartcards, incorporating symbols and color coding to indicate priority, and moves specific workflows into designated categories and rows; and


•	drives the fulfillment process.

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Smartgrids

Smartgrids offer a unified, customized view of work to keep teams on task and on time by easily tracking multiple moving parts. Configurable to support thousands of use cases through an extensible data model, multiple column types and a unique hierarchical approach to Smartgrids allow business users to not only visually group data, but to also establish relationships between important data. With flexible formulas and conditional formatting, Smartgrids are the foundation for the Smartsheet work execution platform. The platform delivers new levels of clarity with a centralized source of all project information, bringing teams together with cloud-based, real-time access.

An example of how team members at a customer use Smartgrids:


•	kick off an important client initiative by building relevant column types, dependent rows, and conditional formatting;


•	attach critical documents directly to the grid and provide context using row comments;


•	set notifications to internal team when key milestones are approaching; and


•	share progress with clients by sharing individual rows or publishing the grid on regular intervals until project is complete.

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Smartprojects

Smartprojects offer a familiar and intuitive interface with capabilities that foster collaboration among teams and organizations to improve work execution. Business users rely on Smartprojects to create a single source of truth for all project-related information. Teams can view the activity log to understand who is doing what and access all relevant project files through a central location. This consistency of information aligns team objectives and eliminates information silos, fostering accountability and promoting faster decision-making.

An example of how team members at a customer use Smartprojects:


•	input process flows and milestones related to a new company initiative;


•	assign each step to an individual;


•	view start date, end date, and time to completion;


•	track status of each deliverable graphically through a Gantt chart view;


•	attach related files from Microsoft OneDrive, Google Drive, Box, and Dropbox;


•	create an automated request for weekly updates sent to assigned individuals; and


•	set up a Smartdashboard to view progress made on assigned work in real-time.

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Smartcalendars

Smartcalendars align teams and organizations by connecting deadlines to workflows, while offering a familiar interface to effectively communicate timing expectations. Smartcalendars provide a comprehensive view of activities and critical timelines, including third-party calendar applications such as iCal and Google Calendar.

An example of how team members at a customer uses Smartcalendars:


•	a brand manager aligns her team on the timing of key workflows for a new marketing campaign;


•	the Smartcalendars automatically visualize the key milestones and timing of workflows using data provided by Smartprojects; and


•	changes that the manager and her team make in the Smartcalendar are automatically reflected in the Smartsheet data.

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Smartforms

Smartforms create and customize forms using a simple user-friendly interface. Smartforms enable business users to collect information in a structured and consistent format. By minimizing manual processing, teams can move quickly to analyze and take action on the results.

An example of how a customer uses Smartforms:


•	a real estate company uses a Smartform to gather information about a new client, including their contact information, details regarding their property, and proposed sale price range;


•	the client fills out the fields and submits images of their property in a Smartform;


•	information received is then populated in a Smartproject for the local advertising team; and


•	the local advertising team creates automated actions when the form is received to start additional workflows, such as assigning a professional photographer and agent.

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Smartautomation

Smartautomation automates repetitive processes and accelerates work by creating automated actions triggered based on preset conditions. Smartautomation offers a diverse and granular rule set critical to supporting the broad range of manual, repetitive processes teams encounter. With no coding knowledge, business users can incorporate powerful automation functionality into their work flows to reduce time to completion.

An example of how a customer uses Smartautomation:


•	an employee creates an equipment purchase request for procurement using a Smartform;


•	the procurement leader sets a condition where requests over a certain dollar amount trigger an automated approval request to the employee’s manager;


•	the manager receives an approval request via an alert on her desktop or mobile device;


•	the manager automatically approves or denies a request through a link to Smartsheet; and


•	once the purchase is approved or denied, the employee will be automatically notified.

Smartintegrations

Smartintegrations enable organizations and teams to connect, sync, and extend their existing enterprise applications across their workflows to create seamless work execution. We offer native connections to popular productivity applications, such as Google G Suite, Microsoft Office 365, Box, and Dropbox.

An example of how team members at a customer use Smartintegrations:


•	sign into Smartsheet using a Google account;


•	import Gmail contacts to assign responsibilities, share sheets, and communicate via Google Hangouts;


•	store files in Google Drive and access them through Smartprojects;


•	sync key dates in Smartprojects to Google Calendar;

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•	access Smartsheet through the Google App on Android;


•	import and export data between Smartprojects and Google Sheets; and


•	send Google Forms responses directly to Smartprojects using Smartsheet Sync.

Connectors

Connectors provide embedded integrations with industry-leading systems of record, including those from Salesforce, Atlassian, and ServiceNow. Connectors enable data to be synchronized in real-time, fostering visibility and interoperability across these business platforms. We also provide extensible APIs to build custom applications and deep integrations with line of business systems.

An example of how team members at a customer use Connectors:


•	customize a Smartproject to ingest relevant software development fields from Atlassian Jira;


•	view, share, and edit a set of issues linked between Jira and Smartsheet;


•	all data is updated in real-time, giving teams up-to-date visibility into software development processes; and


•	make bulk changes and synchronize data automatically between Jira and Smartsheet.

Control Center

Control Center enables organizations to achieve consistent work execution at the individual user level across large scale projects or initiatives while reducing operational risk. Control Center provides enterprises with real-time visibility into projects so they can react quickly to changing conditions. Without burdening the team with manual reporting, executives and managers can review the status of projects at scale without disrupting the speed of execution.

An example of how a customer uses Control Center:


•	a customer engages in a needs assessment for the design of a construction schedule for new store openings;


•	the customer works with our professional services staff to design project management templates for construction managers, real estate personnel, project managers, IT, executives, and contractors to plan openings, assign responsibilities, track progress, track issues, and manage the budget;


•	the solution is rolled out to all stakeholders and used to manage store openings across 100+ locations;


•	when the customer decides to open a new store, Control Center will automatically generate a Smartdashboard and a Smartportal to ensure the process is executed in a consistent manner; and


•	Control Center can be easily extended to support additional processes for adjacent use cases, including real estate sourcing, employee onboarding, vendor sourcing, vendor relationship tracking, and materials budgeting.

Culture and Employees

We believe our culture is critical to our success. Our culture is rooted in six values, which are:

HONEST — Be truthful and do what is right.

AUTHENTIC — Be real and challenge directly.

DRIVEN — Operate with urgency and focus on results.

INNOVATIVE — Develop new ideas and think creatively.

SUPPORTIVE — Be kind and help each other succeed.

EFFECTIVE — Deliver quality.

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In living these values, our employees have built an environment of ownership, purpose, responsibility, and compassion. This, in turn, benefits our customers, users, partners, and shareholders, and provides a strong foundation for collaboration, teamwork, and decision-making. We built our platform to reflect our values as a company: improving teamwork, transparency, and accountability. As our company continues to evolve and grow, our six values remain constant. The impact of our culture is demonstrated by our high level of employee retention and our success recruiting top talent, with an overall Glassdoor rating of 4.4 out of 5.0, a recommend to a friend rating of 92%, and a CEO approval rating of 100% as of January 31, 2018.

As of January 31, 2018, we had a total of 787 employees, of which 784 were full-time employees and 648 were located at our headquarters in Bellevue, Washington.

Sales and Marketing

Our marketing and sales teams work closely together to provide an easy way for potential users to discover, try, adopt, and expand usage of Smartsheet over time. We include demand generation, customer success, customer support, and professional services under the sales organization to align these efforts to best support our customers.

Marketing

Our marketing organization is responsible for increasing awareness of and generating demand for our platform and fostering our community of users. We target potential users across a wide variety of departments and functions in organizations of all sizes and industries. We employ content marketing, search marketing, social marketing, influencer marketing, and other techniques that increase traffic to our website and encourages new users to sign up for a 30-day free trial and purchase our service online. We engage frequently with respected technology analyst firms to educate them as to the benefits of our platform and accelerate the maturation of an appropriate market category.

We have also built marketing relationships with a number of technology companies, such as Microsoft and Google, to help promote and grow our user base and footprint. These partners offer access to our platform through links on their websites and expand our marketing reach. Additionally, we hosted our first annual customer conference, ENGAGE, in September 2017. We believe that ENGAGE will play a key role in providing current and prospective users with a better understanding of our platform through interactions with peers, training, and the highlighting of customer use cases and best practices.

Sales

Our sales organization is responsible for driving customer expansion and new customer opportunities. Our sales force is organized into separate teams focused on new customers, small to medium-sized businesses, large enterprises, geographic regions, and industries. Our assisted sales model relies on machine learning and lead scoring to identify users based on their likelihood to purchase our platform. Further, once we identify an opportunity for meaningful expansion within a customer organization, we can assign a customer success manager and an expansion sales representative to that customer. When an organization with more than 10,000 employees reaches a certain level of usage, we typically assign a field sales representative who is focused on growing adoption in these large accounts and expanding usage to a broader set of use cases. We also leverage the reseller channel to extend our reach internationally as we currently have no sales representatives located outside of the United States.

Professional Services

Our professional services team provides our customers with implementation, training, and support services to help them realize the full benefits of Smartsheet. Our training programs include a mix of virtual and in-person offerings with different options focused either on helping onboard teams of users quickly or helping individuals achieve certification level subject matter expertise. Our consulting team provides configuration and use case optimization services.

Customer Support

Our platform is designed to minimize the need for customer support, as users can easily sign up and begin using it without assistance. We provide significant self-help resources including our extensive Help Portal and our active Community. Additionally, we provide support channels for users based on their plan type. These include email and ticket submission, support via chat, and phone support.

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Customers

Our scalable collaborative work management platform helps teams and organizations of all sizes get work done fast and efficiently. As of January 31, 2018, we had over 74,000 domain-based customers, including 90 companies in the Fortune 100 and two-thirds of the companies in the Fortune 500. We define a domain-based customer as an organization with at least one paid user account associated with a unique domain name such as @cisco and @aramark. An ISP customer is typically a small team or an individual that registers for our services with an email address hosted on a widely used domain such as @gmail, @outlook, or @yahoo. Our customers often have more than one paid subscription, as evidenced by the more than 650,000 paying users on our platform.

Our domain-based customers include organizations across virtually all sectors, including aerospace, automotive, biotechnology, consumer, e-commerce, education, finance, government, healthcare, IT services, marketing, media, non-profit, publishing, software, technology, and travel.

Customer Case Studies

The following case studies are a few examples of how some of our customers have used and benefited from our platform.

Aramark

Aramark, a provider of food service, facilities and uniform services to schools and businesses, depends on Smartsheet for business-critical work execution to quickly and consistently scale capital projects. The capital projects group, the funding team behind Aramark’s food service solutions, adopted Smartsheet Control Center to enable it to balance the flexibility it needs for innovation with the rigorous process required for effective and efficient capital management.

Prior to adopting Smartsheet, Aramark was challenged with siloed information and lack of visibility into project status; the vast majority of its work management was being handled via email. Now, with one universally adopted work management platform and dashboards that detail real-time program status, Aramark is able to provide better experiences to its customers, and more quickly develop new projects.

Shaw Industries

At Shaw Industries, a full-service flooring company with 20,000 employees worldwide, associates previously relied on inflexible and cumbersome project and project management tools that were difficult for non-technical employees to use. As a result, plans were regularly out of sync and program data was inaccurate. Smartsheet provided hundreds of Shaw associates with visibility into project status, both for internal teams and external contractors. Due to its ease-of-use and broad applicability, it also allowed vendors to collaborate directly and update project status in real time. Shaw rolled Smartsheet out to new groups with minimal training and ramp time across customer service, sales, product management, and the sustainability organization.

MOD Pizza

MOD Pizza, the rapidly growing fast casual restaurant chain, was in need of a scalable system to manage its growth. MOD Pizza added 100 or more stores in each of 2016 and 2017, reflecting 57% year-over-year growth in 2017. To manage and organize this rapid growth, MOD Pizza built a standardized system in Smartsheet Control Center. With Smartsheet, MOD Pizza facilitated better communication among many geographic locations by providing stakeholders with real-time updates and a single source of truth. MOD Pizza also standardized store models with various Smartsheet templates, making expansion more efficient and organized, and leveraged attachments, notes, and reminders to keep store openings on track. Using Smartsheet Control Center, MOD Pizza can now maintain consistency while incorporating the unique design elements that vary by store.

Colliers | Wisconsin

Colliers | Wisconsin is a regional subdivision of Colliers International Group, Inc., a real estate services company. Prior to adopting Smartsheet, the Colliers | Wisconsin portfolio service team had too much data to track: for example, a single client’s portfolio required 15 team members to maintain its 600 properties. Colliers | Wisconsin needed a platform that would enable them to manage complex work streams with their clients in real time. Smartsheet became the hub of their collaborative work, involving property portfolios, client coordination, and vendor resources, reducing the time it takes to optimize customer-facing processes from six months down to just one week. Real-time collaboration capabilities and mobile features enabled the entire organization to save time, and

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provide a simpler way to track proposals, maintenance requests, and portfolios, and facilitate a culture of accountability and transparency.

PATH

PATH, a leader in global health innovation, needed a better way to coordinate and streamline vaccine development and introduce projects all over the world. Teams at the Center for Vaccine Innovation and Access were using different processes, which required manual information collection from multiple individuals, and involved time-consuming and inefficient methods such as email and manual reporting. To streamline operations, the PATH team turned to Smartsheet Control Center, partnering with Smartsheet Professional Services, to create a solution that gives PATH more consistent and efficient processes for project and portfolio management. With Smartsheet, PATH now keeps internal and external teams all over the world on track while increasing project information quality, and consistency.

Research and Development

Our research and development team consists of our user experience, design, product management, and engineering teams. These groups are responsible for the design, development, testing, and delivery of new technologies and features for our platform. Our research and development team also includes our technical operations team which is responsible for scaling our platform and maintaining our co-location data centers and public cloud infrastructure. We invest substantial resources in research and development to drive core technology innovation and bring new products to market. As of January 31, 2018 , we had 183 employees involved in research and development activities. Our research and development expense was $12.9 million , $19.6 million , and $37.6 million for the years ended January 31, 2016, 2017 and 2018, respectively.

Competition

The market for work execution software is rapidly evolving. We face competition from a number of vendors with a variety of product offerings. Our primary competition remains a combination of manual, email- and spreadsheet -based processes from providers such as Microsoft and Google that users have historically relied on to manage work. Certain of our features compete with current products and services offered by Asana, Atlassian, Planview, and Workfront. In addition, certain companies offer lightweight productivity products that compete with some of our platform’s features, including Asana and Workfront. Larger software vendors with substantial resources and smaller upstarts building on new technology platforms may also decide to enter our market by building or acquiring products that compete with our platform. We believe that the principal competitive factors in our market include:


•	ease of deployment and use of applications;


•	product features, quality and functionality;


•	ability to automate processes;


•	ability to integrate with other applications and systems;


•	capability for customization, configurability, integration, security, scalability, and reliability of applications and solutions;


•	vision for the market and product innovation;


•	size of customer base and level of user adoption;


•	pricing and total cost of ownership;


•	strength of sales and marketing efforts;


•	brand awareness and reputation; and


•	customer experience, including support.

We believe we compete favorably with our competitors on the basis of the factors described above. Our ability to remain competitive will largely depend on our ongoing performance in the areas of the quality of our platform.

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Regulatory Matters

The legal environment of Internet-based businesses is evolving rapidly in the United States and elsewhere. The manner in which existing laws and regulations are applied in this environment, and how they will relate to our business in particular, both in the United States and internationally, is often unclear. For example, we sometimes cannot be certain which laws will be deemed applicable to us given the global nature of our business, including with respect to such topics as data privacy and security, pricing, advertising, taxation, content regulation, and intellectual property ownership and infringement.

Data Privacy and Security Laws

We are subject to various federal, state and international laws and regulations relating to the privacy and security of customer and employee personal information. These laws and regulations include those requiring holders of personal information to maintain safeguards and to take certain actions in response to a data breach, and, in the European Union, the Data Protection Directive and EU member state implementations thereof, which require comprehensive information privacy and security protections for consumers with respect to personal information collected about them. We post on our website our privacy policy, and certain policies and practices relating to data security and concerning our processing, use and disclosure of personal information. We participate in and have certified our compliance with the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks and Principles, or the Privacy Shield Principles, with respect to customer data that we collect. Our commitments under the Privacy Shield Principles are subject to the investigatory and enforcement powers of the U.S. Federal Trade Commission. In addition, our publication of our privacy policy and other statements regarding privacy and security may subject us to investigation or enforcement actions by state and federal regulators if they are found to be deceptive or misrepresentative of our practices. We also may be bound from time to time by contractual obligations, including model contract provisions approved by the European Commission and business associate contracts that impose certain obligations upon us relating to our handling of protected health information regulated by the Health Insurance Portability and Accountability Act of 1996, which imposes additional restrictions on our handling of personal information. The privacy and data security laws and regulations that we are subject to, as well as their interpretation, are evolving and we expect them to continue to change over time. For example, in 2016 the European Union adopted the General Data Protection Regulation, or GDPR, a new regulation governing data privacy, which will become effective in May 2018 and will replace the Data Protection Directive. The GDPR establishes new requirements applicable to the handling of personal data and imposes penalties for non-compliance of up to 4% of worldwide revenue. More generally, the various privacy and data security legal obligations that apply to us may evolve in a manner that relates to our practices or the features of our applications or platform. We may need to take additional measures to comply with the changes in our legal obligations and to maintain and improve our information security posture in an effort to avoid information security incidents or breaches affecting personal information or other sensitive or proprietary data.

Intellectual Property

We rely on a combination of patents, trademarks, and trade secrets, as well as contractual provisions and restrictions, to protect our intellectual property. As of January 31, 2018, we had nine issued patents in the United States that expire between 2019 and 2034, three issued patents internationally, as well as seven pending patent applications in the United States. These patents and patent applications seek to protect proprietary inventions relevant to our business. While we believe our patents and patent applications in the aggregate are important to our competitive position, no single patent or patent application is material to us as a whole. We intend to pursue additional patent protection to the extent we believe it would be beneficial and cost effective.

As of January 31, 2018, we owned two U.S. and 23 international trademark registrations for the mark SMARTSHEET. We also own two pending trademark applications, and several domain names, including www.smartsheet.com.

We rely primarily on trade secrets and confidential information to develop and maintain our competitive position. We seek to protect our trade secrets and confidential information through a variety of methods, including confidentiality agreements with employees, third parties, and others who may have access to our proprietary information. We also require employees to sign invention assignment agreements with respect to inventions arising from their employment, and strictly control access to our proprietary technology.

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Legal Proceedings

From time to time, we are involved in legal proceedings arising in the ordinary course of our business. We are not currently a party to any material pending legal proceedings.

Facilities

Our corporate headquarters is located in Bellevue, Washington, where we currently lease approximately 97,000 square feet under lease agreements that expire at various times from 2019 through 2024. We also lease facilities in Boston, Massachusetts, and in Edinburgh, Scotland.

We believe that our facilities are suitable to meet our current needs. We intend to expand our facilities or add new facilities as we add employees and enter new geographic markets, and we believe that suitable additional or alternative space will be available as needed to accommodate any such growth.

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MANAGEMENT

Executive Officers and Directors

The following table provides information regarding our executive officers and directors as of March 20, 2018.



Name	Age	Position(s)
Executive Officers:
Mark P. Mader	47	President, Chief Executive Officer and Director
Jennifer E. Ceran	54	Chief Financial Officer
Michael Arntz	56	Senior Vice President of Worldwide Field Operations
Andrew Lientz	45	Senior Vice President of Engineering
Gene M. Farrell	51	Senior Vice President of Product
Kara Hamilton	50	Senior Vice President of People Operations
Paul Porrini	56	General Counsel
Non-Employee Directors:
Geoffrey T. Barker	56	Chair of the Board
Brent Frei	51	Director
Elena Gomez	48	Director
Ryan Hinkle	36	Director
Matthew McIlwain	53	Director
James N. White	56	Director
Magdalena Yesil	59	Director


(1)	Member of the audit committee.


(2)	Member of the compensation committee.


(3)	Member of the nominating and corporate governance committee.

Executive officers

Mark P. Mader has served as our President since 2006 and as our Chief Executive Officer and a member of our board of directors since 2007. From 1995 to 2005, Mr. Mader served in various leadership positions at Onyx Software Corporation, a customer relationship management software company acquired by M2M Holdings, including as Senior Vice President of Global Services. From 1993 to 1995, Mr. Mader worked as a senior associate at Greenwich Associates, a financial consulting firm. Mr. Mader holds a B.A. in Geography from Dartmouth College. We believe that Mr. Mader’s experience in the software industry and his perspective and experience as our chief executive officer qualify him to serve on our board of directors.

Jennifer E. Ceran has served as our Chief Financial Officer since September 2016. Before joining us, Ms. Ceran served as the Chief Financial Officer of Quotient Technology, Inc., an online marketing platform, from September 2015 to September 2016. From October 2012 to September 2015, Ms. Ceran served as Vice President of Finance at Box, Inc., a cloud content management platform. From 2003 to 2012, Ms. Ceran served in various leadership roles at eBay Inc., a global commerce and payments platform, including as Vice President of Investor Relations, Vice President of Financial Planning and Analysis, and Vice President and Treasurer. Ms. Ceran holds a B.A. in Communications and French from Vanderbilt University and an M.B.A. in Finance and Accounting from the University of Chicago, Booth School of Business.

Michael Arntz has served as our Senior Vice President of Worldwide Field Operations since October 2016. From January 2015 to October 2016, Mr. Arntz served as Senior Vice President of Sales, America at NetSuite Inc., a business management software company. From September 2013 to November 2014, Mr. Arntz was Executive Vice President of Worldwide Sales at Kenandy, Inc., a provider of cloud enterprise resource planning solutions. From

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1994 to September 2013, Mr. Arntz held several leadership roles at Oracle Corporation, a computer technology company, including most recently as Group Vice President, North America Application Sales. Mr. Arntz holds a B.S. in Engineering and Biology from Michigan Technological University.

Andrew Lientz has served as our Senior Vice President of Engineering since November 2015. From October 2012 to November 2015, Mr. Lientz was a General Manager and Partner Group Program Manager at Microsoft Corporation, a multinational technology company. From 2010 to 2012, Mr. Lientz was Vice President of Engineering at EdgeCast, Inc., a content delivery network acquired by Verizon, and from 2007 to 2010, Senior Vice President of Technology at Experian plc, a consumer credit reporting agency. Mr. Lientz holds a B.S. in Engineering from Harvey Mudd College and an M.S. in Electrical Engineering from University of California, Los Angeles.

Gene M. Farrell has served as our Senior Vice President of Product since November 2017, and previously served as our Senior Vice President between June 2017 and November 2017. Before joining us, Mr. Farrell served as Vice President and General Manager of Enterprise Applications at Amazon Web Services, an on demand cloud computing platform and subsidiary of Amazon.com, Inc., from December 2014 to May 2017. From April 2012 to December 2014, Mr. Farrell served as the General Manager of Amazon WorkSpaces and EC2 Windows, a subsidiary of Amazon Web Services. From 2005 to 2012, Mr. Farrell served as Vice President and General Manager of Coca-Cola Freestyle Global Business Unit. Mr. Farrell holds a B.A. in Business from the University of Washington and an M.B.A. from Emory University’s Goizueta Business School.

Kara Hamilton has served as our Senior Vice President of People Operations since January 2018. From September 2016 through December 2017, Ms. Hamilton served as our Vice President of People Operations. From August 2014 to September 2016, she served as our Vice President of Finance and Human Resources. From September 2012 to August 2014, she served as our Director of Finance. In 2012, Ms. Hamilton was the Senior Director of Finance and Corporate Affairs at BlueView Technologies, a provider of acoustic imaging and measurement solutions and acquired by Teledyne RD Instruments, and from 2010 to 2012, she was the Director of Finance at GoAhead Software, a service availability software company acquired by Oracle Corporation. From 2007 to 2009, Ms. Hamilton was the Vice President of Finance for Vigilos, Inc., an enterprise security solutions provider, and held various other positions in finance and operations at Vigilos, Inc. from 2000 to 2006. Ms. Hamilton holds a B.S. in Commerce from Santa Clara University .

Paul Porrini has served as our General Counsel since March 2018. Before joining us, Mr. Porrini served as President and Chief Executive Officer at YuMe, Inc., a video advertising technology platform, from November 2016 to February 2018. From July 2012 to October 2016, Mr. Porrini served in various other executive positions at YuMe, Inc. including as Executive Vice President, General Counsel and Secretary. From February 2008 to June 2012, Mr. Porrini served as Vice President, Deputy General Counsel and Assistant Secretary at Hewlett-Packard Company, a global provider of technology and software products, and from 2001 to 2008 he served in a variety of other legal roles with Hewlett-Packard. From 1999 to 2001, Mr. Porrini served as Senior Vice President, General Counsel and Secretary of Bluestone Software, Inc., a web application server software company that was acquired by Hewlett-Packard. Prior to Bluestone, Mr. Porrini held partner and associate roles at several law firms. Mr. Porrini began his legal career as an Attorney Advisor in the Division of Corporation Finance with the SEC. Mr. Porrini holds a B.S. in Quantitative Business Analysis from the Pennsylvania State University, a J.D. from the Widener University School of Law and an L.L.M. (Taxation) from the Georgetown University Law Center.

Non-employee directors

Geoffrey T. Barker has served as a member of our board of directors since September 2012 and as chair of our board of directors since December 2017. From 2008 to July 2016, Mr. Barker co-founded RPX Corporation, a provider of patent risk management solutions, and served in several positions including as Director, Chief Operating Officer and Co-CEO. Mr. Barker has co-founded several businesses, including Vigilos, Inc., an enterprise security solutions provider, and the Cobalt Group, an online marketing services company. In addition to Smartsheet, Mr. Barker currently serves on the board of directors of a number of private companies. Mr. Barker holds a B.A. in Economics from Tufts University and an M.B.A. from Columbia University. We believe that Mr. Barker’s entrepreneurial, operating, and financial experience qualify him to serve on our board of directors.

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Brent Frei is our co-founder and has served as a member of our board of directors since 2005. Mr. Frei also served as our Chief Marketing Officer from 2007 to December 2016. Prior to Smartsheet, Mr. Frei co-founded Onyx Software Corporation, a provider of customer relationship management solutions, where he served as Chief Executive Officer from 1994 to 2004. Mr. Frei holds a B.A./B.E. in Engineering Sciences from Dartmouth College. We believe that Mr. Frei’s perspective as our co-founder and experience serving as a senior executive at large software companies qualify him to serve on our board of directors.

Elena Gomez has served as a member of our board of directors since October 2017. Since May 2016, Ms. Gomez has served as the Chief Financial Officer of Zendesk Inc., a global customer service software company. From 2010 to April 2016, Ms. Gomez served in senior finance roles at salesforce.com, inc., a provider of customer relationship management services, including Senior Vice President of Finance and Strategy and Senior Vice President of Go-to-Market Distribution. Prior to that, Ms. Gomez held a variety of senior leadership roles at Visa and Charles Schwab between 1998 and 2009. Ms. Gomez holds a B.S. in Business Administration from the Haas School of Business, University of California, Berkeley. We believe that Ms. Gomez’s senior finance executive experience at technology and finance companies qualifies her to serve on our board of directors.

Ryan Hinkle has served as a member of our board of directors since December 2012. Mr. Hinkle is a Managing Director at Insight Ventures, a venture capital firm, where he has worked since 2003. Mr. Hinkle currently serves on the board of directors of a number of private companies. Mr. Hinkle holds a B.S. in Finance and a B.S.E. in Electrical Engineering from the University of Pennsylvania. We believe that Mr. Hinkle’s experience advising and managing growth-oriented technology companies qualifies him to serve on our board of directors.

Matthew McIlwain has served as a member of our board of directors since 2007. Since 2002, Mr. McIlwain has served as a Managing Director at Madrona Venture Group, a venture capital firm. Previously, Mr. McIlwain held positions at Genuine Parts Company, McKinsey & Company, and Credit Suisse First Boston. Since 2007, Mr. McIlwain has served as a director for Apptio, Inc., a provider of technology business management solutions, and previously served on the board of Isilon Systems, a computer hardware and software company, prior to its acquisition by EMC Corporation in 2010. Mr. McIlwain also serves on the board of directors for a number of private companies. Mr. McIlwain holds a B.A. in Government and Economics from Dartmouth College, an M.P.P. in Public Policy from Harvard University’s Kennedy School of Government, and an M.B.A. from Harvard Business School. We believe that Mr. McIlwain’s experience advising and managing growth-oriented technology companies qualifies him to serve on our board of directors.

James N. White has served as a member of our board of directors since May 2014. Since 2000, Mr. White has served as a Managing Director at Sutter Hill Ventures, a venture capital firm. Mr. White previously held senior executive positions at Macromedia, Inc., a software developer, Silicon Graphics, Inc., a provider of graphical computing workstations, and Hewlett-Packard Company. Mr. White previously served on the board of directors of Shutterfly, Inc., an online provider of personalized products and services, from 2005 to June 2015. In addition to Smartsheet, Mr. White currently serves on the board of directors of a number of private companies. Mr. White holds a B.S. in Industrial Engineering from Northwestern University and an M.B.A. from Harvard Business School. We believe that Mr. White’s experience advising and managing growth-oriented technology companies qualifies him to serve on our board of directors.

Magdalena Yesil has served as a member of our board of directors since July 2017. Since 2010, Ms. Yesil has been a member of Broadway Angels, an angel investment group. From 1998 to 2006, Ms. Yesil was a partner at the venture capital firm U.S. Venture Partners. Previously, Ms. Yesil was the founding board member of salesforce, inc., a customer relationship management company, and served on its board for six years. Since May 2017, Ms. Yesil has served as a director of both RPX Corporation and Zuora, Inc. and a number of private companies. She has been the founder of four technology companies where she has served in various executive roles. Ms. Yesil holds a B.S. in Industrial Engineering and Management Science and an M.S. in Electrical Engineering from Stanford University. We believe that Ms. Yesil’s experience as an entrepreneur, investor, and executive in the technology industry qualifies her to serve on our board of directors.

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Election of Officers

Our executive officers are appointed by, and serve at the discretion of, our board of directors. There are no family relationships among any of our directors or executive officers.

Codes of Business Conduct and Ethics

Prior to the completion of this offering, our board of directors will adopt a code of business conduct and ethics that applies to all of our employees, officers, and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. The full text of our code of business conduct and ethics will be posted on the investor relations section of our website at www.smartsheet.com . The reference to our website address in this prospectus does not include or incorporate by reference the information on our website into this prospectus. We intend to disclose future amendments to certain provisions of our code of conduct, or waivers of these provisions, on our website or in public filings to the extent required by the applicable rules and exchange requirements.

Board of Directors Composition

Our current articles of incorporation authorizes, and our board of directors currently consists of, eight directors. Our current articles of incorporation and amended and restated voting agreement among certain of our shareholders provide for (1) one director to be designated by holders of our Series A convertible preferred stock, who is currently Mr. Frei ; (2) one director to be designated by holders of our Series B convertible preferred stock, who is currently Mr. McIlwain; (3) one director to be designated by holders of our Series D convertible preferred stock, who is currently Mr. Hinkle; (4) one director to be designated by holders of our Series E convertible preferred stock, who is currently Mr. White; (5) one director to be our current Chief Executive Officer, who is currently Mr. Mader; and (6) three remaining directors to be designated by the other members of our board of directors, who are currently Mr. Barker and Mses. Gomez and Yesil.

The provisions of our current articles of incorporation and our amended and restated voting agreement by which our directors were elected will terminate in connection with this offering and there will be no contractual obligations regarding the election of our directors. Each of our current directors will continue to serve until the election and qualification of his or her successor, or his or her earlier death, resignation or removal.

Classified Board of Directors

Upon completion of this offering, our board of directors will be divided into three staggered classes of directors. At each annual meeting of shareholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring. As a result, only one class of directors will be elected at each annual meeting of our shareholders, with the other classes continuing for the remainder of their respective three-year terms. Our directors will be divided among the three classes as follows:


•	the Class I directors will be Mark P. Mader, Elena Gomez and Magdalena Yesil, and their terms will expire at the first annual meeting of shareholders to be held after completion of this offering;


•	the Class II directors will be Matthew McIlwain, Geoffrey T. Barker and James N. White, and their terms will expire at the second annual meeting of shareholders to be held after completion of this offering; and


•	the Class III directors will be Brent Frei and Ryan Hinkle, and their terms will expire at the third annual meeting of shareholders to be held after completion of this offering.

Each director’s term continues until the election and qualification of his or her successor, or his or her earlier death, resignation, or removal. Our amended and restated articles of incorporation and amended and restated bylaws that will be in effect upon the completion of this offering, will authorize only our board of directors to fill vacancies on our board of directors. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of our board of directors may have the effect of delaying or preventing changes in control of our company. See the section

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titled “Description of Capital Stock—Anti-Takeover Provisions—Amended and Restated Articles of Incorporation and Amended and Restated Bylaws Provisions.”

Director Independence

In connection with this offering, we have applied to list our Class A common stock on the New York Stock Exchange. Under the rules of the New York Stock Exchange, independent directors must comprise a majority of a listed company’s board of directors within a specified period of the completion of this offering. In addition, the rules of the New York Stock Exchange require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent. Under the rules of the New York Stock Exchange, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries. We intend to satisfy the audit committee independence requirements of Rule 10A-3 as of the completion of this offering.

Our board of directors has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our board of directors determined that all of our non-employee directors other than Mr. Frei are “independent directors” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the New York Stock Exchange. In making these determinations, our board of directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management, including the beneficial ownership of our capital stock by each non-employee director and the transactions involving them described under the section titled “Certain Relationships and Related-Party Transactions.”

Committees of the Board of Directors

Our board of directors has an audit committee, a compensation committee, and a nominating and corporate governance committee, each of which will have the composition and responsibilities described below as of the completion of this offering. Members serve on these committees until their resignation or until otherwise determined by our board of directors. Each committee will operate under a charter approved by our board of directors. Following this offering, copies of each committee’s charter will be posted on the investor relations section of our website at www.smartsheet.com .

Audit Committee

Our audit committee is comprised of , and . is the chairperson of our audit committee. The composition of our audit committee meets the requirements for independence under the current New York Stock Exchange and SEC rules and regulations. Each member of our audit committee is financially literate. In addition, our board of directors has determined that is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act. This designation does not impose on him any duties, obligations, or liabilities that are greater than are generally imposed on members of our audit committee and our board of directors. Our audit committee is directly responsible for, among other things:


•	selecting a firm to serve as the independent registered public accounting firm to audit our consolidated financial statements;

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•	ensuring the independence of the independent registered public accounting firm;


•	discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and the independent accountants, our interim and year-end operating results;


•	establishing procedures for employees to anonymously submit concerns about questionable accounting or audit matters;


•	considering the adequacy of our internal control and internal audit function;


•	reviewing related-party transactions and proposed waivers; and


•	approving or, as permitted, pre-approving all audit and non-audit services to be performed by the independent registered public accounting firm.

Compensation Committee

Our compensation committee is comprised of , and . is the chairperson of our compensation committee. The composition of our compensation committee meets the requirements for independence under the current New York Stock Exchange listing standards and SEC rules and regulations. Our compensation committee is responsible for, among other things:


•	reviewing and approving, or recommending that our board of directors approve, the compensation of our executive officers;


•	reviewing and recommending to our board of directors the compensation of our directors;


•	reviewing and recommending to our board of directors the terms of any compensatory agreements with our executive officers;


•	administering our stock and equity incentive plans;


•	reviewing and approving, or making recommendations to our board of directors with respect to, incentive compensation and equity plans; and


•	reviewing our overall compensation philosophy.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee is comprised of and . is the chairperson of our nominating and corporate governance committee. The composition of our nominating and corporate governance committee meets the requirements for independence under the current New York Stock Exchange listing standards and SEC rules and regulations. Our nominating and corporate governance committee is responsible for, among other things:


•	identifying and recommending candidates for membership on our board of directors;


•	reviewing and recommending our corporate governance guidelines and policies;


•	reviewing proposed waivers of the code of conduct for directors and executive officers;


•	overseeing the process of evaluating the performance of our board of directors; and


•	assisting our board of directors on corporate governance matters.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee is or has been an officer or employee of our company. None of our executive officers has served as a member of the board of directors, or as a member of the

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compensation or similar committee, of any entity that has one or more executive officers who served on our board of directors or compensation committee during the year ended January 31, 2018.

Non-Employee Director Compensation

The following table presents the total compensation for each person who served as a non-employee member of our board of directors during the year ended January 31, 2018. Other than as set forth in the table, in the year ended January 31, 2018, we did not make any equity awards or non-equity awards to, or pay any other compensation to the non-employee members of our board of directors. Mr. Mader, our Chief Executive Officer, received no compensation for his service as a director in the year ended January 31, 2018.



Name	Option Awards ⁽¹⁾		Total
Geoffrey T. Barker ⁽²⁾	$	—	$	—
Brent Frei ⁽³⁾	—		—
Elena Gomez ⁽⁴⁾	301,025		301,025
Ryan Hinkle	—		—
Matthew McIlwain	—		—
James N. White	—		—
Magdalena Yesil ⁽⁵⁾	301,720		301,720

(1)

The amounts reported in this column represent the aggregate grant date fair value of the stock options granted to our directors during the year ended January 31, 2018 as computed in accordance with Accounting Standards Codification Topic 718. The assumptions used in calculating the aggregate grant date fair value of the stock options reported in this column are set forth in Note 12 to our consolidated financial statements included elsewhere in this prospectus. The amounts reported in this column reflect the accounting cost for these stock options, and do not correspond to the actual economic value that may be received by our directors from the stock options.


(2)	As of January 31, 2018, Mr. Barker held options for the purchase of 225,000 shares of our Class B common stock, all of which were vested as of such date.


(3)	As of January 31, 2018, Mr. Frei held options for the purchase of 25,000 shares of our Class B common stock, all of which were unvested as of such date.


(4)	As of January 31, 2018, Ms. Gomez held options for the purchase of 130,000 shares of our Class B common stock, 10,833 shares of which were vested as of such date.


(5)	As of January 31, 2018, Ms. Yesil held options for the purchase of 130,000 shares of our Class B common stock, 21,666 of which were vested as of such date.

Non-Employee Director Cash Compensation

Upon completion of this offering, each non-employee director will be entitled to receive an annual cash retainer of $30,000 for service on the board of directors and additional annual cash compensation for committee membership as follows:


•	audit committee chair: $20,000;


•	audit committee member: $8,000;


•	compensation committee chair: $10,000;


•	compensation committee member: $5,000;


•	nominating and governance committee chair: $7,500; and


•	nominating and governance committee member: $3,500.

In addition, the lead independent director of the board will be entitled to receive an additional annual cash retainer of $15,000.

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Non-Employee Director Equity Grants

Initial public offering RSU grant

In connection with this offering, each non-employee director on our board of directors at the closing of this offering will be granted restricted stock units, or the IPO RSUs, under our 2018 Equity Incentive Plan, having an aggregate value of $150,000 based on the initial public offering price. The IPO RSUs shall fully vest on the earlier of (1) the date of the next annual meeting of our shareholders following this offering, and (2) the date that is one year following the grant date, in each case so long as the non-employee director continues to provide services to us through such date. In addition, the IPO RSUs will fully vest upon the consummation of a corporate transaction (as defined in our 2018 Equity Incentive Plan).

Initial appointment RSU grant

Each new non-employee director appointed to our board of directors following this offering will be granted restricted stock units, or the Initial Appointment RSUs, on the date of his or her appointment to our board of directors, under our 2018 Equity Incentive Plan, having an aggregate value of $250,000 based on the average daily closing price of the Class A common stock on the New York Stock Exchange in the 10 trading days ending on the day preceding the date of grant. The Initial Appointment RSUs will vest as to one-third of the Initial Appointment RSUs on each of the first three anniversaries following the date of grant so long as the non-employee director continues to provide services to us through such date. In addition, the Initial Appointment RSUs will fully vest upon the consummation of a corporate transaction (as defined in our 2018 Equity Incentive Plan).

If an individual is first elected as a non-employee director at an annual meeting of shareholders, he or she will be granted an annual RSU grant, as described below, in lieu of the Initial Appointment RSUs.

Annual RSU grant

On the date of each annual meeting of shareholders following the completion of this offering, commencing with our 2019 annual meeting of shareholders, each non-employee director who is serving on our board of directors, and will continue to serve on our board of directors following the date of such annual meeting, will automatically be granted restricted stock units, or Annual RSUs, under our 2018 Equity Incentive Plan, having an aggregate value of $150,000 based on the average daily closing price of the Class A common stock on the New York Stock Exchange for the 10 trading days ending on the day preceding the date of grant. The Annual RSUs will fully vest on the earlier of (1) the date of the following year’s annual meeting of shareholders and (2) the date that is one year following the date of grant. In addition, the Annual RSUs will fully vest upon the consummation of a corporate transaction (as defined in our 2018 Equity Incentive Plan).

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EXECUTIVE COMPENSATION

The following tables and accompanying narrative disclosure set forth information about the compensation provided to our executive officers during the fiscal year ended January 31, 2018. These executive officers, who include our principal executive officer and the two most highly-compensated executive officers (other than our principal executive officer) who were serving as executive officers on January 31, 2018, were:


•	Mark P. Mader, President, Chief Executive Officer and Director;


•	Gene M. Farrell, Senior Vice President of Product; and


•	Kara Hamilton, Senior Vice President of People Operations.

We refer to these individuals as our “named executive officers.”

Summary Compensation Table

The following table provides information regarding the compensation of our named executive officers.



Name and Principal Position	Fiscal Year	Salary		Option Awards ⁽¹⁾		Non-Equity Incentive Plan Compensation ⁽²⁾		Total
Mark P. Mader	2018	$	325,000	$	1,419,923	$	153,200	$	1,898,123
President and Chief Executive Officer	2017	263,818		—		75,945		339,763
Gene M. Farrell	2018	216,667 ⁽³⁾		2,382,577		90,625		2,689,869
Senior Vice President of Product
Kara Hamilton	2018	230,000		642,878		54,000		926,878
Senior Vice President of People Operations

(1)

The amounts reported in this column represent the aggregate grant date fair value of the stock options granted to our named executive officers during the year ended January 31, 2018 as computed in accordance with Accounting Standards Codification Topic 718. The assumptions used in calculating the aggregate grant date fair value of the stock options reported in this column are set forth in Note 12 to our consolidated financial statements included in this prospectus. The amounts reported in this column reflect the accounting cost for these stock options, and do not correspond to the actual economic value that may be received by our named executive officers from the stock options.


(2)	For additional information regarding non-equity incentive plan compensation, see the section titled “—Non-Equity Incentive Plan Compensation.”


(3)	Mr. Farrell was hired in June 2017 with an annual salary of $325,000.

Non-Equity Incentive Plan Compensation

For the year ended January 31, 2018, each of our named executive officers was eligible to receive a cash bonus based on our achievement of certain performance metrics established by the compensation committee of our board of directors, including certain booking targets and our cash burn rate. The compensation committee established target and maximum levels of performance for each metric and following the year ended January 31, 2018, reviewed the level of achievement of each performance goal against the pre-established targets, and approved the payment of the bonuses set forth in the Summary Compensation Table above.

Equity Awards

From time to time, we grant equity awards in the form of stock options to our named executive officers, which are generally subject to vesting based on each of our named executive officer’s continued service with us. Each of our named executive officers currently holds outstanding stock options to purchase shares of our Class B common

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stock that were granted under our 2 005 Stock Option/Restricted Stock Plan, or the 2005 Plan, and our 2015 Equity Incentive Plan, as amended, or the 2015 Plan, as set forth in the “—Outstanding Equity Awards at Year-End Table” below.

Offer Letters

Each of our named executive officers has entered into an offer letter that provides for at-will employment and generally includes the named executive officer’s initial base salary, an indication of eligibility for an annual cash incentive award opportunity, and equity awards. In addition, each of our named executive officers has executed a form of our standard confidential information and invention assignment agreement. Any potential payments and benefits due upon a termination of employment in connection with a change in control of us are described below in “ — Potential Payments upon Termination or Change in Control.”

Mark P. Mader

We entered into an offer letter with Mr. Mader, our President and Chief Executive Officer, on January 11, 2006. Pursuant to the offer letter, Mr. Mader’s initial base salary was established at $112,500 per year. On January 17, 2006, in accordance with the terms of his offer letter, Mr. Mader purchased (1) 1,250,000 shares of our common stock at a purchase price of $0.016 per share, which was equal to the fair market value of our common stock on the date it was sold as determined by our board of directors and (2) 500,000 shares of our Series A-1 Preferred Stock at a purchase price of $0.16 per share.

Gene M. Farrell

We entered into an offer letter with Mr. Farrell, our Senior Vice President of Product, on May 1, 2017. Pursuant to the offer letter, Mr. Farrell’s initial base salary was established at $325,000 per year. In addition, Mr. Farrell was eligible to receive an annual cash bonus of up to $100,000 based on the achievement of mutually agreed-upon objectives. On August 8, 2017, in accordance with the terms of his offer letter, Mr. Farrell was granted a stock option to purchase 1,000,000 shares of our common stock at an exercise price of $5.28 per share, which was equal to the fair market value of our common stock on the date the option was granted as determined by our board of directors.

Kara Hamilton

We entered into an offer letter with Ms. Hamilton, our Senior Vice President of People Operations, on August 9, 2012. Pursuant to the offer letter, Ms. Hamilton’s initial base salary was established at $130,000 per year. On February 20, 2013, in accordance with the terms of her offer letter, Ms. Hamilton was granted a stock option to purchase 100,000 shares of our common stock at an exercise price of $0.712 per share, which was equal to the fair market value of our common stock on the date the option was granted as determined by our board of directors.

Potential Payments upon Termination or Change in Control

We have entered into change in control severance agreements, or Change in Control Agreements, with each of our named executive officers. These agreements provide for each of these named executive officers to receive the benefits described below upon either a termination by us of the named executive officer’s employment without “cause” or a voluntarily resignation by the named executive officer from his or her employment for “good reason” (each, as defined in the Change in Control Agreement) during the period three months before a “change in control” (as defined in the Change in Control Agreement) and ending 12 months after a change in control of our company. We refer to either of these terminations as a “qualifying termination.” These benefits are contingent upon the consummation of the change in control of our company. These benefits are also contingent upon the named executive officer executing a customary release of claims.

If a change in control occurs and our successor or acquirer refuses to assume, convert, replace or substitute the then-outstanding and unvested equity awards held by these named executive officers, then those awards will accelerate in full, except that awards subject to the satisfaction of performance criteria will accelerate if, and only to the extent, set forth in the applicable award agreement.

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In the event of qualifying termination that occurs during the period from three months before a change in control to 12 months after a change in control, each of these named executive officers are entitled to: (1) a lump-sum payment equal to six months of base salary or, in the case of Mr. Mader, 12 months of base salary, (2) a lump-sum payment equal to the named executive officer’s annual bonus for the then-current fiscal year, based on 100% of target performance and prorated for the portion of the applicable bonus year actually worked by such executive prior to such termination, and (3) acceleration of 100% of the time-based vesting of each then-outstanding and unvested equity award, provided, that awards subject to the satisfaction of performance criteria will accelerate if, and only to the extent, set forth in the applicable award agreement.

The Change in Control Agreements with each of the named executive officers will be in effect for three years, unless renewed, or earlier terminated, subject to certain limitations. The benefits under the Change in Control Agreements will supersede all other agreements and understandings between us and each of the named executive officers with respect to severance and vesting acceleration, if any.

Outstanding Equity Awards at Year-End Table

The following table presents, for each of our named executive officers, information regarding outstanding stock options and other equity awards held as of January 31, 2018 .

Option Awards

Vesting

Commencement

Date

Number of

Securities

Underlying

Unexercised

Options

Exercisable

Number of

Securities

Underlying

Unexercised

Options

Unexercisable

Option

Exercise

Price

Option

Expiration

Date

Name

Mark P. Mader

1/1/2014 ⁽¹⁾

51,654

—

0.980

2/21/2024

1/1/2015 ⁽¹⁾

47,916

25,000 ⁽³⁾⁽⁶⁾

1.380

2/18/2025

2/1/2017 ⁽²⁾

—

800,000 ⁽⁴⁾⁽⁶⁾

3.730

3/16/2027

Gene M. Farrell

6/1/2017 ⁽²⁾

—

1,000,000 ⁽⁵⁾⁽⁶⁾

5.280

8/8/2027

Kara Hamilton

9/1/2012 ⁽¹⁾

69,928

—

0.712

2/20/2023

1/1/2014 ⁽¹⁾

15,000

—

0.980

2/21/2024

1/1/2015 ⁽¹⁾

7,500

2,500 ⁽³⁾⁽⁶⁾

1.380

2/18/2025

2/1/2016 ⁽²⁾

4,072

4,428 ⁽³⁾⁽⁶⁾

2.460

3/30/2026

2/1/2017 ⁽²⁾

—

65,000 ⁽⁵⁾⁽⁶⁾

3.730

3/16/2027

1/1/2018 ⁽²⁾

—

125,000 ⁽⁵⁾⁽⁶⁾

7.400

1/29/2028


(1)	These outstanding equity awards were granted under our 2005 Plan.


(2)	These outstanding equity awards were granted under our 2015 Plan.


(3)	Vests with respect to 25% of the shares underlying the option on the one-year anniversary of the vesting commencement date and the remaining 75% of the shares underlying the option vest in equal monthly installments over three years.


(4)	Vests with respect to 25% of the shares underlying the option on the one-year anniversary of the vesting commencement date and the remaining 75% of the shares underlying the option vest in equal monthly installments over three years.


(5)	Vests with respect to 20% of the shares underlying the option on the one-year anniversary of the vesting commencement date, and the remaining 80% of the shares vest (a) 2.0833% monthly during the second and fourth years of vesting and (b) 2.5% monthly during the third year of vesting.


(6)	Subject to acceleration in the event of a qualifying termination or change of control of our company under each named executive officer’s Change in Control Agreement, as discussed in “—Potential Payments upon Termination or Change in Control” above.

Employee Benefit Plans

2005 Plan

Our 2005 Plan was adopted by our board of directors on July 9, 2005, approved by our shareholders on July 11, 2005, and was last amended and restated on April 16, 2014. As of the effective date of our 2015 Plan, described

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below, we ceased issuing awards under our 2005 Plan. However, any outstanding options granted under the 2005 Plan will remain outstanding, subject to the terms of our 2005 Plan and stock option agreements, until such outstanding options are exercised or until they terminate or expire by their terms. As of January 31, 2018, options to purchase 9,280,807 shares had been exercised, options to purchase 3,779,990 shares remained outstanding, and no shares remained available for grant. The options outstanding as of January 31, 2018 had a weighted-average exercise price of $0.82 per share. The material terms of the 2005 Plan are summarized below.

Administration

Our 2005 Plan is administered by our board of directors or a committee thereof.

Eligibility

The 2005 Plan provides for the grant of incentive stock options, which qualify for favorable tax treatment to their recipients under Section 422 of the Code, to our employees and employees of any parent or subsidiary of ours and for the grant of nonstatutory stock options, as well as for the issuance of shares of restricted stock to, our employees, directors, and consultants, and employees and consultants of any parent, subsidiary, or affiliate of ours. We have only granted stock options under our 2005 Plan.

Options

The exercise price of each nonstatutory stock option must be at least equal 85% of the fair market value of our Class B common stock on the date of grant (to the extent required by applicable law). The exercise price of each incentive stock option must be at least equal to the fair market value of our Class B common stock on the date of grant. The exercise price of stock options, whether nonstatutory or incentive stock options, granted to 10% shareholders must be at least equal to 110% of the fair market value of our Class B common stock on the date of grant. The maximum permitted term of incentive stock options (and to the extent required by applicable laws, nonstatutory stock options) granted under our 2005 Plan is 10 years, except that the maximum permitted term of incentive stock options granted to 10% shareholders is five years. After the termination of a participant’s service, he or she may exercise the vested portion of his or her option for the period of time in his or her stock option agreement. However, in no event may an option be exercised later than the expiration of its term.

Limited transferability

Options granted under our 2005 Plan may not be transferred in any manner other than by will or by the laws of descent and distribution or as determined by the administrator. Unless otherwise permitted by the administrator, stock options may be exercised during the lifetime of the optionee only by the optionee or the optionee’s guardian or legal representative.

Change in control

In the event we are party to a merger, reorganization, or other corporate transaction, our 2005 Plan provides that awards shall be subject to the agreement providing for such merger, reorganization, or corporate transaction, which need not provide for uniform treatment of awards, or portions thereof, and which may provide, without limitation, for the assumption of outstanding awards by the surviving corporation or its parents, for their continuation by us (if we are the surviving corporation), for accelerated vesting or for their cancellation with or without consideration, in all cases without the consent of the participant. Except as determined by the administrator in the applicable stock option agreement or restricted stock agreement, if the agreement providing for the merger, reorganization, or corporate transaction provides for the assumption or continuation of awards, then no acceleration of vesting shall occur. If any surviving or acquiring corporation fails to assume or continue such stock awards, stock awards held by participants whose continuous service has not terminated will accelerate vesting in full prior to the corporate transaction.

Adjustments

In the event of a subdivision, reclassification, combination, or consolidation of the outstanding shares of our Class B common stock, a declaration of a dividend payable in shares of our Class B common stock or any other

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dividend that has a material effect on the price of our Class B common stock, or a recapitalization, reorganization, merger, liquidation, spin-off, split-up, distribution, stock split or reverse stock split, exchange of shares, repurchase of shares, change in corporate structure, or other similar occurrence, the administrator will make appropriate adjustments to (1) the number and class of shares covered by each outstanding award and (2) the exercise price of each outstanding option.

2015 Equity Incentive Plan

We currently maintain the 2015 Plan. Our 2015 Plan was adopted by our board of directors on June 17, 2015 and was approved by our shareholders on October 7, 2015. Our 2015 Plan has been amended from time to time. We will not grant any additional awards under the 2015 Plan following the completion of this offering. Instead, we will grant equity awards under our 2018 Equity Incentive Plan, described below. However, any outstanding awards granted under the 2015 Plan will remain outstanding, subject to the terms of the 2015 Plan and applicable award agreements, until they are exercised or settled or until they terminate or expire by their terms. The material terms of the 2015 Plan are summarized below.

Share reserve

As of January 31, 2018, we had 10,826,561 shares of our Class B common stock reserved for issuance pursuant to grants under our 2015 Plan, which number includes the number of shares that were: (1) previously reserved for issuance under our 2005 Plan but not issued or subject to outstanding grants under the 2005 Plan on the date the 2015 Plan was adopted by our board of directors; (2) subject to issuance under our 2005 Plan that cease to be subject to an award for any reason other than exercise of an option after the date the 2015 Plan was adopted by our board of directors; and (3) issued under our 2005 Plan that are repurchased by us or which are forfeited or used to pay withholding obligations or pay the exercise price of an option. As of January 31, 2018, options to purchase 324,934 of these shares had been exercised, options to purchase 9,575,449 of these shares remained outstanding, a stock award for 500,000 of these shares had been granted and purchased, 130,000 of these shares were issuable upon the settlement of restricted stock units, or RSUs, and 296,178 of these shares remained available for grant. The options outstanding as of January 31, 2018 had a weighted-average exercise price of $3.73 per share.

Administration

Our 2015 Plan is administered by our board of directors or a committee thereof.

Eligibility

Pursuant to the 2015 Plan, we may grant incentive stock options only to our employees and employees of any parent or subsidiary of ours (in each case including officers and directors who are also employees). We may grant non-statutory stock options, as well as shares of restricted stock, RSUs, and stock appreciation rights to our employees (including officers and directors who are also employees), non-employee directors and consultants and, employees (including officers and directors who are also employees) and consultants of any parent or subsidiary of ours. As of January 31, 2018, we have only granted stock options, restricted stock, and RSUs under our 2015 Plan.

Options

The exercise price of each stock option must be at least equal to the fair market value of our Class B common stock on the date of grant unless expressly determined in writing by the administrator on the date of grant. However, the exercise price of any incentive stock option granted to an individual who owns more than 10% of the total combined voting power of all classes of our capital stock must be at least equal to 110% of the fair market value of our Class B common stock on the date of grant. The maximum permitted term of options granted under our 2015 Plan is 10 years from the date of grant, except that the maximum permitted term of incentive stock options granted to an individual who owns more than 10% of the total combined voting power of all classes of our capital stock is five years from the date of grant.

After the termination of a participant’s service, he or she may exercise the vested portion of his or her option for the period of time stated in his or her stock option agreement. If the stock option agreement does not specify such a period, the option (1) will immediately be forfeited if the participant’s service is terminated for cause, (2) will

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remain exercisable for 12 months after termination of the participant’s service if the participant’s service terminates due to death or disability or the participant dies within three months after any termination of participant’s service for any reason other than cause, or (3) will remain exercisable for three months after termination of the participant’s service for any other reason. However, in no event may an option be exercised later than the expiration of its term.

Restricted stock awards

A restricted stock award under the 2015 Plan is an offer by us to sell shares of our Class B common stock subject to restrictions, which may lapse based on the satisfaction of service or achievement of performance conditions. The price, if any, of a restricted stock award will be determined by the administrator. Holders of unvested shares acquired pursuant to a restricted stock award, unlike holders of options, will have the right to vote and any dividends or stock distributions paid pursuant to such unvested shares will be accrued and paid when the restrictions on such shares lapse.

Restricted stock units

Restricted stock units, or RSUs, represent the right to receive shares of our Class B common stock at a specified date in the future, subject to forfeiture of that right due to termination of employment or failure to achieve other conditions. Generally, the vesting of our RSUs occurs upon satisfaction of both a liquidity-event vesting condition and a time-based vesting schedule on or before the expiration date of such RSUs. RSUs will be forfeited in case of a termination of employment or service before the satisfaction of both the liquidity-event vesting condition and the time-based vesting schedule or, otherwise, generally in case of non-satisfaction of either the liquidity-event vesting condition or the time-based vesting schedule. Following the satisfaction of the liquidity-event vesting condition, RSUs that remain unvested as of the date of such liquidity event due to the RSUs’ time-based vesting schedule will continue to vest after the liquidity-event vesting condition for so long as the holder remains in continuous service status through each such time-based vesting date.

Limited transferability

Unless otherwise determined by the administrator, awards granted under our 2015 Plan may not be transferred in any manner other than by will or by the laws of descent and distribution, except that nonstatutory stock options may be transferred to certain trusts or by gift to certain family members. Unless otherwise permitted by the administrator, awards may be exercised during the lifetime of the participant only by the participant or the participant’s guardian or legal representative.

Change in control

In the event of an acquisition or other combination (as defined in the 2015 Plan) any or all outstanding awards may be assumed or replaced by the successor corporation, which assumption or replacement will be binding on all plan participants. In the alternative, the successor corporation may substitute equivalent awards or provide substantially similar consideration to plan participants as was provided to shareholders (after taking into account the existing provisions of the awards). The successor corporation may also issue, in place of outstanding shares held by the plan participant, substantially similar shares or other property subject to repurchase restrictions no less favorable to the plan participant. In the event such successor or acquiring corporation (if any) refuses to assume, convert, replace or substitute awards, as provided above, pursuant to an acquisition or other combination, then notwithstanding any other provision in the 2015 Plan to the contrary, such awards will have their vesting accelerate as to all shares subject to such award (and any applicable right of repurchase fully lapse) immediately prior to the acquisition or other combination. In addition, in the event such successor or acquiring corporation (if any) refuses to assume, convert, replace or substitute awards, as provided above, pursuant to an acquisition or other combination, the plan participants will be notified in writing or electronically that such award will be exercisable for a period of time determined by the board of directors or compensation committee in its sole discretion, and such award will terminate upon the expiration of such period. Awards need not be treated similarly in an acquisition or other combination.

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Adjustments

In the event that the number of outstanding shares of our Class B common stock is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification, or other change in our capital structure affecting shares of Class B common stock issued under our 2015 Plan without consideration, then in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under our 2015 Plan, (1) the number of shares of Class B common stock reserved for issuance under our 2015 Plan, (2) the exercise prices of and number of shares subject to outstanding options and stock appreciation rights, and (3) the purchase prices of or number of shares subject to other outstanding awards will (to the extent appropriate) be proportionally adjusted, subject to any required action by our board of directors or shareholders and compliance with applicable securities laws.

Dissolution or liquidation

Our 2015 Plan provides that our board of directors may at any time terminate any and all outstanding options or stock appreciation rights upon our dissolution or liquidation.

Termination

We expect to terminate the 2015 Plan and will cease issuing awards thereunder upon the effective date of our 2018 Equity Incentive Plan (described below), which is the date immediately prior to the date of the effectiveness of the registration statement of which prospectus this forms a part. Any outstanding options, restricted stock and RSUs granted under the 2015 Plan will remain outstanding, subject to the terms of our 2015 Plan and stock option agreements, restricted stock agreements and RSUs agreements, until such awards are exercised, as applicable, or until they terminate or expire by their terms.

2018 Equity Incentive Plan

We intend to adopt a 2018 Equity Incentive Plan, or the 2018 Plan, that will become effective on the date immediately prior to the date of the effectiveness of the registration statement of which this prospectus forms a part and will serve as the successor to our 2015 Plan. Our 2018 Plan authorizes the award of stock options, restricted stock awards, or RSAs, stock appreciation rights, or SARs, RSUs, performance awards, and stock bonus awards. We intend to initially reserve shares of our Class A common stock, plus an additional number of shares of Class A common stock equal to any shares reserved but not issued or subject to outstanding grants under the 2015 Plan on the effective date of the 2018 Plan, for issuance pursuant to awards granted under our 2018 Plan. The number of shares reserved for issuance under our 2018 Plan will increase automatically on February 1 of each of the first 10 calendar years after the effective date by the number of shares equal to the lesser of 5% of the aggregate number of outstanding shares of our Class A and Class B common stock as of the immediately preceding January 31, or such lesser number as may be determined by our board of directors.

In addition, the following shares will again be available for issuance pursuant to awards granted under our 2018 Plan:


•	shares subject to options or SARs granted under our 2018 Plan that cease to be subject to the option or SAR for any reason other than exercise of the option or SAR;


•	shares subject to awards granted under our 2018 Plan that are subsequently forfeited or repurchased by us at the original issue price;


•	shares subject to awards granted under our 2018 Plan that otherwise terminate without such shares being issued;


•	shares subject to awards granted under our 2018 Plan that are surrendered, canceled, or exchanged for cash or a different award (or a combination thereof);

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•	shares subject to awards granted under our 2005 Plan and our 2015 Plan prior to the termination of the 2005 Plan and 2015 Plan, respectively, that cease to be subject to such awards by forfeiture or otherwise after the termination of the 2005 Plan and 2015 Plan, respectively;


•	shares issued under our 2005 Plan and our 2015 Plan before or after the termination of the 2005 Plan and 2015 Plan, respectively, pursuant to the exercise of stock options that are forfeited after the termination of the 2005 Plan and 2015 Plan, respectively;


•	shares issued under our 2005 Plan and our 2015 Plan that are repurchased by us at the original issue price; and


•	shares subject to awards under our 2005 Plan, our 2015 Plan or our 2018 Plan that are used to pay the exercise price of an option or withheld to satisfy the tax withholding obligations related to any award.


•	shares of our Class B common stock that were either reserved, but not issued under the 2015 Plan as of the date of this prospectus, or issued under the 2005 Plan or 2015 Plan and later become available for grant under our 2018 Plan, either as set forth above, shall be issued under the 2018 Plan only as shares of Class A common stock.

Administration

Our 2018 Plan is expected to be administered by our compensation committee or by our board of directors acting in place of our compensation committee. Subject to the terms and conditions of the 2018 Plan, the compensation committee will have the authority, among other things, to select the persons to whom awards may be granted, construe and interpret our 2018 Plan, determine the terms of such awards, and prescribe, amend, and rescind the rules and regulations relating to the plan or any award granted thereunder. The 2018 Plan provides that the board of directors or compensation committee may delegate its authority, including the authority to grant awards, to one or more executive officers to the extent permitted by applicable law, provided that awards granted to non-employee directors may only be determined by our board of directors.

Eligibility

Our 2018 Plan will provide for the grant of awards to our employees, directors, consultants, independent contractors, and advisors. No non-employee director may receive awards under the 2018 Plan that, when combined with cash compensation received for service as a non-employee director, exceeds $750,000 in value (as described in the 2018 Plan) in any calendar year, increased to $1,000,000 in value (as described in the 2018 Plan) in the calendar year of his or her initial services as a non-employee director.

Options

The 2018 Plan provides for the grant of both incentive stock options intended to qualify under Section 422 of the Code, and non-statutory stock options to purchase shares of our Class A common stock at a stated exercise price. Incentive stock options may only be granted to employees, including officers and directors who are also employees. The exercise price of stock options granted under the 2018 Plan must be at least equal to the fair market value of our Class A common stock on the date of grant. Incentive stock options granted to an individual who holds, directly or by attribution, more than 10% of the total combined voting power of all classes of our capital stock must have an exercise price of at least 110% the fair market value of our Class A common stock on the date of grant. Subject to stock splits, dividends, recapitalizations or similar events, no more than shares may be issued pursuant to the exercise of incentive stock options granted under the 2018 Plan.

Options may vest based on service or achievement of performance conditions. Our compensation committee may provide for options to be exercised only as they vest or to be immediately exercisable, with any shares issued on exercise being subject to our right of repurchase that lapses as the shares vest. The maximum term of options granted under our 2018 Plan is 10 years from the date of grant, except that the maximum permitted term of incentive stock options granted to an individual who holds, directly or by attribution, more than 10% of the total combined voting power of all classes of our capital stock is five years from the date of grant.

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Restricted stock awards

A RSA is an offer by us to sell shares of our Class A common stock subject to restrictions, which may lapse based on the satisfaction of service or achievement of performance conditions. The price, if any, of a RSA will be determined by the compensation committee. Holders of unvested shares acquired through RSAs, unlike holders of options, will have the right to vote and any dividends or stock distributions paid pursuant to such unvested shares will be accrued and paid when the restrictions on such shares lapse. Unless otherwise determined by the compensation committee at the time of award, vesting will cease on the date the participant no longer provides services to us and unvested shares will be forfeited to or repurchased by us.

Stock appreciation rights

A SAR provides for a payment, in cash or shares of our Class A common stock (up to a specified maximum of shares, if determined by our compensation committee), to the holder based upon the difference between the fair market value of our common stock on the date of exercise and a predetermined exercise price, multiplied by the number of shares. The exercise price of a SAR must be at least the fair market value of a share of our common stock on the date of grant. SARs may vest based on service or achievement of performance conditions, and may not have a term that is longer than 10 years from the date of grant.

Restricted stock units

RSUs represent the right to receive shares of our Class A common stock at a specified date in the future, and may be subject to vesting based on service or achievement of performance conditions. Payment of earned RSUs will be made as soon as practicable on a date determined at the time of grant, and may be settled in cash, shares of our Class A common stock or a combination of both. No RSU may have a term that is longer than 10 years from the date of grant.

Performance awards

Performance awards granted to pursuant to the 2018 Plan may be in the form of a cash bonus, or an award of performance shares or performance units denominated in shares of our Class A common stock, that may be settled in cash, property, or by issuance of those shares subject to the satisfaction of achievement of specified performance conditions.

Stock bonus awards

A stock bonus award provides for payment in the form of cash, shares of our Class A common stock, or a combination thereof, based on the fair market value of shares subject to such award as determined by our compensation committee. The awards may be granted as consideration for services already rendered, or at the discretion of the compensation committee, may be subject to vesting restrictions based on continued service or performance conditions.

Change in control

In the event of a change in control any or all outstanding awards may be assumed or replaced by the successor corporation, which assumption or replacement will be binding on all plan participants. In the alternative, the successor corporation may substitute equivalent awards or provide substantially similar consideration to plan participants as was provided to shareholders (after taking into account the existing provisions of the awards). The successor corporation may also issue, in place of outstanding shares held by the plan participant, substantially similar shares or other property subject to repurchase restrictions no less favorable to the plan participant. In the event such successor or acquiring corporation (if any) refuses to assume, convert, replace or substitute awards, as provided above, pursuant to a change in control, then notwithstanding any other provision in the 2018 Plan to the contrary, such awards will have their vesting accelerate as to all shares subject to such award (and any applicable right of repurchase fully lapse) immediately prior to the change in control. In addition, in the event such successor or acquiring corporation (if any) refuses to assume, convert, replace or substitute awards, as provided above, pursuant to a change in control, the plan participants will be notified in writing or electronically that such award will be exercisable for a period of time determined by the board of directors or compensation committee in its sole

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discretion, and such award will terminate upon the expiration of such period. Awards need not be treated similarly in a change in control.

Pursuant to the terms of the 2018 Plan, the vesting of all awards granted to non-employee directors will accelerate and such awards shall become exercisable (as applicable) in full prior to the consummation of such transaction.

Adjustment

In the event of a change in the number of outstanding shares of our Class A common stock without consideration by reason of a stock dividend, extraordinary dividend or distribution, recapitalization, stock split, reverse stock split, subdivision, combination, consolidation reclassification, spin-off or similar change in our capital structure, appropriate proportional adjustments will be made to the number of shares reserved for issuance under our 2018 Plan; the exercise prices, number, and class of shares subject to outstanding options or SARs; the number and class of shares subject to other outstanding awards; and any applicable maximum award limits with respect to incentive stock options or individual participant grants.

Clawback; transferability

All awards will be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by our board of directors or required by law during the term of service of the award holder, to the extent set forth in such policy or applicable agreement. Except in limited circumstances, awards granted under our 2018 Plan may generally not be transferred in any manner prior to vesting other than by will or by the laws of descent and distribution.

Amendment and termination

Our board of directors may amend our 2018 Plan at any time, subject to shareholder approval as may be required. Our 2018 Plan will terminate 10 years from the date our board of directors adopts the plan, unless it is terminated earlier by our board of directors. No termination or amendment of the 2018 Plan may adversely affect any then-outstanding award without the consent of the affected participant, except as is necessary to comply with applicable laws.

2018 Employee Stock Purchase Plan

We intend to adopt a 2018 Employee Stock Purchase Plan, or ESPP, that will become effective upon the effectiveness of the registration statement of which this prospectus forms a part in order to enable eligible employees to purchase shares of our Class A common stock with accumulated payroll deductions. Our ESPP is intended to qualify under Section 423 of the Code.

Shares available

We intend to initially reserve shares of our Class A common stock for sale under our ESPP. The aggregate number of shares reserved for sale under our ESPP will increase automatically on February 1 of each of the first 10 calendar years after the first offering date under the ESPP by the number of shares equal to 1% of the total outstanding shares of our Class A common stock and Class B common stock as of the immediately preceding January 31 (rounded to the nearest whole share) or such lesser number of shares as may be determined by our board of directors in any particular year. The aggregate number of shares issued over the term of our ESPP, subject to stock-splits, recapitalizations or similar events, may not exceed shares of our Class A common stock.

Administration

Our compensation committee is expected to administer our ESPP subject to the terms and conditions of the ESPP. Among other things, the compensation committee will have the authority to determine eligibility for participation the ESPP, designate separate offerings under the plan, and construe, interpret, and apply the terms of the plan.

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Eligibility

Employees eligible to participate in any offering pursuant to the ESPP generally include any employee that is employed by us or certain of our designated subsidiaries at the beginning of the offering period. However, employees who are customarily employed for 20 hours or less per week or for five months or less in a calendar year are not eligible to participate in the ESPP. In addition, any employee who owns (or is deemed to own as a result of attribution) 5% or more of the total combined voting power or value of all classes of our capital stock, or the capital stock of one of our qualifying subsidiaries, or who will own such amount as a result of participation in the ESPP, will not be eligible to participate in the ESPP. The compensation committee may impose additional restrictions on eligibility from time to time.

Offerings

Under our ESPP, eligible employees will be offered the option to purchase shares of our Class A common stock at a discount over a series of offering periods. Each offering period may itself consist of one or more purchase periods. The compensation committee will determine the duration and commencement date of each offering and purchase period, provided that generally no offering period may be longer than 27 months.

The first offering period and purchase period under our ESPP will begin and end upon a date to be approved by our board of directors or our compensation committee. Each subsequent offering period will be for six months and will consist of one six‑month purchase period, unless otherwise determined by our board of directors or our compensation committee

Participation

Participating employees will be able to purchase the offered shares of our Class A common stock by accumulating funds through payroll deductions. Participants may select a rate of payroll deduction between % and % of their compensation. However, a participant may not purchase more than 2,500 shares during any one purchase period, and may not subscribe for more than $25,000 in fair market value of shares of our Class A common stock (determined as of the date the offering period commences) in any calendar year in which the offering is in effect. Our compensation committee, in its discretion, may set a different maximum amount of shares which may be purchased by any one participant in a subsequent periods.

The purchase price for shares of our Class A common stock purchased under the ESPP will be 85% of the lesser of the fair market value of our Class A common stock on (1) the first trading day of the applicable offering period or (2) the last trading day of each purchase period in the applicable offering period.

Once an employee becomes a participant in an offering period, the participant will be automatically enrolled in each subsequent offering period at the same contribution level. A participant may reduce his or her contribution in accordance with procedures set forth by the compensation committee and may withdraw from participation in the ESPP at any time prior the end of an offering period, or such other time as may be specified by the compensation committee. Upon withdrawal, the accumulated payroll deductions will be returned to the participant without interest.

Adjustments upon recapitalization or change in control

If the number of outstanding shares of our Class A common stock is changed by stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification, or similar change in our capital structure without consideration, then our compensation committee will proportionately adjust the number and class of Class A common stock that is available under the ESPP, the purchase price and number of shares any participant has elected to purchase as well as the maximum number of shares which may be purchased by participants.

If we experience a change in control transaction, each outstanding right to purchase shares under our ESPP may be assumed or substituted by an equivalent option to purchase shares of the successor corporation. In the event that the successor corporation refuses to assume or substitute the outstanding purchase rights, any offering period that commenced prior to the closing of the proposed change in control transaction will be shortened such that the new

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purchase date will occur prior to the closing of the proposed change in control transaction and our ESPP will then terminate on the closing of the proposed change in control.

Transferability

A participant may not assign, transfer, pledge, or otherwise dispose of payroll deductions credited to his or her account, or any rights with regard to an election to purchase shares pursuant to the ESPP other than by will or the laws of descent or distribution.

Amendment; termination

The compensation committee may amend, suspend or terminate the ESPP at any time without shareholder consent, except as required by law. Our ESPP will terminate by its terms on the tenth anniversary of the last day of the first purchase period, unless it is terminated earlier by our board of directors.

401(k) Plan

We sponsor a retirement plan intended to qualify for favorable tax treatment under Section 401(a) of the Code, containing a cash or deferred feature that is intended to meet the requirements of Section 401(k) of the Code. U.S. employees who have attained at least 18 years of age are generally eligible to participate in the plan on the first day of the calendar month following the employees’ date of hire, subject to certain eligibility requirements. Participants may make pre-tax or post-tax contributions to the plan from their eligible earnings up to the statutorily prescribed annual limit on contributions under the Code. Participant contributions are held in trust as required by law. No minimum benefit is provided under the plan. An employee’s interest in his or her deferrals is 100% vested when contributed. Although the plan provides for a discretionary employer matching contribution, to date we have not made such a contribution on behalf of employees.

Limitations on Liability and Indemnification Matters

Our amended and restated articles of incorporation that will become effective immediately prior to the completion of this offering contain a provision eliminating the personal liability of our directors for monetary damages to the fullest extent permitted by Washington law. Under Washington law, this provision eliminates the liability of a director for breach of fiduciary duty, but does not eliminate the personal liability of any director for (1) acts or omissions that involve intentional misconduct or a knowing violation of law, (2) conduct violating Section 23B.08.310 of the WBCA, or (3) any transaction from which the director personally received a benefit in money, property, or services to which the director is not legally entitled.

Section 23B.08.510 of the WBCA authorizes Washington corporations to indemnify their officers and directors under certain circumstances against expenses and liabilities incurred in legal proceedings involving them as a result of their service as an officer or director. Section 23B.08.560 of the WBCA authorizes a corporation by provision in its articles of incorporation to agree to indemnify a director or officer and obligate itself to advance or reimburse expenses without regard to the provisions of Sections 23B.08.510 through .550; provided, however, that no such indemnity shall be made for or on account of any (1) acts or omissions of a director or officer that involve intentional misconduct or a knowing violation of law, (2) conduct in violation of Section 23B.08.310 of the WBCA (relating to unlawful distributions), or (3) any transaction from which a director or officer personally received a benefit in money, property, or services to which such director or officer is not legally entitled. Our amended and restated articles of incorporation that will become effective immediately prior to the completion of this offering require indemnification of our officers and directors and advancement of expenses to the fullest extent not prohibited by applicable law.

In connection with this offering, we intend to enter into amended and restated indemnification agreements with each of our current directors and executive officers to provide these directors and executive officers additional contractual assurances regarding the scope of the indemnification set forth in our amended and restated articles of incorporation and amended and restated bylaws and to provide additional procedural protections. At present, there is no pending litigation or proceeding involving a director, executive officer, or employee of us regarding which indemnification is sought.

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We believe that these charter provisions and indemnification agreements are necessary to attract and retain qualified persons such as directors and officers. We also maintain directors’ and officers’ liability insurance.

The limitation of liability and indemnification provisions in our amended and restated articles of incorporation and amended and restated bylaws may discourage shareholders from bringing a lawsuit against our directors and officers for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other shareholders. Further, a shareholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions.

The indemnification provisions in our amended and restated articles of incorporation and amended and restated bylaws and the indemnification agreements entered into or to be entered into between us and each of our directors and executive officers may be sufficiently broad to permit indemnification of our directors and executive officers for liabilities arising under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, executive officers or persons controlling us, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

In addition to the executive officer and director compensation as set forth elsewhere in this prospectus, below we describe transactions since January 1, 2015 that we have been or will be a party to, in which the amount involved in such transaction exceeds or will exceed $120,000 and in which any of our directors, executive officers, or beneficial holders of more than 5% of any class of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest.

2017 Tender Offer

In June 2017, we entered into a letter agreement with certain holders of our capital stock pursuant to which we agreed to waive certain transfer restrictions in connection with, and assist in the administration of, a tender offer that such holders proposed to commence. In June 2017, these holders commenced a tender offer to purchase shares of our outstanding capital stock at an as-converted to Class B common stock price per share of $8.3035, less transaction costs, pursuant to an offer to purchase to which we were not a party.

Brent Frei, who is a member of our board of directors , and Mark P. Mader, Kara Hamilton, and Andrew Lientz, each of whom is an executive officer, sold shares of our capital stock in the tender offer, which closed in July 2017.

An aggregate of 6,477,843 shares of our capital stock were tendered pursuant to the tender offer, of which entities affiliated with Insight Venture Partners VII, L.P., or Insight, purchased 5,300,043 shares for a total price of approximately $45.0 million. Insight, together with its affiliates, is a beneficial holder of more than 5% of our outstanding capital stock. In addition, Ryan Hinkle, a member of our board of directors, is a Managing Director of Insight.

Series F Convertible Preferred Stock Financing

In multiple closings in May and November 2017, we sold an aggregate of 6,334,674 shares of our Series F convertible preferred stock at a purchase price of $8.3035 per share, for an aggregate purchase price of approximately $52.6 million. Each share of our Series F convertible preferred stock will convert automatically into one share of our Class B common stock immediately upon the completion of this offering.

The following table summarizes purchases of our Series F convertible preferred stock by related parties:



Name of Related Party	Shares of Series F Convertible Preferred Stock	Total Purchase Price
Affiliates of Insight Venture Partners VII, L.P. ⁽¹⁾	3,612,934	$	29,999,997
Affiliates of Madrona Venture Fund IV, L.P. ⁽²⁾	782,802	6,499,996
Sutter Hill Ventures, a California Limited Partnership ⁽³⁾	312,000	2,590,692
Jennifer E. Ceran ⁽⁴⁾	120,431	1,000,000
Michael Arntz ⁽⁵⁾	48,172	399,996
The Juan L. Gomez and Elena C. Gomez Declaration of Trust Dated April 2, 2009, Juan L. Gomez and Elena C. Gomez, Trustee ⁽⁶⁾	30,107	249,993
Magdalena Yesil, Trustee of the Justin Yeshil Wickett Trust dated December 10, 1990 ⁽⁷⁾	15,053	124,993
Magdalena Yesil, Trustee of the Troy Kevork Wickett Trust dated December 10, 1990 ⁽⁸⁾	15,054	125,001


(1)	Insight and its affiliates beneficially own more than 5% of our capital stock. Ryan Hinkle, a member of our board of directors, is a Managing Director of Insight.


(2)	Madrona Venture Fund IV, L.P., or Madrona, and its affiliates beneficially own more than 5% of our capital stock. Matthew McIlwain, a member of our board of directors, is a Managing Director of Madrona.


(3)	Sutter Hill Ventures, or Sutter Hill, beneficially own more than 5% of our capital stock. James N. White, a member of our board of directors, is a Managing Director of Sutter Hill.

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(4)	Ms. Ceran is our Chief Financial Officer.


(5)	Mr. Arntz is our Senior Vice President of Worldwide Field Operations.


(6)	Elena Gomez, a member of our board of directors, is a Trustee for The Juan L. Gomez and Elena C. Gomez Declaration of Trust Dated April 2, 2009, Juan L. Gomez and Elena C. Gomez, Trustee.


(7)	Magdalena Yesil, a member of our board of directors, is a Trustee for Magdalena Yesil, Trustee of the Justin Yeshil Wickett Trust dated December 10, 1990.


(8)	Magdalena Yesil, a member of our board of directors, is a Trustee for Magdalena Yesil, Trustee of the Troy Kevork Wickett Trust dated December 10, 1990.

Investors’ Rights Agreement

We are party to an amended and restated investors’ rights agreement which provides, among other things, that certain holders of our capital stock are entitled to certain rights with respect to the registration of their shares following this offering. These holders include entities affiliated with Madrona, Insight and Sutter Hill, each of whom are beneficial holders of more than 5% of our outstanding capital stock and with which certain of our directors are affiliated, as well as Geoffrey T. Barker, Brent Frei, Elena Gomez and Magdalena Yesil, each of whom is a member of our board of directors, and Mark P. Mader, Jennifer E. Ceran, and Michael Arntz, each of whom is an executive officer. For more information regarding these registration rights, see the section titled “Description of Capital Stock—Registration Rights.”

Indemnification Agreements

In connection with this offering, we intend to enter into amended and restated indemnification agreements with each of our directors and executive officers. The indemnification agreements, our amended and restated articles of incorporation, and our amended and restated bylaws, which will become effective immediately prior to the completion of this offering, will require us to indemnify our directors to the fullest extent permitted by Washington law. Subject to certain limitations, our amended and restated bylaws will also require us to advance expenses incurred by our directors and officers. For more information regarding these agreements, see the section titled “Executive Compensation—Limitations on Liability and Indemnification Matters.”

Policies and Procedures for Related-Party Transactions

Our written related-party transactions policy and the charters of our audit committee and nominating and corporate governance committee to be adopted by our board of directors and in effect prior to the completion of this offering will require that any transaction with a related party that must be reported under applicable rules of the SEC must be reviewed and approved or ratified by our audit committee, unless the related party is, or is associated with, a member of that committee, in which event the transaction must be reviewed and approved by our nominating and corporate governance committee.

Prior to this offering we had no formal, written policy or procedure for the review and approval of related-party transactions. However, our practice has been to have all related-party transactions reviewed and approved by a majority of the disinterested members of our board of directors, including the transactions described above.

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PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 15, 2018, as adjusted to reflect the sale of Class A common stock offered by us and the selling shareholders in this offering, assuming no exercise of the underwriters’ option to purchase additional shares of Class A common stock to cover over-allotments, for:


•	each of our named executive officers;


•	each of our directors;


•	all of our directors and executive officers as a group;


•	each person known by us to be the beneficial owner of more than 5% of our outstanding shares of Class A or Class B common stock; and


•	each selling shareholder.

We have determined beneficial ownership in accordance with the rules of the SEC. Unless otherwise indicated below, to our knowledge, based on information furnished to us, the persons and entities named in the table have sole voting and investment power with respect to all shares that they beneficially own, subject to applicable community property laws. We have deemed shares of our Class B common stock subject to options that are currently exercisable or exercisable within 60 days of March 15, 2018 to be outstanding and to be beneficially owned by the person holding the option for the purpose of computing the percentage ownership of that person but have not treated them as outstanding for the purpose of computing the percentage ownership of any other person.

The percentage ownership information shown in the table prior to this offering is based upon no shares of our Class A common stock and 89,490,264 shares of our Class B common stock outstanding as of March 15, 2018, which includes 68,479,732 shares of Class B common stock resulting from the conversion of all outstanding shares of our convertible preferred stock, which will occur upon the completion of this offering, as if this conversion had occurred as of March 15, 2018. The percentage ownership and voting power information shown in the table after this offering assumes the sale of shares of Class A common stock by us and the sale shares of Class B common stock by the selling shareholders in this offering (including the shares that are issued upon the net exercise of warrants to purchase shares of our Class B common stock and sold in this offering). Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Smartsheet Inc., 10500 NE 8th Street, Suite 1300, Bellevue, Washington 98004 .

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	Beneficial Ownership Prior to this Offering			Number of Shares Being Offered	Beneficial Ownership		Percent of Total Voting Power After this Offering ⁽¹⁾
	Beneficial Ownership Prior to this Offering				After this Offering
Name of Beneficial Owner	Number	Percent			Number	Percent
Directors and Named Executive Officers:
Mark P. Mader ⁽²⁾	2,029,657	2.3	%	—		%	%
Gene M. Farrell	—	—		—
Kara Hamilton ⁽³⁾	118,354	*		—
Geoffrey T. Barker ⁽⁴⁾	1,756,580	2.0		—
Brent Frei ⁽⁵⁾	7,919,560	8.9		—
Elena Gomez ⁽⁶⁾	55,384	*		—
Ryan Hinkle ⁽⁷⁾	28,731,007	32.1		—
Matthew McIlwain ⁽⁸⁾	25,367,517	28.4		—
James N. White ⁽⁹⁾	4,802,017	5.4		—
Magdalena Yesil ⁽¹⁰⁾	107,623	*		—
All executive officers and directors as a group (14 persons) ⁽¹¹⁾	72,302,161	79.1		—
Other 5% Shareholders:
Entities affiliated with Insight Ventures ⁽⁷⁾	28,731,007	32.1		—
Entities affiliated with Madrona Ventures ⁽⁸⁾	25,367,517	28.4		—
Sutter Hill Ventures, a California Limited Partnership ⁽⁹⁾	4,802,017	5.4		—
Selling Shareholders:


*	Less than 1%.

(1)

Percentage of total voting power represents voting power with respect to all shares of our Class A common stock and Class B common stock, as a single class. The holders of our Class B common stock are entitled to 10 votes per share, and the holders of our Class A common stock are entitled to one vote per share. See the section titled “Description of Capital Stock—Common Stock” for additional information about the voting rights of our Class A common stock and Class B common stock.

(2)

Represents (a) 1,419,254 shares of Class B common stock, (b) 126,250 shares of Class B common stock held by each of the (i) T77A Trust dated January 30, 2018, Michael Mader, Trustee and (ii) T49C Trust dated January 30, 2018, Michael Mader, Trustee, trusts for the benefit of Mr. Mader’s children, and (c) 357,903 shares underlying options to purchase Class B common stock that are exercisable within 60 days of March 15, 2018.


(3)	Represents 118,354 shares underlying options to purchase Class B common stock that are exercisable within 60 days of March 15, 2018.


(4)	Represents (a) 1,531,580 shares of Class B common stock and (b) 225,000 shares underlying options to purchase Class B common stock that are exercisable within 60 days of March 15, 2018.

(5)

Represents (a) 7,286,227 shares of Class B common stock, of which 1,755,805 shares are subject to a pledge agreement to secure certain obligations of Mr. Frei, (b) 25,000 shares of Class B common stock held by each of the (i) Samantha Frei Irrevocable Trust dated January 7, 2018, Mark A. Frei, Trustee, (ii) Sofia Frei Irrevocable Trust dated January 7, 2018, Mark A. Frei, Trustee, (iii) Tessa Frei Irrevocable Trust dated January 7, 2018, Mark A. Frei, Trustee, (iv) Thomas Frei Irrevocable Trust dated January 7, 2018, Mark A. Frei, Trustee, and (v) Tucker Frei Irrevocable Trust dated January 7, 2018, Mark A. Frei, Trustee, trusts for the benefit of Mr. Frei’s children, (c) 100,000 shares of Class B common stock held by each of the (i) CC GRAT of 2017, Brent Frei, Trustee, (ii) KF GRAT of 2017, Brent Frei, Trustee, (iii) MF GRAT of 2017, Brent Frei, Trustee, (iv) SD GRAT of 2017, Brent Frei, Trustee, and (v) Frei GRAT of 2017, Brent Frei, Trustee, grantor annuity trusts for the benefit of Mr. Frei, and (d) 8,333 shares underlying options to purchase Class B common stock that are exercisable within 60 days of March 15, 2018.


(6)	Represents (a) 30,107 shares of Class B common stock held by The Juan L. Gomez and Elena C. Gomez Declaration of Trust Dated April 2, 2009, Juan L. Gomez and Elena C. Gomez, Trustees, and (b) 25,277 shares underlying options to purchase Class B common stock that are exercisable within 60 days of March 15, 2018.

(7)

Represents (a) 13,906,902 shares of Class B common stock held by Insight Venture Partners VII, L.P., or Insight VII, (b) 6,122,102 shares of Class B common stock held by Insight Venture Partners (Cayman) VII, L.P., or Insight Cayman, (c) 7,500,479 shares of Class B common stock held by Insight Venture Partners Coinvestment Fund II, L.P., or Insight Coinvestment, (d) 321,875 shares of Class B common stock held by Insight Venture Partners VII (Co-Investors), L.P., or Insight Co-Investors, and (e) 879,649 shares of Class B common stock held by Insight Venture Partners (Delaware) VII, L.P., or Insight Delaware. Insight Venture Associates VII, Ltd., or Insight Associates Ltd., is the general partner of Insight

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Venture Associates VII, L.P., which is the general partner of each of Insight VII, Insight Cayman, Insight Co-Investors and Insight Delaware. Insight Venture Associates Coinvestment II, L.P. is the general partner of Insight Coinvestment. Ryan Hinkle, a member of our board of directors, is a managing director of Insight Venture Management, which is the investment manager of each of Insight VII, Insight Cayman, Insight Coinvestment, Insight Co-Investors, and Insight Delaware. Each of Jeffrey L. Horing, Deven Parekh, Peter Sobiloff, Jeffrey Lieberman, and Michael Triplett is a member of the board of managers of Insight Holdings Group, LLC, which is the sole shareholder of Insight Associates Ltd., and may be deemed to have shared voting and dispositive power over the shares held by each of Insight VII, Insight Cayman, Insight Coinvestment, Insight Co-Investors, and Insight Delaware. The address of Insight Ventures is c/o Insight Venture Management, LLC, 1114 Avenue of the Americas, 36th Floor, New York, New York 10036.

(8)

Represents (a) 20,221,505 shares of Class B common stock held by Madrona Venture Fund III, L.P., or Madrona Fund III, (b) 807,816 shares of Class B common stock held by Madrona Venture Fund III-A, L.P., or Madrona Fund III-A, (c) 4,230,382 shares of Class B common stock held by Madrona Venture Fund IV, L.P., or Madrona Fund IV, and (d) 107,814 shares of Class B common stock held by Madrona Venture Fund IV-A, L.P., or Madrona Fund IV-A. Matthew McIlwain, a member of our board of directors, Tom Alberg, Paul Goodrich Tim Porter, Scott Jacobson, and Len Jordan are the managing directors of Madrona III General Partner, LLC, or Madrona III LLC, which is the general partner of Madrona Investment Partners III, L.P., or Madrona Partners III, which in turn is the general partner of each of Madrona Fund III and Madrona Fund III-A. In addition, Messrs. Goodrich, Alberg, McIlwain, Porter, Jacobson, and Jordan are the managing directors of Madrona IV General Partner, LLC, or Madrona IV LLC, which is the general partner of Madrona Investment Partners IV, L.P., or Madrona Partners IV, which in turn is the general partner of each of Madrona Fund IV and Madrona Fund IV-A. Messrs. Goodrich, Alberg, McIlwain, Porter, Jacobson, and Jordan have shared voting and dispositive power over the shares held by Madrona Fund III, Madrona Fund III-A, Madrona Fund IV, and Madrona Fund IV-A. The address of Madrona Venture Group is 999 Third Avenue, 34th Floor, Seattle, Washington 98104.

(9)

Represents 4,802,017 shares of Class B common stock held by Sutter Hill Ventures, a California Limited Partnership, or Sutter Hill. James N. White, a member of our board of directors, Jeffrey Bird, Tench Coxe, Stefan Dyckerhoff, Samuel Pullara III, and Michael Speiser are members of Sutter Hill Ventures, L.L.C., which is the general partner of Sutter Hill, and share voting and dispositive power over the shares held by Sutter Hill. The address of Sutter Hill is 755 Page Mill Road, Suite A-200, Palo Alto, California 94304.

(10)

Represents (a) 35,755 shares of Class B common stock held by Magdalena Yesil, Trustee of the Justin Yeshil Wickett Trust dated December 10, 1990, (b) 35,757 shares of Class B common stock held by Magdalena Yesil, Trustee of the Troy Kevork Wickett Trust dated December 10, 1990, and (c) 36,111 shares underlying options to purchase Class B common stock that are exercisable within 60 days of March 15, 2018.


(11)	Represents (a) 70,340,838 shares of Class B common stock and (b) 1,961,323 shares underlying options to purchase Class B common stock that are exercisable within 60 days of March 15, 2018.

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DESCRIPTION OF CAPITAL STOCK

The following description summarizes the most important terms of our capital stock, as they will be in effect upon the completion of this offering. Because it is only a summary, it does not contain all the information that may be important to you. We expect to adopt amended and restated articles of incorporation and amended and restated bylaws that will become effective immediately prior to the completion of this offering, and this description summarizes provisions that are expected to be included in these documents. For a complete description, you should refer to our amended and restated articles of incorporation and amended and restated bylaws, which are included as exhibits to the registration statement of which this prospectus forms a part, and to the applicable provisions of Washington law.

Upon the completion of this offering, our authorized capital stock will consist of shares of Class A common stock, no par value per share, shares of Class B common stock, no par value per share, and shares of undesignated preferred stock, no par value per share.

Assuming the conversion of all outstanding shares of our convertible preferred stock into shares of our Class B common stock, which will occur upon the completion of this offering, as of January 31, 2018, there were outstanding:


•	no shares of our Class A common stock;


•	88,760,473 shares of our Class B common stock, held by approximately 189 shareholders of record;


•	13,355,439 shares of our Class B common stock issuable upon exercise of outstanding stock options; and


•	137,270 shares of our Class B common stock issuable upon exercise of a warrant.

Common Stock

Dividend rights

Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of our common stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and then only at the times and in the amounts that our board of directors may determine. See the section titled “Dividend Policy” for additional information.

Voting rights

Holders of our Class A common stock are entitled to one vote for each share of Class A common stock held on all matters submitted to a vote of shareholders and holders of our Class B common stock are entitled to 10 votes for each share of Class B common stock held on all matters submitted to a vote of shareholders. Holders of shares of our Class A common stock and Class B common stock vote together as a single class on all matters (including the election of directors) submitted to a vote of shareholders, unless otherwise required by law.

Under Washington law and our amended and restated articles of incorporation, holders of our Class A common stock and holders of our Class B common stock may each be entitled to vote as a separate voting group, or as a separate voting group with other classes that are affected in the same or a substantially similar way, on a proposed amendment to our amended and restated articles of incorporation that would:


•	effect an exchange or reclassification of shares of the class into shares of another class that would adversely affect the holders of the exchanged or reclassified class;


•	change the issued and outstanding shares of the class into a different number of shares of the same class, that would adversely affect the holders of the class;


•	limit or deny an existing preemptive right of all or part of the shares of the class;

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•	cancel or otherwise adversely affect rights to distributions or dividends that have accumulated but have not yet been declared on all or part of the shares of the class; or


•	effect a redemption or cancellation of all or part of the shares of the class in exchange for cash or any other form of consideration other than shares of our capital stock.

Our amended and restated articles of incorporation that will become effective immediately prior to the completion of this offering provide that shareholders are not entitled to cumulative voting for the election of directors. As a result, the holders of a majority of our voting shares can elect all of the directors then standing for election. Our amended and restated articles of incorporation that will become effective immediately prior to the completion of this offering will establish a classified board of directors, to be divided into three classes with staggered three-year terms. Only one class of directors will be elected at each annual meeting of our shareholders, with the other classes continuing for the remainder of their respective three-year terms.

No preemptive or similar rights

Our amended and restated articles of incorporation that will become effective immediately prior to the completion of this offering provide that the holders of our common stock are not entitled to preemptive rights and our common stock is not subject to redemption or sinking fund provisions.

Right to receive liquidation distributions

Upon our liquidation, dissolution or winding-up, the assets legally available for distribution to our shareholders would be distributable ratably among the holders of our common stock and any participating preferred stock outstanding at that time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences, if any, on any outstanding shares of preferred stock.

Conversion

Each outstanding share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value, which occurs after the completion of this offering, except for certain permitted transfers described in our amended and restated articles of incorporation, including transfers to family members, trusts solely for the benefit of the shareholder or their family members, and partnerships, corporations, and other entities exclusively owned by the shareholder or their family members. Once converted or transferred and converted into Class A common stock, the Class B common stock will not be reissued.

All outstanding shares of Class B common stock will convert automatically into shares of Class A common stock upon the date that is the earliest of (1) the date specified by a vote of the holders of not less than a majority of the outstanding shares of Class B common stock, (2) seven years from the effective date of this offering, and (3) the date that the total number of shares of Class B common stock outstanding cease to represent at least 15% of all outstanding shares of our common stock. Following such conversion, each share of Class A common stock will have one vote per share and the rights of the holders of all outstanding common stock will be identical. Once converted into Class A common stock, the Class B common stock may not be reissued.

Preferred Stock

Pursuant to the provisions of our current articles of incorporation, each currently-outstanding share of convertible preferred stock will automatically be converted into one share of Class B common stock upon the completion of this offering, except for each share of our Series A-2 convertible preferred stock, Series A-3 convertible preferred stock and Series A-4 convertible preferred stock, which will convert into 1.02336 , 1.05552 and 1.06949 shares of Class B common stock, respectively. No fractional shares of Class B common stock will be issued upon the conversion of our Series A-2 convertible preferred stock, Series A-3 convertible preferred stock, and Series A-4 convertible preferred stock. Following this offering, no shares of convertible preferred stock will be outstanding.

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Pursuant to our amended and restated articles of incorporation that will become effective immediately prior to the completion of this offering, our board of directors will be authorized, subject to limitations prescribed by Washington law, to issue preferred stock in one or more series, to establish from time to time the number of shares to be included in each series, and to fix the designation, powers, preferences, and rights of the shares of each series and any of its qualifications, limitations, or restrictions, in each case without further vote or action by our shareholders. Our board of directors can also increase or decrease the number of shares of any series of preferred stock, but not below the number of shares of that series then outstanding, without any further vote or action by our shareholders. Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring, or preventing a change in our control and might adversely affect the market price of our Class A common stock and the voting and other rights of the holders of our common stock. We have no current plan to issue any shares of preferred stock.

Stock Options

As of January 31, 2018, we had outstanding options to purchase an aggregate of 13,355,439 shares of our Class B common stock, with a weighted-average exercise price of $2.91 per share, pursuant to our 2015 Equity Incentive Plan and 2005 Stock Option/Restricted Stock Plan.

Restricted Stock Units

As of January 31, 2018, we had outstanding 130,000 restricted stock units under our 2015 Plan that may be settled for shares of our Class B common stock.

Warrant

As of January 31, 2018, we had outstanding a warrant to purchase 137,270 shares of our Series C convertible preferred stock at an exercise price of $0.29139 per share, which expires in November 2021. The warrant has a cashless exercise provision pursuant to which the holder, in lieu of paying the exercise price in cash, can surrender the warrant and receive a net number of shares based on the fair market value of such shares at the time of exercise, after deducting the aggregate exercise price. In connection with this offering, the warrant will be net exercised for shares of our Class B common stock and converted into an equivalent number of shares of Class A common stock upon their sale by the selling shareholder at the initial public offering price.

Registration Rights

Following the completion of this offering, the holders of an aggregate of 68,479,732 shares of our Class B common stock issuable upon conversion of our convertible preferred stock, or their permitted transferees, will be entitled to rights with respect to the registration of these shares pursuant to the Securities Act of 1933, as amended, or the Securities Act. These shares are referred to as registrable securities. These rights are provided under the terms of our Amended and Restated Investors’ Rights Agreement dated as of May 19, 2017, as amended by the First Amendment to Amended and Restated Investors’ Rights Agreement dated as of October 26, 2017, or IRA, between us and the holders of these registrable securities, which registration rights include demand registration rights, Form S-3 registration rights, and piggyback registration rights. All fees, costs, and expenses incurred in connection with the registration of registrable securities, including reasonable fees and disbursements of one counsel to the selling shareholders selected by them with approval by us, such approval shall not be unreasonably withheld, will be borne by us and all selling expenses, including underwriting discounts and selling commissions, will be borne by the holders of the shares being registered.

The registration rights terminate upon the earliest of (1) five years following the completion of this offering; (2) as to each holder of registration rights, when such holder can sell all of such holder’s registrable securities during a three-month period pursuant to Rule 144 promulgated under the Securities Act or another similar exemption under the Securities Act; and (3) when the IRA is terminated pursuant to its terms.

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Demand registration rights

Under the terms of the IRA, if we receive a written request, at any time after six months following the effective date of this offering, from the holders of a majority of the registrable securities, that we file a registration statement pursuant to the Securities Act registering the offering and sale of registrable securities having an anticipated aggregate offering price, net of underwriting discounts and commissions, of at least $10.0 million, then we will be required to use our best efforts to file as soon as practicable, and in any event no later than 90 days following such request, a registration statement registering the offer and sale of all registrable securities requested to be registered for public resale. We are required to effect only three registrations pursuant to this provision of the IRA, and may postpone the filing of a registration statement for up to 120 days once in any 12-month period if our board of directors determines that the filing would be seriously detrimental to us and our shareholders. We are also not required to effect a demand registration under certain additional circumstances specified in the IRA, including at any time during the 180-day period after the effective date of this offering.

Form S-3 registration rights

The holders of registrable securities can request that we register the offer and sale of all or part of their shares on Form S-3 if we are eligible to file a registration statement on Form S-3 and if the aggregate price to the public of the shares offered (net of any underwriters’ discounts or commissions) is at least $1.0 million. We are required to effect no more than two registrations on Form S-3 in any 12-month period, and may postpone the filing of a registration statement on Form S-3 for up to 120 days once in any 12-month period if our board of directors determines that the filing would be seriously detrimental to us and our shareholders. We are not required to file a registration statement on Form S-3 under certain additional circumstances specified in our IRA.

Piggyback registration rights

If we register any of our securities for public sale, each holder of registrable securities has a right to request the inclusion of any then-outstanding registrable securities held by them on our registration statement. However, this right does not apply to a registration relating solely to employee benefit plans, a corporate reorganization, or stock issuable upon conversion of debt securities. If the total number of securities, including registrable securities, requested by the holders to be included in such offering exceeds the number of securities to be sold (other than by us) that the underwriters determine in their sole discretion is compatible with the success of the offering, then we will be required to include in the offering only that number of securities, including registrable securities, the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be appropriated pro rata among these holders based on the number of registrable securities held by each holder or in such other proportions as mutually agreed to by such holders). However, the number of registrable securities to be registered cannot be reduced below 30% of the total shares covered by the registration statement, other than in an initial public offering.

Anti-Takeover Provisions

The provisions of Washington law, our amended and restated articles of incorporation and our amended and restated bylaws, which will become effective immediately prior to the completion of this offering, could have the effect of delaying, deferring, or discouraging another person from acquiring control of our company. These provisions, which are summarized below, may have the effect of discouraging takeover bids. They are also designed, in part, to encourage persons seeking to acquire control of us to negotiate first with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals could result in an improvement of their terms.

Washington law

We are subject to the Washington Business Corporations Act, or WBCA, which imposes restrictions on certain transactions between a corporation and certain significant shareholders. The WBCA generally prohibits a “target corporation” (as defined in the WBCA) from engaging in certain significant business transactions with an “acquiring person,” which is defined as a person or group of persons that beneficially owns 10% or more of the voting

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securities of the target corporation, for a period of five years after such acquisition, unless the transaction or acquisition of shares is approved (1) prior to the time of the acquisition, by a majority of the members of the target corporation’s board of directors or (2) at or subsequent to the acquiring person’s share acquisition time, by a majority of the members of the target corporation’s board of directors and authorized at an annual or special meeting of shareholders, and not by written consent, by the affirmative vote of at least 66-2/3% of the outstanding voting shares, except for shares beneficially owned by or under the voting control of the acquiring person. Such prohibited transactions include, among other things:


•	a merger or consolidation with, disposition of assets to, or issuance or redemption of stock to or from the acquiring person;


•	termination of 5% or more of the employees of the target corporation employed in Washington, whether at one time or over a five-year period as a result of the acquiring person’s acquisition of 10% or more of the shares; or


•	allowing the acquiring person to receive any disproportionate benefit as a shareholder.

After the five-year period, a “significant business transaction” may occur if it complies with “fair price” provisions specified in the statute or are approved at an annual or special meeting of shareholders by a majority of the outstanding shares other than those of which the acquiring person has beneficial ownership. As a result, Chapter 23B.19 of the WBCA could have the effect of delaying, deferring, or preventing a change in control.

Amended and Restated Articles of Incorporation and Amended and Restated Bylaws provisions

Our amended and restated articles of incorporation and our amended and restated bylaws will include a number of provisions that could deter hostile takeovers or delay or prevent changes in control of our management team, including the following:

Dual class common stock

As described above in “—Common Stock—Voting Rights,” our amended and restated articles of incorporation will provide for a dual class common stock structure pursuant to which holders of our Class B common stock will have the ability to control the outcome of matters requiring shareholder approval, even if they own significantly less than a majority of the shares of our outstanding Class A common stock and Class B common stock, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets. Current investors, executives, and employees will have the ability to exercise significant influence over those matters.

Board of directors vacancies

Our amended and restated articles of incorporation and amended and restated bylaws will authorize only our board of directors to fill vacant directorships, including newly created seats. In addition, the number of directors constituting our board of directors is permitted to be set only by a resolution adopted by a majority vote of our entire board of directors. These provisions would prevent a shareholder from increasing the size of our board of directors and then gaining control of our board of directors by filling the resulting vacancies with its own nominees. This makes it more difficult to change the composition of our board of directors but promotes continuity of management.

Classified board

Our amended and restated articles of incorporation and amended and restated bylaws will provide that our board of directors will be classified into three classes of directors. The existence of a classified board of directors could discourage a third-party from making a tender offer or otherwise attempting to obtain control of us as it is more difficult and time consuming for shareholders to replace a majority of the directors on a classified board of directors. See the section titled “Management—Classified Board of Directors” for additional information.

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Shareholder action; special meeting of shareholders

Our amended and restated articles of incorporation and amended and restated bylaws provide that special meetings of our shareholders may be called only by a majority of our board of directors, the chair of our board of directors, our chief executive officer, or our president, thus prohibiting a shareholder from calling a special meeting. Further, under Washington law, shareholders of public companies can act by written consent only by obtaining unanimous written consent in order for the action to be effective. This limit on the ability of our shareholders to act by less than unanimous written consent may increase the amount of time required to take shareholder action. These provisions might delay the ability of our shareholders to force consideration of a proposal or for shareholders to take any action, including the removal of directors.

Advance notice requirements for shareholder proposals and director nominations

Our amended and restated bylaws provide advance notice procedures for shareholders seeking to bring business before our annual meeting of shareholders or to nominate candidates for election as directors at our annual meeting of shareholders. Our amended and restated bylaws also specify certain requirements regarding the form and content of a shareholder’s notice. These provisions might preclude our shareholders from bringing matters before our annual meeting of shareholders or from making nominations for directors at our annual meeting of shareholders if the proper procedures are not followed. We expect that these provisions might also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.

No cumulative voting

Washington law provides that shareholders are entitled to cumulative voting in the election of directors unless a corporation’s article of incorporation provides otherwise. Our amended and restated articles of incorporation and amended and restated bylaws will provide that shareholders are not entitled to cumulative voting.

Directors removed only for cause

Our amended and restated articles of incorporation will provide that shareholders may remove directors only for cause and only by the affirmative vote of the holders of at least two-thirds of the voting power of our capital stock.

Supermajority requirements for amendments of our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws

Our amended and restated articles of incorporation will further provide that the affirmative vote of holders of at least two-thirds of the voting power of all the then outstanding shares of voting stock will be required to amend certain provisions of our amended and restated articles of incorporation, including provisions relating to the classified board, the size of the board, removal of directors, special meetings, actions by written consent, and designation of our preferred stock. In addition, the affirmative vote of holders of % of the voting power of each of our Class A common stock and Class B common stock, voting separately by class, will be required to amend the provisions of our amended and restated articles of incorporation relating to the terms of our Class B common stock. The affirmative vote of holders of at least two-thirds of the voting power of all of the then outstanding shares of voting stock will be required to amend or repeal our amended and restated bylaws, although our amended and restated bylaws may be amended by a simple majority vote of our board of directors.

Issuance of undesignated preferred stock

After the filing of our amended and restated articles of incorporation, our board of directors will have the authority, without further action by the shareholders to issue up to shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by our board of directors. The existence of authorized but unissued shares of preferred stock enables our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest, or other means.

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Choice of Forum

Our amended and restated articles of incorporation will provide that the federal and state courts located within the State of Washington will be the exclusive forum for any internal corporate proceedings (as defined in the WBCA).

Listing

We have applied to list our Class A common stock on the New York Stock Exchange under the symbol “SMAR.”

Transfer Agent and Registrar

The transfer agent and registrar for our Class A common stock is American Stock Transfer & Trust Company, LLC. The transfer agent’s address is Operations Center, 6201 15th Avenue, Brooklyn, NY 11219, and its telephone number is (800) 937-5449.

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for shares of our Class A common stock, and we cannot predict the effect, if any, that market sales of shares of our Class A common stock or the availability of shares of our Class A common stock for sale will have on the market price of our Class A common stock prevailing from time to time. Nevertheless, sales of substantial amounts of our Class A common stock, including shares issued upon exercise of outstanding stock options or warrant, in the public market following this offering could adversely affect market prices prevailing from time to time and could impair our ability to raise capital through the sale of our equity securities.

Upon the completion of this offering, based on the number of shares of our capital stock outstanding as of January 31, 2018, we will have a total of shares of our Class A common stock outstanding and shares of our Class B common stock outstanding. Of these outstanding shares, all of the shares of Class A common stock sold in this offering will be freely tradable, except that any shares purchased in this offering by our affiliates, as that term is defined in Rule 144 under the Securities Act of 1933, as amended, or the Securities Act, would only be able to be sold in compliance with the Rule 144 limitations described below. Shares of our Class B common stock are convertible into an equivalent number of shares of our Class A common stock and generally convert into shares of our Class A common stock upon transfer.

The remaining outstanding shares of our common stock will be deemed “restricted securities” as defined in Rule 144 under the Securities Act. Restricted securities may be sold in the public market only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rule 144 or Rule 701 promulgated pursuant to the Securities Act, which rules are summarized below. In addition, most of our security holders have entered into agreements with us containing market stand-off provisions or lock-up agreements with the underwriters pursuant to which they have agreed, subject to specific exceptions, not to sell any of our stock for at least 180 days following the date of this prospectus, as described below. As a result of these agreements, subject to the provisions of Rule 144 or Rule 701, shares will be available for sale in the public market as follows:


•	beginning on the date of this prospectus, all of the shares sold in this offering will be immediately available for sale in the public market;


•	beginning 181 days after the date of this prospectus, additional shares will become eligible for sale in the public market, of which shares will be held by affiliates and subject to the volume and other restrictions of Rule 144, as described below; and


•	the remainder of the shares will be eligible for sale in the public market from time to time thereafter upon subject to vesting and, in some cases, to the volume and other restrictions of Rule 144, as described below.

Lock-Up Agreements and Market Stand-off Provisions

All of our directors, officers, and substantially all of our security holders are subject to lock-up agreements or market stand-off provisions that, subject to exceptions described under “Underwriters” below, prohibit them from offering for sale, selling, contracting to sell, pledging, granting any option for the sale of, making any short sale of, transferring or otherwise disposing of any shares of our common stock, stock options, or any security or instrument related to our common stock or stock options for a period of at least 180 days following the date of this prospectus, without the prior written consent of the underwriters. These agreements are subject to certain customary exceptions. See the section titled “Underwriters” for additional information.

Rule 144

In general, under Rule 144, as currently in effect, once we have been subject to the public company reporting requirements for at least 90 days, a person who is not deemed to have been one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates, is entitled to sell those shares without complying with the manner of sale, volume limitation, or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned

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the shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then that person would be entitled to sell those shares without complying with any of the requirements of Rule 144.

In general, under Rule 144, as currently in effect, our affiliates or persons selling shares on behalf of our affiliates are entitled to sell upon expiration of the lock-up and market stand-off provisions described above, within any three-month period, a number of shares that does not exceed the greater of:


•	one percent of the number of shares of our Class A common stock then outstanding, which will equal approximately shares immediately after this offering; and


•	the average weekly trading volume of our Class A common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to that sale.

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 701

Rule 701 generally allows a shareholder who purchased shares of our capital stock pursuant to a written compensatory plan or contract and who is not deemed to have been an affiliate of our company during the immediately preceding 90 days to sell these shares in reliance upon Rule 144, but without being required to comply with the public information, holding period, volume limitation, or notice provisions of Rule 144. Rule 701 also permits affiliates of our company to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. All holders of Rule 701 shares, however, are required by that rule to wait until 90 days after the date of this prospectus before selling those shares pursuant to Rule 701. Moreover, all Rule 701 shares are subject to lock-up agreements or market stand-off provisions as described above and under the section titled “Underwriters” and will not become eligible for sale until the expiration of those agreements.

Registration Statement

In connection with this offering, we intend to file a registration statement on Form S-8 under the Securities Act registering the issuance and sale of all of the shares of our Class B common stock subject to outstanding options and the shares of our Class A common stock reserved for issuance under our equity incentive plans. We expect to file this registration statement as soon as permitted under the Securities Act. However, the shares registered on Form S-8 may be subject to the volume limitations and the manner of sale, notice, and public information requirements of Rule 144 and will not be eligible for resale until expiration of the lock-up and market stand-off agreements to which they are subject.

Registration Rights

We have granted demand, Form S-3, and piggyback registration rights to certain of our shareholders to sell our common stock. Registration of the sale of these shares under the Securities Act would result in these shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the related registration statement, except for shares purchased by affiliates. See the section titled “Description of Capital Stock—Registration Rights” for additional information.

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MATERIAL U.S. FEDERAL TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR CLASS A COMMON STOCK

The following summary describes the material U.S. federal income tax consequences of the acquisition, ownership, and disposition of our Class A common stock acquired in this offering by Non-U.S. Holders (as defined below). This discussion does not address all aspects of U.S. federal income taxes, does not discuss the potential application of the alternative minimum tax or Medicare Contribution tax, and does not deal with state or local taxes, U.S. federal gift and estate tax laws, except to the limited extent provided below, or any non-U.S. tax consequences that may be relevant to Non-U.S. Holders in light of their particular circumstances.

Special rules different from those described below may apply to certain Non-U.S. Holders that are subject to special treatment under the Internal Revenue Code of 1986, as amended, or Code, such as:


•	insurance companies, banks and other financial institutions;


•	tax-exempt organizations (including private foundations) and tax-qualified retirement plans;


•	foreign governments and international organizations;


•	broker-dealers and traders in securities;


•	U.S. expatriates and certain former citizens or long-term residents of the United States;


•	persons that own, or are deemed to own, more than 5% of our capital stock;


•	“controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;


•	persons that hold our Class A common stock as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security” or integrated investment or other risk reduction strategy;


•	persons who do not hold our Class A common stock as a capital asset within the meaning of Section 1221 of the Code (generally, for investment purposes); and


•	partnerships and other pass-through entities, and investors in such pass-through entities (regardless of their places of organization or formation).

Such Non-U.S. Holders are urged to consult their own tax advisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to them.

Furthermore, the discussion below is based upon the provisions of the Code, and Treasury regulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities may be repealed, revoked, or modified, possibly retroactively, and are subject to differing interpretations which could result in U.S. federal income tax consequences different from those discussed below. We have not requested a ruling from the Internal Revenue Service, or IRS, with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions or will not take a contrary position regarding the tax consequences described herein, or that any such contrary position would not be sustained by a court.

PERSONS CONSIDERING THE PURCHASE OF OUR CLASS A COMMON STOCK PURSUANT TO THIS OFFERING SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF ACQUIRING, OWNING, AND DISPOSING OF OUR CLASS A COMMON STOCK IN LIGHT OF THEIR PARTICULAR SITUATIONS AS WELL AS ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY OTHER TAXING JURISDICTION, INCLUDING ANY STATE, LOCAL, OR NON-U.S. TAX CONSEQUENCES OR ANY U.S. FEDERAL NON-INCOME TAX CONSEQUENCES, AND THE POSSIBLE APPLICATION OF TAX TREATIES.

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For the purposes of this discussion, a “Non-U.S. Holder” is, for U.S. federal income tax purposes, a beneficial owner of Class A common stock that is not a U.S. Holder or a partnership for U.S. federal income tax purposes. A “U.S. Holder” means a beneficial owner of our Class A common stock that is for U.S. federal income tax purposes (1) an individual citizen or resident of the United States, (2) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes), created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (4) a trust if it (a) is subject to the primary supervision of a court within the United States and one or more U.S. persons (within the meaning of Section 7701(a)(30) of the Code) have the authority to control all substantial decisions of the trust or (b) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

If you are an individual non-U.S. citizen, you may, in some cases, be deemed to be a resident alien (as opposed to a nonresident alien) by virtue of being present in the United States for at least 31 days in the calendar year and for an aggregate of at least 183 days during a three-year period ending in the current calendar year. Generally, for this purpose, all the days present in the current year, one-third of the days present in the immediately preceding year, and one-sixth of the days present in the second preceding year, are counted.

Resident aliens are generally subject to U.S. federal income tax as if they were U.S. citizens. Individuals who are uncertain of their status as resident or nonresident aliens for U.S. federal income tax purposes are urged to consult their own tax advisors regarding the U.S. federal income tax consequences of the ownership or disposition of our Class A common stock.

Distributions

We do not expect to make any distributions on our Class A common stock in the foreseeable future. If we do make distributions on our Class A common stock, however, such distributions made to a Non-U.S. Holder of our Class A common stock will constitute dividends for U.S. tax purposes to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Distributions in excess of our current and accumulated earnings and profits will constitute a return of capital that is applied against and reduces, but not below zero, a Non-U.S. Holder’s adjusted tax basis in our Class A common stock. Any remaining excess will be treated as gain realized on the sale or exchange of our Class A common stock as described below under the section titled “—Gain on Disposition of Our Class A Common Stock.”

Any distribution on our Class A common stock that is treated as a dividend paid to a Non-U.S. Holder that is not effectively connected with the holder’s conduct of a trade or business in the United States will generally be subject to withholding tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty between the United States and the Non-U.S. Holder’s country of residence. To obtain a reduced rate of withholding under a treaty, a Non-U.S. Holder generally will be required to provide the applicable withholding agent with a properly executed IRS Form W-8BEN, IRS Form W-8BEN-E or other appropriate form, certifying the Non-U.S. Holder’s entitlement to benefits under that treaty. Such form must be provided prior to the payment of dividends and must be updated periodically. If a Non-U.S. Holder holds stock through a financial institution or other agent acting on the holder’s behalf, the holder will be required to provide appropriate documentation to such agent. The holder’s agent may then be required to provide certification to the applicable withholding agent, either directly or through other intermediaries. If you are eligible for a reduced rate of U.S. withholding tax under an income tax treaty, you should consult with your own tax advisor to determine if you are able to obtain a refund or credit of any excess amounts withheld by timely filing an appropriate claim for a refund with the IRS.

We generally are not required to withhold tax on dividends paid to a Non-U.S. Holder that are effectively connected with the holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment that the holder maintains in the United States) if a properly executed IRS Form W-8ECI, stating that the dividends are so connected, is furnished to us (or, if stock is held through a financial institution or other agent, to the applicable withholding agent). In general, such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular graduated rates applicable to U.S. persons. A corporate Non-U.S. Holder receiving effectively connected dividends may also be subject to an additional “branch profits tax,” which is imposed, under certain circumstances, at a rate of 30% (or

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such lower rate as may be specified by an applicable treaty) on the corporate Non-U.S. Holder’s effectively connected earnings and profits, subject to certain adjustments.

See also the section titled “—Foreign Accounts” for additional withholding rules that may apply to dividends paid to certain foreign financial institutions or non-financial foreign entities.

Gain on Disposition of Our Class A Common Stock

Subject to the discussions below under the sections titled “—Backup Withholding and Information Reporting” and “—Foreign Accounts,” a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax with respect to gain realized on a sale or other disposition of our Class A common stock unless (1) the gain is effectively connected with a trade or business of the holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment that the holder maintains in the United States), (2) the Non-U.S. Holder is a nonresident alien individual and is present in the United States for 183 or more days in the taxable year of the disposition and certain other conditions are met; or (3) we are, or have been, a “United States real property holding corporation” within the meaning of Code Section 897(c)(2) at any time within the shorter of the five-year period preceding such disposition or the holder’s holding period in the Class A common stock.

If you are a Non-U.S. Holder described in (1) above, you will be required to pay tax on the net gain derived from the sale at the regular graduated U.S. federal income tax rates applicable to U.S. persons. Corporate Non-U.S. Holders described in (1) above may also be subject to the additional branch profits tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. If you are an individual Non-U.S. Holder described in (2) above, you will be required to pay a flat 30% tax on the gain derived from the sale, which gain may be offset by U.S. source capital losses (even though you are not considered a resident of the United States); provided you have timely filed U.S. federal income tax returns with respect to such losses. With respect to (3) above, in general, we would be a United States real property holding corporation if U.S. real property interests as defined in the Code and the Treasury Regulations comprised (by fair market value) at least half of our assets. We believe that we are not, and do not anticipate becoming, a United States real property holding corporation. However, there can be no assurance that we will not become a United States real property holding corporation in the future. Even if we are treated as a U.S. real property holding corporation, gain realized by a Non-U.S. Holder on a disposition of our Class A common stock will not be subject to U.S. federal income tax so long as (a) the Non-U.S. Holder owned, directly, indirectly or constructively, no more than 5% of our Class A common stock at all times within the shorter of (i) the five-year period preceding the disposition or (ii) the holder’s holding period and (b) our Class A common stock is regularly traded on an established securities market. There can be no assurance that our Class A common stock will qualify as regularly traded on an established securities market.

See the section titled “—Foreign Accounts” for additional information regarding withholding rules that may apply to proceeds of a disposition of our Class A common stock paid to foreign financial institutions or non-financial foreign entities.

U.S. Federal Estate Tax

The estates of nonresident alien individuals generally are subject to U.S. federal estate tax on property with a U.S. situs. Because we are a U.S. corporation, our Class A common stock will be U.S. situs property and, therefore, will be included in the taxable estate of a nonresident alien decedent, unless an applicable estate tax treaty between the United States and the decedent’s country of residence provides otherwise. The terms “resident” and “nonresident” are defined differently for U.S. federal estate tax purposes than for U.S. federal income tax purposes. Investors are urged to consult their own tax advisors regarding the U.S. federal estate tax consequences of the ownership or disposition of our Class A common stock.

Backup Withholding and Information Reporting

Generally, we or certain financial middlemen must report information to the IRS with respect to any dividends we pay on our Class A common stock including the amount of any such dividends, the name and address of the recipient, and the amount, if any, of tax withheld. A similar report is sent to the holder to whom any such dividends

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are paid. Pursuant to tax treaties or certain other agreements, the IRS may make its reports available to tax authorities in the recipient’s country of residence.

Dividends paid by us (or our paying agents) to a Non-U.S. Holder may also be subject to U.S. backup withholding. U.S. backup withholding generally will not apply to a Non-U.S. Holder who provides a properly executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or otherwise establishes an exemption, provided that the applicable withholding agent does not have actual knowledge or reason to know the holder is a U.S. person.

Under current U.S. federal income tax law, U.S. information reporting and backup withholding requirements generally will apply to the proceeds of a disposition of our Class A common stock effected by or through a U.S. office of any broker, U.S. or non-U.S., unless the Non-U.S. Holder provides a properly executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or otherwise meets documentary evidence requirements for establishing non-U.S. person status or otherwise establishes an exemption. Generally, U.S. information reporting and backup withholding requirements will not apply to a payment of disposition proceeds to a Non-U.S. Holder where the transaction is effected outside the United States through a non-U.S. office of a non-U.S. broker. Information reporting and backup withholding requirements may, however, apply to a payment of disposition proceeds if the broker has actual knowledge, or reason to know, that the holder is, in fact, a U.S. person. For information reporting purposes, certain brokers with substantial U.S. ownership or operations will generally be treated in a manner similar to U.S. brokers.

Backup withholding is not an additional tax. If backup withholding is applied to you, you should consult with your own tax advisor to determine whether you have overpaid your U.S. federal income tax, and whether you are able to obtain a tax refund or credit of the overpaid amount.

Foreign Accounts

In addition, U.S. federal withholding taxes may apply under the Foreign Account Tax Compliance Act, or FATCA, on certain types of payments, including dividends and, on or after January 1, 2019, the gross proceeds of a disposition of our Class A common stock, made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on, or, on or after January 1, 2019, gross proceeds from the sale or other disposition of, our Class A common stock paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution agrees to undertake certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. The 30% federal withholding tax described in this paragraph cannot be reduced under an income tax treaty with the United States. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States-owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in our Class A common stock.

EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF OUR CLASS A COMMON STOCK, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE LAW, AS WELL AS TAX CONSEQUENCES ARISING UNDER ANY STATE, LOCAL, NON-U.S. OR U.S. FEDERAL NON-INCOME TAX LAWS SUCH AS ESTATE AND GIFT TAX.

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UNDERWRITERS

Under the terms and subject to the conditions in an underwriting agreement dated the date of this prospectus, the underwriters named below, for whom Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC are acting as representatives, have severally agreed to purchase, and we and the selling shareholders have agreed to sell to them, severally, the number of shares of Class A common stock indicated below:



Name		Number of Shares
Morgan Stanley & Co. LLC
J.P. Morgan Securities LLC
Jefferies LLC
RBC Capital Markets, LLC
Canaccord Genuity LLC
William Blair & Company, L.L.C.
SunTrust Robinson Humphrey, Inc.
Total

The underwriters and the representatives are collectively referred to as the “underwriters” and the “representatives,” respectively. The underwriters are offering the shares of Class A common stock subject to their acceptance of the shares from us and the selling shareholders and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the shares of Class A common stock offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the shares of Class A common stock offered by this prospectus if any such shares are taken. However, the underwriters are not required to take or pay for the shares covered by the underwriters’ over-allotment option described below.

The underwriters initially propose to offer part of the shares of Class A common stock directly to the public at the offering price listed on the cover page of this prospectus and part to certain dealers. After the initial offering of the shares of Class A common stock, the offering price and other selling terms may from time to time be varied by the representatives.

We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to additional shares of Class A common stock at the public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. The underwriters may exercise this option solely for the purpose of covering the over-allotments, if any, made in connection with the offering of the shares of Class A common stock offered by this prospectus. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional shares of Class A common stock as the number listed next to the underwriter’s name in the preceding table bears to the total number of shares of Class A common stock listed next to the names of all underwriters in the preceding table.

The following table shows the per share and total public offering price, underwriting discounts and commissions, and proceeds before expenses to us and the selling shareholders. These amounts are shown assuming both no exercise and full exercise of the underwriters’ over-allotment option.

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		Total
	Per Share	No Exercise	Full Exercise
Public offering price	$	$	$
Underwriting discounts and commissions to be paid by:
Us	$	$	$
The selling shareholders	$	$	$
Proceeds, before expenses, to us	$	$	$
Proceeds, before expenses, to the selling shareholders	$	$	$

The estimated offering expenses payable by us, exclusive of the underwriting discounts and commissions, are approximately $ . We have agreed to reimburse the underwriters for their expenses relating to clearance of this offering with the Financial Industry Regulatory Authority, or FINRA, up to $ .

The underwriters have informed us that they do not intend sales to discretionary accounts to exceed 5% of the total number of shares of Class A common stock offered by them.

We have applied to list our Class A common stock on the New York Stock Exchange under the trading symbol “SMAR.”

In connection with this offering, we and all directors and officers and the holders of substantially all of our outstanding stock and equity securities have agreed that, subject to certain exceptions, without the prior written consent of Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC on behalf of the underwriters, we and they will not, during the period ending 180 days after the date of this prospectus, or the restricted period:

•

offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock or publicly announce the intention to enter into any such transaction;


•	file any registration statement with the SEC relating to the offering of any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock; or


•	enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock;

w hether any such transaction described above is to be settled by delivery of common stock or such other securities, in cash or otherwise. In addition, we and each such person agrees that, without the prior written consent of Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC on behalf of the underwriters, we or such other person will not, during the restricted period, make any public announcement regarding the exercise of any right with respect to the registration of any shares of common stock or any security convertible into or exercisable or exchangeable for common stock.

The restrictions described in the immediately preceding paragraph do not apply under certain circumstances to our directors, officers and security holders, including:


•	the sale of shares of Class A common stock pursuant to the underwriting agreement;

•

transfers of shares of common stock or any security convertible into or exercisable or exchangeable for common stock (1) as a bona fide gift, or gifts, or for bona fide estate planning purposes; (2) upon death or by will, testamentary document or intestate succession; (3) to an immediate family member or a trust for the direct or indirect benefit of the security holder or one or more immediate family members of the security holder; (4) not involving a change in beneficial ownership; or (5) if the security holder is a trust, to a trustor, trustee or beneficiary of the trust or to the estate of a trustor, trustee or beneficiary of such trust;

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•

transfers, distributions or dispositions of shares of common stock or any security convertible into or exercisable or exchangeable for common stock by a security holder that is a corporation, partnership, limited liability company or other business entity (1) to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or managed by or is under common control with such security holder or (2) as part of a distribution, transfer or disposition without consideration by such security holder to its shareholders, partners, members or other equityholders;

•

the exercise of options or other equity awards under an equity award plan described in this prospectus or the exercise of warrants outstanding as of the date of this prospectus and described in this prospectus, in each case by a security holder, provided that no filing under Section 16(a) of the Exchange Act is required or voluntarily made in connection with such transfer or disposition within 60 days after the date of this prospectus, and after such 60th day, any filing under Section 16(a) of the Exchange Act shall clearly indicate in the footnotes thereto that (1) the filing relates to the transfer or disposition described in this paragraph, (2) no shares were sold by the reporting person, and (3) the shares are subject to a lock-up agreement;

•

transfers of shares of common stock or any securities convertible into common stock by a security holder to us upon a vesting event of our securities or upon the exercise of options or warrants to purchase our securities, in each case on a “cashless exercise” or “net exercise” basis to the extent permitted by the instruments representing such options or warrants so long as such “cashless exercise” or “net exercise” is effected solely by the surrender of outstanding options or warrants to us and our cancellation of all or a portion thereof to pay the exercise price or withholding tax and remittance obligations, provided that no filing under Section 16(a) of the Exchange Act is required or voluntarily made in connection with such transfer or disposition within 60 days after the date of this prospectus, and after such 60th day, any filing under Section 16(a) of the Exchange Act shall clearly indicate in the footnotes thereto that (1) the filing relates to the transfer or disposition described in this paragraph and (2) no shares were sold by the reporting person;

•

transfers of shares of common stock or any securities convertible into or exercisable or exchangeable for common stock that occurs by operation of law pursuant to a qualified domestic order in connection with a divorce settlement or other court order; provided that the transferee shall sign and deliver a lock-up agreement and provided further, that no filing under Section 16(a) of the Exchange Act is voluntarily made and, if required to file a report under Section 16(a) of the Exchange Act, such filing shall clearly indicate in the footnotes thereto the nature and conditions of such transfer and that such transfer occurred by operation of law, court order, or in connection with a divorce settlement, as the case may be;

•

transfers by a security holder of shares of our common stock to us, pursuant to arrangements under which we have the option to repurchase such shares at the lower of cost or fair market value or a right of first refusal with respect to transfers of such shares, in each case upon termination of employment or service of such shareholder with us provided, that, no filing under Section 16(a) of the Exchange Act is voluntarily made and, if required to file a report under Section 16(a) of the Exchange Act, such filing shall clearly indicate in the footnotes thereto that the filing relates to the transfer of shares in connection with the repurchase of the shareholder’s shares or exercise of our right of first refusal in connection with the termination of the shareholder’s service with us pursuant to contractual agreements with us, as applicable;

•

the conversion or reclassification of the outstanding convertible preferred stock or other classes of our common stock into shares of Class B common stock in connection with the consummation of the offering and the conversion of Class B common stock to Class A common stock in accordance with our amended and restated articles of incorporation, provided that any such shares of common stock received upon such conversion or reclassification shall remain subject to the restrictions described above;

•

transfers of shares of our common stock or any security convertible into or exercisable or exchangeable for common stock by a security holder pursuant to a bona fide tender offer, merger, consolidation or other similar transaction that is approved by our board of directors, made to all holders of our common stock involving a change of control; provided that in the event that the tender offer, merger, consolidation or other

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such transaction is not completed, the common stock or security held by the security holder shall remain subject to the restrictions described above;

•

transactions by any person other than us relating to shares of Class A common stock or other securities acquired in this offering or in open market transactions after the completion of this offering, provided that no filing under Section 16(a) of the Exchange Act is required or voluntarily made during the restricted period in connection with subsequent sales of the Class A common stock or other securities acquired in this offering or in such open market transactions; or

•

the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of common stock; provided that (1) such plan does not provide for the transfer of common stock during the restricted period and (2) to the extent a public announcement or filing under the Exchange Act, if any, is required or voluntarily made regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of common stock may be made under such plan during the restricted period;

provided that in the case of any transfer or distribution pursuant to the second and third bullets above, it shall be a condition of the transfer or distribution that each transferee, donee or distributee shall sign and deliver a copy of the lock-up agreement prior to or upon such transfer and no filing under Section 16(a) of the Exchange Act (other than, in the case of the second bullet above, a Form 5) reporting a reduction in beneficial ownership of shares of common stock shall be required or shall be made voluntarily during the applicable restricted period.

Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, in their sole discretion, may release the common stock and other securities subject to the lock-up agreements described above in whole or in part at any time, provided that, if the shareholder is one of our officers or directors, Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC will notify us of the impending release or waiver at least three business days before the release or waiver, and when and as required by FINRA Rule 5131, we have agreed to announce the impending release or waiver at least two business days before the release or waiver, except where the release or waiver is effected solely to permit a transfer of securities that is not for consideration and where the transferee has agreed in writing to be bound by the same lock-up agreement terms in place for the transferor.

In order to facilitate the offering of the Class A common stock, the underwriters may engage in transactions that stabilize, maintain, or otherwise affect the price of the Class A common stock. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the underwriters under the over-allotment option. The underwriters can close out a covered short sale by exercising the over-allotment option or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available under the over-allotment option. The underwriters may also sell shares in excess of the over-allotment option, creating a naked short position. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the Class A common stock in the open market after pricing that could adversely affect investors who purchase in this offering. As an additional means of facilitating this offering, the underwriters may bid for, and purchase, shares of Class A common stock in the open market to stabilize the price of the Class A common stock. These activities may raise or maintain the market price of the Class A common stock above independent market levels or prevent or retard a decline in the market price of the Class A common stock. The underwriters are not required to engage in these activities and may end any of these activities at any time.

We, the selling shareholders, and the underwriters have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.

A prospectus in electronic format may be made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering. The representatives may agree to allocate a number of shares of Class A common stock to underwriters for sale to their online brokerage account holders. Internet

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distributions will be allocated by the representatives to underwriters that may make Internet distributions on the same basis as other allocations.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing, and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they received or will receive customary fees and expenses.

In addition, in the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve our securities and instruments. The underwriters and their respective affiliates may also make investment recommendations or publish or express independent research views in respect of such securities or instruments, and may at any time hold, or recommend to clients that they acquire, long or short positions in such securities and instruments.

In the ordinary course of business, we have sold, and may in the future sell, our platform and solutions to one or more of the underwriters or their respective affiliates in arm’s-length transactions on market competitive terms.

Pricing of the Offering

Prior to this offering, there has been no public market for our Class A common stock. The initial public offering price will be determined by negotiations between us, the selling shareholders, and the representatives. Among the factors to be considered in determining the initial public offering price will be our future prospects and those of our industry in general, our sales, earnings and certain other financial and operating information in recent periods, and the price-earnings ratios, price-sales ratios, market prices of securities, and certain financial and operating information of companies engaged in activities similar to ours.

Selling Restrictions

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive or, each, a Relevant Member State an offer to the public of any shares of our Class A common stock may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of any shares of our Class A common stock may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:


(a)	to any legal entity which is a qualified investor as defined in the Prospectus Directive;


(b)	to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or


(c)	in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of shares of our Class A common stock shall result in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to the public” in relation to any shares of our Class A common stock in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares of our Class A common stock to be offered so as to enable an investor to decide to purchase any shares of our Class A common stock, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus

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Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State, and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

United Kingdom

Each underwriter has represented and agreed that:

(a)

it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, or FSMA, received by it in connection with the issue or sale of the shares of our Class A common stock in circumstances in which Section 21(1) of the FSMA does not apply to us; and


(b)	it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares of our Class A common stock in, from or otherwise involving the United Kingdom.

Switzerland

The shares of Class A common stock may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or SIX, or on any other stock exchange or regulated trading facility in Switzerland.

This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland. Neither this document nor any other offering or marketing material relating to the offering, us, or the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, or FINMA, and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or CISA. The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

Dubai International Financial Centre

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority, or DFSA. This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission, or ASIC, in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001, or the Corporations Act, and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the shares may only be made to persons, or the Exempt Investors, who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more

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exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take into account the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate for their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

New Zealand

The shares of Class A common stock offered hereby have not been offered or sold, and will not be offered or sold, directly or indirectly in New Zealand and no offering materials or advertisements have been or will be distributed in relation to any offer of shares in New Zealand, in each case other than:


•	to persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money;


•	to persons who in all the circumstances can properly be regarded as having been selected otherwise than as members of the public;


•	to persons who are each required to pay a minimum subscription price of at least NZ$500,000 for the shares before the allotment of those shares (disregarding any amounts payable, or paid, out of money lent by the issuer or any associated person of the issuer); or


•	in other circumstances where there is no contravention of the Securities Act 1978 of New Zealand (or any statutory modification or re-enactment of, or statutory substitution for, the Securities Act 1978 of New Zealand).

Canada

The shares of Class A common stock may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations . Any resale of the shares of Class A common stock must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

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Hong Kong

The shares of Class A common stock have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the shares of Class A common stock has been or may be issued or has been or may be in the possession of any person for the purposes of issuance, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares of Class A common stock which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Japan

No registration pursuant to Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended), or the FIEL, has been made or will be made with respect to the solicitation of the application for the acquisition of the shares of Class A common stock.

Accordingly, the shares of Class A common stock have not been, directly or indirectly, offered or sold and will not be, directly or indirectly, offered or sold in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements, and otherwise in compliance with, the FIEL and the other applicable laws and regulations of Japan.

For Qualified Institutional Investors, or QII

Please note that the solicitation for newly-issued or secondary securities (each as described in Paragraph 2, Article 4 of the FIEL) in relation to the shares of Class A common stock constitutes either a “QII only private placement” or a “QII only secondary distribution” (each as described in Paragraph 1, Article 23-13 of the FIEL). Disclosure regarding any such solicitation, as is otherwise prescribed in Paragraph 1, Article 4 of the FIEL, has not been made in relation to the shares of Class A common stock. The shares of Class A common stock may only be transferred to QIIs.

For Non-QII Investors

Please note that the solicitation for newly-issued or secondary securities (each as described in Paragraph 2, Article 4 of the FIEL) in relation to the shares of Class A common stock constitutes either a “small number private placement” or a “small number private secondary distribution” (each as is described in Paragraph 4, Article 23-13 of the FIEL). Disclosure regarding any such solicitation, as is otherwise prescribed in Paragraph 1, Article 4 of the FIEL, has not been made in relation to the shares of Class A common stock. The shares of Class A common stock may only be transferred en bloc without subdivision to a single investor.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares of Class A common stock may not be circulated or distributed, nor may the shares of Class A common stock be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA, (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275,

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of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares of Class A common stock are subscribed or purchased under Section 275 of the SFA by a relevant person which is:


(a)	a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b)

a trust (where the trustee is not an accredited investor) the sole purpose of which is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares of Class A common stock pursuant to an offer made under Section 275 of the SFA except:


(1)	to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;


(2)	where no consideration is or will be given for the transfer;


(3)	where the transfer is by operation of law;


(4)	as specified in Section 276(7) of the SFA; or


(5)	as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

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LEGAL MATTERS

Fenwick & West LLP, Seattle, Washington, has acted as our counsel in connection with this offering and will pass upon the validity of the issuance of the shares of our Class A common stock offered by this prospectus. As of the date of this prospectus, individuals and entities associated with Fenwick & West LLP beneficially own an aggregate of 60,450 shares of our Series C convertible preferred stock which will convert to Class B common stock in connection with the completion of this offering, representing approximately 0.07% of our outstanding shares of capital stock as of January 31, 2018.

Wilson Sonsini Goodrich & Rosati, Professional Corporation, Seattle, Washington, is representing the underwriters in connection with this offering.

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EXPERTS

The consolidated financial statements as of January 31, 2017 and 2018 and for each of the three years in the period ended January 31, 2018 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the Securities and Exchange Commission, or SEC, a registration statement on Form S-1 under the Securities Act of 1933, as amended, with respect to the shares of Class A common stock offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement, some of which is contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect to us and our Class A common stock, we refer you to the registration statement, including the exhibits filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, please see the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. A copy of the registration statement and the exhibits filed therewith may be inspected without charge at the public reference room maintained by the SEC, located at 100 F Street, NE, Washington, D.C. 20549, and copies of all or any part of the registration statement may be obtained from that office. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. SEC also maintains an Internet website that contains reports, proxy statements, and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov .

We currently do not file periodic reports with the SEC. As a result of this offering, we will become subject to the information and reporting requirements of the Exchange Act of 1934, as amended, and, in accordance with this law, will file periodic reports, proxy statements, and other information with the SEC. These periodic reports, proxy statements and other information will be available for inspection and copying at the SEC’s public reference facilities and the website of the SEC referred to above. We also maintain a website at www.smartsheet.com . Upon completion of this offering, you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Information contained on our website is not a part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only.

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SMARTSHEET INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



	Page
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Statements of Operations	F-3
Consolidated Statements of Comprehensive Loss	F-4
Consolidated Balance Sheets	F-5
Consolidated Statements of Convertible Preferred Stock and Shareholders’ Deficit	F-7
Consolidated Statements of Cash Flows	F-8
Notes to Consolidated Financial Statements	F-9

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Smartsheet Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Smartsheet Inc. and its subsidiaries as of January 31, 2018 and 2017, and the related consolidated statements of operations, statements of comprehensive loss, statements of changes in convertible preferred stock and shareholders’ deficit, and statements of cash flows for each of the three years in the period ended January 31, 2018, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2018 and 2017, and the results of their operations and their cash flows for each of the three years in the period ended January 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Seattle, Washington

March 26, 2018

We have served as the Company’s auditor since 2012.

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SMARTSHEET INC.

Consolidated Statements of Operations

(in thousands, except per share data)



	Year Ended January 31,
	2016			2017			2018

Revenue
Subscription	$	39,568		$	62,416		$	100,368
Professional services	1,183			4,548			10,885
Total revenue	40,751			66,964			111,253
Cost of revenue
Subscription	6,961			10,117			13,008
Professional services	1,636			4,016			8,674
Total cost of revenue	8,597			14,133			21,682
Gross profit	32,154			52,831			89,571
Operating expenses
Research and development	12,900			19,640			37,590
Sales and marketing	28,440			40,071			72,925
General and administrative	5,163			8,275			28,034
Total operating expenses	46,503			67,986			138,549
Loss from operations	(14,349		)	(15,155		)	(48,978		)
Interest expense and other, net	—			(29		)	(435		)
Net loss before provision (benefit) for income taxes	(14,349		)	(15,184		)	(49,413		)
Provision (benefit) for income taxes	—			—			(307		)
Net loss	$	(14,349	)	$	(15,184	)	$	(49,106	)
Deemed dividend	—			—			(4,558		)
Net loss attributable to common shareholders	$	(14,349	)	$	(15,184	)	$	(53,664	)
Net loss per share attributable to common shareholders, basic and diluted	$	(1.03	)	$	(1.00	)	$	(2.94	)
Weighted-average shares outstanding used to compute net loss per share attributable to common shareholders, basic and diluted	13,877			15,241			18,273
Pro forma net loss per share attributable to common shareholders, basic and diluted (unaudited)							$	(0.62	)
Weighted-average shares used to compute pro forma net loss per share attributable to common shareholders, basic and diluted (unaudited)							84,868

See notes to consolidated financial statements.

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SMARTSHEET INC.

Consolidated Statements of Comprehensive Loss

(in thousands)



	Year Ended January 31,
	2016			2017			2018

Net loss	$	(14,349	)	$	(15,184	)	$	(49,106	)
Other comprehensive loss
Unrealized gain (loss) on investments in available-for-sale securities, net of tax	19			(18		)	(1		)
Comprehensive loss	$	(14,330	)	$	(15,202	)	$	(49,107	)

See notes to consolidated financial statements.

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SMARTSHEET INC.

Consolidated Balance Sheets

(in thousands, except share data)



	January 31,				Pro Forma January 31,
	2017		2018		2018
					(unaudited)
Assets
Current assets
Cash and cash equivalents	$	22,086	$	58,158
Short-term investments	10,149		—
Accounts receivable, net of allowances of $104 and $457 at January 31, 2017 and January 31, 2018, respectively	5,410		14,870
Prepaid expenses and other current assets	2,224		4,628
Total current assets	39,869		77,656
Long-term assets
Restricted cash	1,927		2,901
Deferred commissions	5,577		15,291
Property and equipment, net	8,812		17,237
Intangible assets, net	43		1,547
Goodwill	—		445
Other long-term assets	25		1,527
Total assets	$	56,253	$	116,604
Liabilities, convertible preferred stock, and shareholders’ deficit
Current liabilities
Accounts payable	$	1,985	$	2,641
Accrued compensation and related benefits	6,787		13,253
Other accrued liabilities	887		3,061
Capital lease payable	1,810		2,833
Deferred revenue	32,646		57,102
Total current liabilities	44,115		78,890
Capital lease payable, non-current	3,932		3,713
Deferred revenue, non-current	66		179
Convertible preferred stock warrant liability	477		1,272		$	—
Other long-term liabilities	146		604
Total liabilities	48,736		84,658		83,386
Commitments and contingencies (Note 14)
Convertible preferred stock
Convertible preferred stock, no par value; 61,421,973 shares authorized as of January 31, 2017, and 67,756,647 shares authorized as of January 31, 2018; 61,284,703 shares issued and outstanding with aggregate liquidation preference of $60,617 as of January 31, 2017, and 67,619,377 shares issued and outstanding with aggregate liquidation preference of $113,217 as of January 31, 2018; no shares issued and outstanding as of January 31, 2018, pro forma (unaudited)	60,260		112,687		—
Shareholders’ equity (deficit):

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Common stock, no par value; 96,000,000 shares authorized as of January 31, 2017, and 107,679,381 shares authorized as of January 31, 2018; 16,278,895, and 20,280,741 shares issued and outstanding as of January 31, 2017 and 2018, respectively; no shares issued and outstanding as of January 31, 2018, pro forma (unaudited)	—			—
Class A common stock, no par value; shares authorized as of January 31, 2018 pro forma (unaudited); no shares issued and outstanding as of January 31, 2018 pro forma (unaudited)	—			—
Class B common stock, no par value; shares authorized as of January 31, 2018 pro forma (unaudited); 88,760,473 shares issued and outstanding as of January 31, 2018 pro forma (unaudited)	—			—
Additional paid-in capital	4,783			25,892			139,851
Accumulated other comprehensive income	1			—
Accumulated deficit	(57,527		)	(106,633		)
Total shareholders’ equity (deficit)	(52,743		)	(80,741		)	33,218
Total liabilities, convertible preferred stock and shareholders’ deficit	$	56,253		$	116,604		$	116,604

See notes to consolidated financial statements.

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SMARTSHEET INC.

Consolidated Statements of Changes in Convertible Preferred Stock and Shareholders’ Deficit

(dollars in thousands)



	Convertible Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Shareholders’ Deficit
	Shares	Amount		Shares	Amount		Additional Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Shareholders’ Deficit
Balances at January 31, 2015	61,284,703	$	60,260	13,223,562	$	—	$	818	$	(27,994	)	$	—		$	(27,176	)
Stock option exercises	—	—		1,540,540	—		222		—			—			222
Share-based compensation expense	—	—		—	—		1,679		—			—			1,679
Comprehensive loss	—	—		—	—		—		(14,349		)	19			(14,330		)
Balances at January 31, 2016	61,284,703	60,260		14,764,102	—		2,719		(42,343		)	19			(39,605		)
Stock option exercises	—	—		1,514,793	—		930		—			—			930
Share-based compensation expense	—	—		—	—		1,134		—			—			1,134
Comprehensive loss	—	—		—	—		—		(15,184		)	(18		)	(15,202		)
Balances at January 31, 2017	61,284,703	60,260		16,278,895	—		4,783		(57,527		)	1			(52,743		)
Issuance of convertible preferred stock	6,334,674	52,427		—	—		—		—			—			—
Stock option exercises	—	—		4,001,846	—		2,645		—			—			2,645
Share-based compensation expense	—	—		—	—		18,464		—			—			18,464
Comprehensive loss	—	—		—	—		—		(49,106		)	(1		)	(49,107		)
Balances at January 31, 2018	67,619,377	$	112,687	20,280,741	$	—	$	25,892	$	(106,633	)	$	—		$	(80,741	)

See notes to consolidated financial statements.

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SMARTSHEET INC.

Consolidated Statements of Cash Flows (in thousands)



	Year Ended January 31,
	2016			2017			2018

Cash flows from operating activities
Net loss	$	(14,349	)	$	(15,184	)	$	(49,106	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Share-based compensation expense	1,679			1,134			18,464
Remeasurement of convertible preferred stock warrant liability	127			194			795
Depreciation of property and equipment	563			978			4,019
Amortization of deferred commission costs	995			2,076			4,989
Gain/loss on disposal of assets	—			3			2
Amortization of intangible assets	4			11			57
Amortization of premiums, accretion of discounts and gain on investments	72			137			26
Changes in operating assets and liabilities:
Accounts receivable	(1,270		)	(2,829		)	(9,455		)
Prepaid expenses and other current assets	(179		)	(828		)	(1,856		)
Other long-term assets	(33		)	9			(1,022		)
Accounts payable	522			578			704
Other accrued liabilities	246			469			2,014
Accrued compensation and related benefits	1,346			5,052			6,466
Deferred commissions	(2,370		)	(4,908		)	(14,704		)
Other long-term liabilities	63			26			457
Deferred revenue	7,924			13,140			24,569
Net cash provided by (used in) operating activities	(4,660		)	58			(13,581		)
Cash flows from investing activities
Purchases of letters of credit	—			(612		)	(1,000		)
Reduction of letters of credit	—			335			252
Purchases of property and equipment	(1,026		)	(1,820		)	(6,006		)
Purchases of investments	(21,820		)	(5,094		)	—
Capitalized internal-use software development costs	—			—			(3,350		)
Proceeds from sales of investments	—			3,655			900
Proceeds from maturity of investments	—			12,900			9,222
Payment for business acquisition, net of cash acquired	—			—			(1,464		)
Proceeds from sale of computer equipment	—			—			1
Purchases of intangible assets	(58		)	—			(125		)
Payments for security deposits	4			(309		)	(213		)
Net cash provided by (used in) investing activities	(22,900		)	9,055			(1,783		)
Cash flows from financing activities
Payments on principal of capital lease	—			(303		)	(2,326		)
Payments of deferred offering costs	—			—			(829		)
Proceeds from issuance of convertible preferred stock	—			—			52,427
Proceeds from exercise of stock options	222			930			2,164
Net cash provided by financing activities	222			627			51,436
Net increase (decrease) in cash and cash equivalents	(27,338		)	9,740			36,072
Cash and cash equivalents
Beginning of period	39,684			12,346			22,086
End of period	$	12,346		$	22,086		$	58,158
Supplemental disclosures
Cash paid for interest	$	—		$	187		$	312
Purchase of fixed assets under capital lease	—			6,045			3,130
Accrued purchases of property and equipment	1			227			181
Deemed dividends on convertible preferred stock	—			—			(4,558		)
Deferred offering costs, accrued but not yet paid	—			—			648

See notes to consolidated financial statements.

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SMARTSHEET INC.

Notes to Consolidated Financial Statements

1. Overview and Basis of Presentation

Description of business

Smartsheet Inc. (the “Company”) was incorporated in the State of Washington on June 1, 2005. The Company is headquartered in Bellevue, Washington. The Company is a leading cloud-based platform for work execution, enabling teams and organizations to plan, capture, manage, automate, and report on work at scale. Customers access their accounts online via a web-based interface or a mobile application. Some customers also purchase the Company ’ s professional services, which primarily consist of consulting and training services. The Company’s fiscal year end is January 31.

Basis of presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in th e United States of America (“GAAP”). The Company’s fiscal year ends on January 31.

Unaudited pro forma balance sheet and net loss per share

Prior to the closing of the Company’s initial public offering ( “ IPO ” ), the Company had one class of common stock. Upon the closing of the IPO, the Company will have authorized Class A common stock and Class B common stock. All currently outstanding shares of common stock and convertible preferred stock will automatically convert into shares of Class B common stock and warrants to purchase shares of convertible preferred stock will automatically convert into warrants to purchase shares of the Company ’ s Class B common stock. The unaudited pro forma balance sheet information shows the effect of the conversion of the convertible preferred stock and the conversion of the convertible preferred stock warrant as of January 31, 2018 . The effect of this conversion on the pro forma balance sheet will reduce shareholders’ deficit by $114.0 million. Additionally, the Company has calculated unaudited pro forma basic and diluted loss per share to give effect to the convertible preferred stock, including the impacts of the warrant to purchase convertible preferred stock, as though such shares had been converted to common stock as of the beginning of the period.

Use of estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. The Company bases its estimates on historical experience and on other assumptions that its management believes are reasonable under the circumstances. Actual results could differ from those estimates. The Company’s most significant estimates and judgments involve revenue recognition with respect to the allocation of transaction consideration for the Company’s offerings; determination of the amortization period for capitalized sales commission costs; valuation of the Company’s share-based compensation, including the underlying deemed fair value of common stock; useful lives of property and equipment including useful lives of internal-use software development costs; calculation of allowance for doubtful accounts; inputs in revaluation of convertible preferred stock warrant; and valuation of deferred income tax assets and uncertain tax positions, among others.

Liquidity

The Company continues to be subject to the risks and challenges associated with companies at a similar stage of development, including the ability to raise additional capital to support future growth. Since inception through January 31, 2018 , the Company had incurred losses from operations and accumulated a deficit of $106.6 million . Historically, the Company has financed its operations primarily through private sales of equity securities and customer payments. The Company believes its existing cash will be sufficient to meet its working capital and capital expenditure needs for at least the next 12 months.

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Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies

Segment information

The Company operates as one operating segment. The Company’s chief operating decision maker is its chief executive officer, who reviews financial information for purposes of making operating decisions, assessing financial performance, and allocating resources.

Revenue recognition

The Company derives its revenue primarily from subscription services and professional services. Revenue is recognized when control of these services is transferred to the Company ’ s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services, net of any sales taxes.

The Company determines revenue recognition through the following steps:


•	identification of the contract, or contracts, with a customer;


•	identification of the performance obligations in the contract;


•	determination of the transaction price;


•	allocation of the transaction price to the performance obligations in the contract; and


•	recognition of revenue when, or as, the Company satisfies a performance obligation.

Subscription revenue

Subscription revenue primarily consists of fees from customers for access to the Company’s cloud-based platform . S ubscription revenue is recognized on a ratable basis over the subscription contract term, beginning on the date the access to the Company ’ s platform is provided, as no implementation work is required, if consideration the Company is entitled to receive is probable of collection. S ubscription contracts generally have terms of one year or one month, are billed in advance, and are non-cancelable. The subscription arrangements do not allow the customer the contractual right to take possession of the platform; as such, the arrangements are considered to be service contracts.

Certain of the Company ’ s subscription contracts contain performance guarantees related to service continuity. To date, refunds related to such guarantees have been immaterial in all periods presented.

Professional services revenue

Professional services revenue primarily includes revenue recognized from fees for consulting and training services. The Company’s consulting services consist of platform configuration and use case optimization, and are primarily invoiced on a time and materials basis, monthly in arrears. Services revenue is recognized over time, as service hours are delivered. Smaller consulting engagements are, on occasion, provided for a fixed fee. These smaller consulting arrangements are typically of short duration (less than three months). In these cases, revenue is recognized over time, based on the proportion of hours of work performed, compared to the total hours expected to complete the engagement. Configuration and use case optimization services do not result in significant customization or modification of the software platform or user interface.

Training services are billed in advance, on a fixed-fee basis, and revenue is recognized after the training program is delivered, or after customer’s right to receive training services expires.

Associated out-of-pocket travel expenses related to the delivery of professional services are typically reimbursed by the customer. Out-of-pocket expense reimbursements are recognized as revenue at the point in time, or as the distinct performance obligation to which they relate is delivered. Out-of-pocket expenses are recognized as cost of professional services as incurred.

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Notes to Consolidated Financial Statements

On occasion, the Company sells its subscriptions to third-party resellers. The price at which the Company sells to the reseller is typically discounted, as compared to the price at which the Company would sell to an end customer, in order to enable the reseller to realize a margin on the eventual sale to the end customer. As the Company retains a fixed amount of the contract from the reseller, and does not have visibility into the pricing provided by the reseller to the end customer, the revenue is recorded net of any reseller margin.

Contracts with multiple performance obligations

Some of the Company’s contracts with customers contain multiple performance obligations. The Company accounts for individual performance obligations separately, as they have been determined to be distinct, i.e., the services are separately identifiable from other items in the arrangement and the customer can benefit from them on its own or with other resources that are readily available to the customer. The transaction price is allocated to the distinct performance obligations on a relative standalone selling price basis. Stand-alone selling prices are determined based on the prices at which the Company separately sells subscription, consulting, and training services, and based on t he Company’s overall pricing objectives, taking into consideration market conditions, value of t he Company’s contracts, the types of offerings sold, customer demographics, and other factors.

Accounts receivable

The allowance for doubtful accounts is based on the Company’s assessment of the collectability of accounts by considering the composition of the accounts receivable aging and historical bad debt expense trends. Amounts deemed uncollectible are recorded to the allowance for doubtful accounts with an offsetting charge in the statement of operations . Activity related to the Company’s provision for doubtful accounts was as follows (in thousands):



	Year ended January 31,
	2016		2017		2018

Balance at beginning of period	$	12	$	24	$	104
Charges, net of reversals	12		80		353
Balance at end of period	$	24	$	104	$	457

Deferred revenue

Similarly, the Company records deferred revenue for fixed-fee professional services upon establishment of an unconditional right to payment under a non-cancelable contract. Deferred revenue for training services is recognized as revenue upon delivery of training services or upon expiration of customer’s right to receive such services. Deferred revenue for consulting services is recognized as hours of service are delivered to the customer.

Deferred commissions

The majority of sales commissions earned by the Company ’s sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions are paid on initial contracts and on any upsell contracts with a customer. No sales commissions are paid on customer renewals. Sales commissions are deferred and then amortized on a straight-line basis over a period of benefit that the Company has determined to be three years. The Company determined the period of benefit by taking into consideration its customer contracts,

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Notes to Consolidated Financial Statements

expected customer life, the expected life of its technology, and other factors. Amortization expense is included in sales and marketing expenses in the accompanying statements of operations.

Overhead allocations

The Company allocates shared costs, such as facilities (including rent, utilities, and depreciation on equipment shared by all departments), and information technology costs to all departments based on headcount. As such, allocated shared costs are reflected in each cost of revenue and operating expense category.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less from date of purchase to be cash equivalents. C ash and cash equivalents are recorded at cost, which approximates fair value.

Restricted cash

Restricted cash as of January 31, 2017 and 2018 included $1.6 million and $2.4 million, r espectively, related to letters of credit for the Company’s Bellevue and Boston leases and $0.3 million, a nd $0.5 million , respectively, related to a security deposit for the Company’s Boston lease.

Investments

The Company classifies its investments as available-for-sale securities recorded at fair value. Any unrealized gains or losses are included as a component of accumulated other comprehensive loss in shareholders’ deficit and are periodically assessed for other-than-temporary impairment. The cost of investments for purposes of computing realized and unrealized gains and losses is based on the specific identification method. Investments in securities with maturities of less than one year, or where management’s intent is to use the investments to fund current operations, are classified as short-term investments. Investments with maturities of greater than one year are classified as long-term investments.

Property and equipment

Property and equipment are recorded at cost, net of accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the following estimated useful lives:



Computer equipment	3 years
Computer software	3 years
Furniture and fixtures	5-7 years

Leasehold improvements are amortized over the shorter of the expected useful lives of the assets or the related lease term. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred.

Software development costs

The Company capitalizes certain qualifying costs incurred during the application development stage in connection with the development of internal-use software. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. To date, qualifying costs incurred during the application development stage of software development for the Company’s platform to which subscriptions are sold have not been significant. All such costs have been charged to research and development expense in the statements of comprehensive loss.

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Notes to Consolidated Financial Statements

and were expensed as incurred. For the year ended January 31, 2018, $3.4 million of internal-use software costs were capitalized.

Capitalized software development costs are included within property and equipment on the balance sheets, and are amortized over the estimated useful life of the software, which is typically three years. The related amortization expense is recognized in the statements of comprehensive loss within the department that receives the benefit of the developed software. The Company evaluates the useful lives of these assets and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.

Impairment of long-lived assets

Long-lived assets, such as property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of an asset group is measured by comparing the carrying amount to the estimated undiscounted future cash flows expected to be generated. If the carrying amount exceeds the undiscounted cash flows, the assets are determined to be impaired and an impairment charge is recognized as the amount by which the carrying amount exceeds its fair value. No impairments of long-lived assets were recorded during any of the periods presented.

Goodwill

The Company evaluates goodwill for impairment at the reporting unit level on an annual basis (September 1), or whenever events or changes in circumstances indicate that impairment may exist. When evaluating goodwill for impairment, the Company may first perform a qualitative assessment to determine whether it is more likely than not that a reporting unit is impaired. If the Company does not perform a qualitative assessment, or if the Company determine that it is not more likely than not that the fair value of the reporting unit exceeds its carrying amount, the Company calculates the estimated fair value of the reporting unit. Fair value is the price a willing buyer would pay for the reporting unit and is typically calculated using a discounted cash flow model. If the carrying amount of the reporting unit exceeds the estimated fair value, an impairment charge is recorded to reduce the carrying value to the estimated fair value.

Leases and deferred rent

Leases are categorized at their inception as either operating or capital leases. Some lease agreements include incentives. Rent expense on t he Company’s operating leases for office space is recognized using the straight-line method, over the term of the agreement generally beginning once control of the space is achieved, without regard to payment terms that defer the commencement date of required rent payments. Additionally, incentives received are treated as a reduction of expense over the term of the agreement. The difference between the rent payments and the calculated rent expense using the straight-line methodology is recorded as a deferred rent liability within the other accrued liabilities and other long-term liabilities captions in the accompanying balance sheets, based on the terms of the lease. Deferred rent as of January 31, 2017 and 2018 was $0.1 million, and $0.6 million, respectively.

The Company begins to depreciate its capital lease assets, which mainly relate to leased computer equipment, once such equipment is received and ready for its intended use.

Self-Funded Health Insurance

In December 2017, the Company elected to partially self-fund its health insurance plan. To reduce its risk related to high-dollar claims, the Company maintains individual and aggregate stop-loss insurance. The Company estimates its exposure for claims incurred but not paid at the end of each reporting period and uses historical claims data to estimate its self-funded insurance liability. As of January 31, 2018, the Company’s net self-insurance reserve estimate was $0.6 million, included in other accrued liabilities in the accompanying consolidated balance sheets.

Advertising expenses

Advertising and marketing costs are expensed as incurred, and are included in sales and marketing expense in the statements of operations. Advertising and marketing expenses were $10.1 million, $10.5 millio n, an d $14.8 million for the years ended January 31, 2016, 2017, and 2018, respec tively.

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Notes to Consolidated Financial Statements

Deferred offering costs

Deferred offering costs consist primarily of accounting, legal, and other fees related to the proposed IPO. The deferred offering costs will be offset against IPO proceeds upon the consummation of the IPO. If the IPO is aborted, deferred offering costs will be expensed. As of January 31, 2017, the Company had no deferred offering costs that were capitalized. As of January 31, 2018, the Company capitalized $1.5 million of deferred offering costs, which are included in other long-term assets in the accompanying consolidated balance sheets.

Convertible preferred stock warrant liability

The Company classifies its warrant to purchase convertible preferred stock as a liability. The Company adjusts the carrying value of the warrant liability to fair value at the end of each reporting period utilizing the Black-Scholes option pricing model. The convertible preferred stock warrant liability is included on the Company’s balance sheets and its warrant revaluation is recorded as an expense in interest income (expense) and other, net. Upon exercise or IPO, the related warrant liability will be reclassified to additional paid-in capital.

Share-based compensation

The Company measures and recognizes compensation expense for all share-based awards granted to employees and directors, based on the estimated fair value of the award on the date of grant. Expense is recognized on a straight-line basis over the vesting period of the award based on the estimated portion of the award that is expected to vest.

The Company uses the Black-Scholes option pricing model to measure the fair value of stock option awards when they are granted. The Company makes several estimates in determining share-based compensation and these estimates generally require significant analysis and judgment to develop.

Income taxes

Income taxes are accounted for using the asset and liability method. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The Company records a valuation allowance to reduce deferred tax assets to an amount for which realization is more likely than not.

The Company evaluates and accounts for uncertain tax positions using a two-step approach. The first step is to evaluate if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. No liability was recorded for uncertain tax positions , or related interest or penalties, as of January 31, 2017 and 2018. As of January 31, 2018, the Company did not record a deferred tax asset for uncertain tax positions of $0.7 million related to research and development credits. In the U.S., the Company’s tax years from 2005 to present remain effectively open to examination by the Internal Revenue Service, as well as various state and foreign jurisdictions.

Concentrations of risk and significant customers

Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents, investments, and accounts receivable. The Company maintains its cash accounts with financial institutions where deposits, at times, exceed the Federal Deposit Insurance Corporation ( “ FDIC ” ) limits.

The Company has credit risk regarding trade accounts receivable. No individual customers represented more than 10% of accounts receivable as of January 31, 2017 and 2018. No individual customers represented more than 10% of revenue during the years ended January 31, 2016, 2017 and 2018.

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Notes to Consolidated Financial Statements

Net loss per share

Holders of t he Company’s convertible preferred stock participate in dividends with holders of t he Company’s common stock, but they are not contractually required to share in net losses. Accordingly, during periods of income, the Company is required to use the two-class method of calculating earnings per share. The two-class method requires that earnings per share be calculated separately for each class of security. As t he Company incurred losses during the periods presented, t he Company used the methods described below to calculate net loss per share.

The Company calculates basic net loss per share by dividing net loss attributable to common shareholders by the weighted-average number of the Company’s common stock shares outstanding during the respective period. Net loss attributable to common shareholders is net loss minus convertible preferred stock dividends declared, of which there were none during the periods presented.

The Company calculates diluted net loss per share using the treasury stock and if-converted methods, which consider the potential impacts of outstanding stock options, warrants, and convertible preferred stock. Under these methods, the numerator and denominator of the net loss per share calculation are adjusted for these securities if the impact of doing so increases net loss per share. During the periods presented, the impact is to decrease net loss per share and therefore the Company is precluded from adjusting its calculation for these securities. As a result, diluted net loss per share is calculated using the same formula as basic net loss per share.

Recently adopted accounting pronouncements

In March 2018, the Financial Account Standards Board (“FASB”) issued ASU 2018-05, "Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118". This ASU adds SEC paragraphs pursuant to the SEC Staff Accounting Bulletin No. 118, which expresses the view of the staff regarding application of Topic 740, Income Taxes, in the reporting period that includes December 22, 2017 - the date on which the Tax Cuts and Jobs Act (H.R.1, An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018) was signed into law. The Company has completed its analysis of the Tax Cuts and Jobs Act and the effects have been reflected in its financial statements.

In April 2015, the FASB issued ASU No. 2015-05, Subtopic 350-40, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement (“ASU 2015-05”), which provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. ASU 2015-05 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2015. The Company adopted ASU 2015-05 effective February 1, 2016 and the adoption had no impact on the Company’s consolidated financial statements.

In August 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40) , related to the disclosures around going concern. The new standard provides guidance around management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The Company adopted the requirements of the new standard as of February 1, 2017 and did not identify any uncertainties about the Company's ability to continue as a going concern.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASC 606”). ASC 606 supersedes the revenue recognition requirements in Accounting Standards Codification Topic 605, Revenue Recognition (“Topic 605”), and requires the recognition of revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASC 606 also includes Subtopic 340-40, Other Assets and Deferred Costs –Contracts with Customers (“Subtopic 340-40” and together with ASC 606, the “new standard”), which requires the deferral of incremental costs of obtaining a contract with a customer. The Company early adopted the requirements of the new standard as of February 1, 2017, utilizing the full retrospective method of transition. Adoption of the new standard primarily resulted in changes to the treatment of sales commissions. Under Topic 605, the Company expensed commission costs to obtain a contract as incurred. Under the new standard, the Company defers all incremental

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Notes to Consolidated Financial Statements

commission costs to obtain the contract. The Company amortizes these costs over a period of benefit that it has determined to be three years.

In addition, the adoption of the new standard resulted in changes in the Company’s accounting policies for revenue recognition, trade and other receivables, the effect of which was insignificant on a cumulative basis, and for each of the periods presented in the Company ’ s statements of operations and statements of cash flows, and as of the dates presented in the Company ’ s balance sheets. The impact of adopting the new standard was a cumulative improvement to the opening accumulated deficit balance (decrease to the deficit) as of February 1, 2015 of $1.4 million. The primary impact of adopting the new standard on the fiscal years ended January 31, 2016, 2017 and 2018 was to commissions expense, which is recognized in sales and marketing on the statements of operations. The sales commissions expense decreased by $1.4 million, $2.8 million and $9.7 million for the fiscal years ended January 31, 2016, 2017 and 2018, respectively. Total assets on the balance sheets as of January 31, 2017 and 2018 increased by $5.6 million and $15.3 million , respectively.

Recent accounting pronouncements not yet adopted

In March 2018, the FASB issued ASU 2018-04, Investments-Debt Securities (Topic 320) and Regulated Operations (Topic 980) . Amendments to SEC paragraph Pursuant to SEC Staff Accounting Bulletin No. 177 and SEC Release No 33-9273, the amendment of ASU 2018-04 adds, amends and supersedes variance paragraphs that contain SEC guidance in ASC 320, Investments-Debt Securities and ASC 980, Regulated Operations. The Company does not anticipate the adoption of ASU 2018-04 will have a material impact on its consolidated financial statements.

In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting , which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The guidance is effective prospectively for interim and annual periods beginning after December 15, 2017 and early adoption is permitted. The Company will adopt this guidance upon its effective date. The Company does not expect the adoption of this guidance to have any material impact on the Company’s financial position, results of operations, or cash flows.

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies the measurement of goodwill impairment. Under this new guidance, an impairment charge, if triggered, is calculated as the difference between a reporting unit’s carrying value and fair value, but it is limited to the carrying value of goodwill. The guidance is effective prospectively for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019 and early adoption is permitted. The Company will early adopt this guidance during the fiscal year ending January 31, 2019, applying the new guidance when it evaluates goodwill for impairment on September 1, 2018.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash . This guidance is intended to clarify how entities present restricted cash in the statement of cash flows. The guidance requires entities to show the changes in the total of cash and cash equivalents and restricted cash in the statement of cash flows. When cash and cash equivalents and restricted cash are presented in more than one line item on the balance sheet, the new guidance requires a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheet. The reconciliation can be presented either on the face of the statement of cash flows or in the notes to the consolidated financial statements. ASU 2016-18 is effective for fiscal years beginning after December 15, 2018, but early adoption is permitted. The Company will adopt this ASU beginning with the interim periods in the fiscal year ending January 31, 2019. The Company’s balance sheets as of January 31, 2017 and 2018 included restricted cash in the amount of $1.9 million an d $2.9 million , respectively.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments , which aims to reduce the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 will require adoption on a retrospective basis unless it is impracticable to apply, in which case the Company would be required to apply the amendments prospectively as of the earliest date practicable. ASU 2016-15 is effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019.

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Notes to Consolidated Financial Statements

Early adoption is permitted. The Company is currently evaluating the impacts that adoption of this ASU will have on its consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016‑09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, (“ASU 2016‑09”) , which simplifies the accounting and reporting of share-based payment transactions, including adjustments to how excess tax benefits and payments for tax withholdings should be classified and provides the election to eliminate the estimate for forfeitures. For t he Company , this standard is effective for annual reporting periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. The Company is currently evaluating the impacts that adoption of this ASU will have on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases: Topic (842) and has modified the standard thereafter. This standard requires the recognition of a right-of-use asset and lease liability on the balance sheet for all leases. This standard also requires more detailed disclosures to enable users of financial statements to understand the amount, timing, and uncertainty of cash flows arising from leases. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018 and should be applied through a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, and early adoption is permitted. The Company expects to adopt this guidance on February 1, 2019. The Company anticipates this standard will have a material impact on the Company’s financial position, primarily due to the office space operating leases, as the Company will be required to recognize lease assets and lease liabilities on the balance sheet. The Company continues to assess the potential impacts of this standard, including the impact the adoption of this guidance will have on its results of operations or cash flows, if any.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments — Overall (825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016‑01”) . The main objective of this guidance is to enhance the reporting model for financial instruments and providing users of financial statements with more decision-useful information. ASU 2016-01 requires equity investments to be measured at fair value, simplifies the impairment assessment of equity investment without readily determinable fair value, eliminates the requirements to disclose the fair value of financial instruments measured at amortized cost, and requires public business entities to use the exit price notion when measuring the fair value of financial instruments. The update, as amended, is effective for fiscal years beginning after December 15, 2017. The Company is evaluating the impacts, if any, that this guidance will have on its consolidated financial statements.

3. Revenue from Contracts with Customers

During the years ended January 31, 2016, 2017, and 2018, the Company recognized $11.5 million, $19.2 million and $32.0 million of subscription revenue, respectively and $0.1 million, $0.3 million and $0.6 million of professional services revenue, respectively, which were included in the deferred revenue balance as of January 31, 2015, 2016, and 2017, respectively.

As of January 31, 2018, the Company’s total deferred revenue balance was $57.3 million, of which $55.8 million represented deferred balances for subscription services revenue and $1.5 million represented deferred balances for professional services revenue. A total of $57.1 million of total deferred revenue is expected to be recognized as revenue over the next 12 months.

4. Deferred Commissions

Deferred commissions were $5.6 million and $15.3 million as of January 31, 2017 and 2018, respectively.

Amortization expense for the deferred commissions was $1.0 million , $2.1 million , and $5.0 million for the years ended January 31, 2016, 2017 and 2018, respectively. Amortization expense for the deferred commissions is recorded in sales and marketing on the Company’s statements of operations.

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Notes to Consolidated Financial Statements

5. Net Loss Per Share and Unaudited Pro Forma Net Loss Per Share

The following table presents the calculations for basic and diluted net loss per share (in thousands, except for the per share data):



	Year Ended January 31,
	2016			2017			2018

Numerator:
Net loss attributable to common shareholders	$	(14,349	)	$	(15,184	)	$	(53,664	)
Denominator:
Weighted-average common stock shares outstanding	13,877			15,241			18,273
Net loss per share, basic and diluted	$	(1.03	)	$	(1.00	)	$	(2.94	)

The following outstanding shares of common stock equivalents (in thousands) as of the periods presented were excluded from the computation of diluted net loss per share attributable to common shareholders for the periods presented because the impact of including them would have been anti-dilutive:



	As of January 31,
	2016	2017	2018

Convertible preferred shares (as converted)	62,145	62,145	68,480
Convertible preferred stock warrant	137	137	137
Options to purchase common stock	11,610	13,052	13,355
Total potentially dilutive shares	73,892	75,334	81,972

Unaudited pro forma net loss per share

The Company has provided pro forma basic and diluted net loss per share to give effect to the anticipated conversion of the convertible preferred stock as though the conversion had occurred as of the beginning of the first period presented or the original date of issuance, if later. The following table presents the calculations for unaudited pro forma basic and diluted net loss per share (in thousands, except for the per share data):

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Notes to Consolidated Financial Statements



	Year Ended January 31,
	2018
	(unaudited)
Numerator:
Net loss attributable to common shareholders	$	(53,664	)
Remeasurement of convertible preferred stock warrant liability	795
Pro forma net loss attributable to common shareholders	$	(52,869	)

Denominator:
Weighted-average common stock shares outstanding	18,273
Pro forma adjustment to reflect assumed conversion of convertible preferred stock upon completion of the Company’s anticipated initial public offering	66,595
Pro forma weighted-average common stock shares outstanding	84,868

Pro forma net loss per share, basic and diluted	$	(0.62	)

The following outstanding shares of common stock equivalents (in thousands) as of the periods presented were excluded from the computation of diluted unaudited pro forma net loss per share attributable to common shareholders for the periods presented because the impact of including them would have been antidilutive:



	As of January 31,
	2018
	(unaudited)
Common stock warrant	137
Options to purchase common shares	13,355
Total potentially dilutive shares	13,492

6. Investments

As of January 31, 2018, the Company did not hold any available-for-sale investments. The amortized costs, unrealized gains and losses, and estimated fair values of the Company’s investments as of January 31, 2017 were as follows (in thousands):



	As of January 31, 2017
	Amortized Cost		Unrealized Gain		Unrealized Loss			Estimated Fair Value
Asset-backed securities	$	903	$	—	$	(1	)	$	902
Commercial paper	1,799		—		—			1,799
Corporate debt securities	7,446		3		(1		)	7,448
Total available-for-sale investments	$	10,148	$	3	$	(2	)	$	10,149

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Notes to Consolidated Financial Statements

The following tables present the contractual maturities of the Company’s short-term investments (in thousands) as of January 31, 2017:



	As of January 31, 2017
	Amortized Cost		Estimated Fair Value
Due within one year	$	10,148	$	10,149
Due between one to five years	—		—
	$	10,148	$	10,149

As of January 31, 2017, the Company did not consider any of the unrealized losses on its investments to be other-than-temporarily impaired based on its evaluation of available evidence. None of the investments held as of January 31, 2017 were in a continuous unrealized loss position for over 12 months. Realized gains and losses on sales of available-for-sale securities were immaterial for the period presented.

7. Fair Value Measurements

Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The lowest level of significant input determines the placement of the fair value measurement within the following hierarchal levels:


•	Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.


•	Level 2: Observable inputs, other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.


•	Level 3: Unobservable inputs that are supported by little or no market activity.

The following table presents information about the Company’s financial assets and liabilities that are measured at fair value and indicates the fair value hierarchy of the valuation inputs used (in thousands):



	Fair Value Measurement January 31, 2017
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	18,947	$	—	$	—	$	18,947
Investments:
Asset-backed securities	—		902		—		902
Commercial paper	—		1,799		—		1,799
Corporate debt securities	—		7,448		—		7,448
Total investments:	—		10,149		—		10,149
Total cash equivalents and investments	$	18,947	$	10,149	$	—	$	29,096
Liabilities:
Convertible preferred stock warrant liability	$	—	$	—	$	477	$	477

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Notes to Consolidated Financial Statements



	Fair Value Measurement January 31, 2018
	Level 1		Level 2		Level 3		Total

Assets:
Cash equivalents:
Money market funds	$	55,702	$	—	$	—	$	55,702

Liabilities:
Convertible preferred stock warrant liability	$	—	$	—	$	1,272	$	1,272

The carrying amounts of certain financial instruments, including cash held in banks, accounts receivable, and accounts payable, approximate fair value due to their short-term maturities and are excluded from the fair value table above.

Level 3 instruments consist solely of the Company’s Series C convertible preferred stock warrant (see Note 11) . The Series C convertible preferred stock warrant liability was estimated using assumptions related to the remaining contractual term of the warrant, the risk-free interest rate, the volatility of comparable public companies over the remaining term, and the fair value of underlying shares. The significant unobservable inputs used in the fair value measurement of the Series C convertible preferred stock warrant liability are the fair value of the underlying stock at the valuation date and the estimated term of the warrant. Generally, increases in the fair value of the underlying stock and estimated term would result in a directionally similar impact to the fair value measurement, as recognized in other income, net in the statements of operations.

The change in the fair value of the convertible preferred stock warrant liability measured at fair value using significant unobservable inputs was as follows (in thousands):



Balance as of January 31, 2016	$	283
Increase in fair value of convertible preferred stock warrant	194
Balance as of January 31, 2017	477
Increase in fair value of convertible preferred stock warrant	795
Balance as of January 31, 2018	$	1,272

8. Property and Equipment, Net

As of the dates specified below, property and equipment (in thousands) consisted of the following:



	January 31,
	2017			2018

Computer equipment	$	7,903		$	12,539
Computer software, purchased and developed	95			3,415
Furniture and fixtures	1,793			3,797
Leasehold improvements	666			2,659
Total property and equipment	10,457			22,410
Less: accumulated depreciation	(1,645		)	(5,173		)
Total property and equipment, net	$	8,812		$	17,237

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Notes to Consolidated Financial Statements

Depreciation expense was $0.6 million, $1.0 million, and $4.0 million for the years ended January 31, 2016, 2017, and 2018, respectively.

Property and equipment include s $6.0 million and $9.2 million of capital leases at January 31, 2017 and 2018, respectively. Accumulated depreciation related to these leased assets was $0.2 million and $2.4 million at January 31, 2017 and 2018, respectively. Depreciation expense on capital leases, which is included in total depreciation expense described immediately above, was $0, $0.2 million and $2.2 million for the years ended January 31, 2016, 2017, and 2018, respectively. These leased assets are included in the computer equipment category in the table above

9. Goodwill and Net Intangible Assets

On December 28, 2017, Smartsheet Inc. purchased 100% of the issued and outstanding capital stock of Converse.AI, Inc. (“Converse.AI”) for a total purchase price of $1.6 million. As a result of this acquisition, the Company recorded goodwill of $0.4 million, identifiable intangible assets of $1.4 million, and other net liabilities of $0.2 million, inclusive of deferred tax liabilities recorded in purchase accounting of $0.3 million. The goodwill recognized in connection with the acquisition is primarily attributable to anticipated automation within the Company’s platform, and is not expected to be deductible for tax purposes. The intangible assets are finite-lived and include Converse.AI’s software technology and customer relationships. These assets will be amortized on a straight-line basis over their estimated useful lives which were determined to be three years. Converse.AI has been included in the Company’s consolidated results of operations since the acquisition date. Converse.AI’s results were immaterial to the Company’s consolidated results for the year ended January 31, 2018.

The following table presents changes in the carrying amount of goodwill (in thousands) during the year ended January 31, 2018:



Goodwill balance as of January 31, 2017	$	—
Addition - acquisition of Converse.AI	445
Goodwill balance as of January 31, 2018	$	445

The following table presents the components of net intangible assets (in thousands) as of January 31, 2017 and 2018:



	January 31,
	2017			2018

Acquired software technology	$	—		$	1,366
Acquired customer relationships	—			70
Patents	45			170
Domain name	13			13
Total intangible assets	58			1,619
Less: accumulated amortization	(15		)	(72		)
Total intangible assets, net	$	43		$	1,547

Amortization expense was $4 thousand, $11 thousand, and $57 thousand for the years ended January 31, 2016, 2017, and 2018, respectively.

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Notes to Consolidated Financial Statements

10. Convertible Preferred Stock

As of January 31, 2017, the Company had the following convertible preferred stock:



Series	Shares Authorized	Shares Issued and Outstanding	Aggregate Liquidation Preference (in thousands)		Carrying Value (in thousands)		Liquidation Preference Prices per Share		Conversion Price per Share		Annual Dividend per Share (if declared)		Liquidation Participation Cap per Share
A	6,075,000	6,075,000	$	486	$	480	$	0.08	$	0.08	$	0.0064	$	0.16
A-1	500,000	500,000	80		80		0.16		0.16		0.0128		0.32
A-2	2,750,000	2,750,000	550		550		0.20		0.195434		0.016		0.40
A-3	2,000,000	2,000,000	500		500		0.25		0.23685		0.02		0.50
A-4	9,859,270	9,859,270	2,751		2,751		0.279		0.260872		0.0224		0.558
Total Series A	21,184,270	21,184,270	$	4,367	$	4,361

B	7,208,430	7,208,430	1,250		1,218		0.173408		0.173408		0.0138		0.346816

C	5,284,990	5,147,720	$	1,500	$	1,476	0.29139		0.29139		0.0234		0.58278
C-1	1,531,580	1,531,580	1,000		977		0.65292		0.65292		0.0522		1.30584
Total Series C	6,816,570	6,679,300	$	2,500	$	2,453

D	14,780,400	14,780,400	$	17,500	$	17,342	1.184		1.184		0.0948		N/A

E	11,432,303	11,432,303	$	35,000	$	34,886	3.0615		3.0615		0.2449		N/A
Total all series	61,421,973	61,284,703	$	60,617	$	60,260

On May 19, 2017, the Company issued 6,274,460 shares of Series F convertible preferred stock. The Company issued an additional 60,214 shares of Series F convertible preferred stock on November 1, 2017. Details for this issuance as well as for total convertible preferred stock outstanding as of January 31, 2018 inclusive of the table above are shown in the table below.



Series	Shares Authorized	Shares Issued and Outstanding	Aggregate Liquidation Preference (in thousands)		Carrying Value (in thousands)		Liquidation Preference Prices per Share		Conversion Prices per Share		Annual Dividends per Share (if declared)		Liquidation Participation Cap per Share
F	6,334,674	6,334,674	$	52,600	$	52,427	$	8.3035	$	8.3035	$	0.66428	N/A
Total all series	67,756,647	67,619,377	$	113,217	$	112,687

Dividends and losses

The holders of convertible preferred stock are entitled to receive annual non-cumulative dividends payable quarterly when, as, and if declared by the board of directors in the amounts shown in the table above. The holders of Series F, Series E, and Series D convertible preferred stock are entitled to the payment of dividends prior to all other series of convertible preferred stock. Following such full payment, seniority with respect to the payment of dividends shall be in the following order from most senior to least senior: (1) Series C and Series C-1, (2) Series B, and (3) Series A convertible preferred stock, with each senior class of preferred stock required to be paid in full prior to any dividends being paid to any junior series of preferred stock. After payment of all dividends to the convertible preferred stock, any remaining dividends shall be distributed among the holders of convertible preferred stock and common stock pro rata based on the number of shares of common stock then held by each holder. If dividends are paid on the Company’s common stock, convertible preferred shareholders are entitled to participate as if they were holders of common stock, at a proportionate amount determined on an if-converted basis. Through the years ended January 31, 2017 and 2018, no dividends have been declared or paid by the Company.

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Notes to Consolidated Financial Statements

Holders of convertible preferred stock do not have a contractual obligation to share in the losses of the Company.

Conversion

Each share of convertible preferred stock is, at any time and at the option of the holder, convertible for no fee into one share of common stock, subject to adjustment as described in the Company’s articles of incorporation. The conversion ratios for Series A-2, A-3, and A-4 convertible preferred stock have been adjusted for anti-dilution, such that each share is convertible into 1.02336 , 1.05552 , and 1.06949 shares, respectively, of common stock. Conversion is automatic upon (1) the closing of an initial public offering with an aggregate offering price to the public of greater than $50 million of the common stock, in which the public offering price per share is no less than $4.00 for Series F convertible preferred stock and no less than $3.00 for all other series of convertible preferred stock, or (2) with the approval of the holders of a majority of the outstanding shares of convertible preferred stock together with a majority of Series B, Series D, Series E, and Series F convertible preferred stock.

Liquidation preferences

In the event of any liquidation, dissolution, or winding-up of the Company, the holders of shares of Series D, Series E, and Series F convertible preferred stock shall be entitled to receive, prior and in preference to any distribution of proceeds to the holders of (1) Series A, Series A-1, Series A-2, Series A-3, Series A-4 (collectively, “Class A Preferred”); (2) Series B; (3) Series C and Series C-1 (collectively, “Class C Preferred”) convertible preferred stock; and (4) common stock, an amount per share equal to the applicable original issuance price for such series of convertible preferred stock, plus declared but unpaid dividends on such share. If upon the occurrence of such event, the proceeds distributed among the holders of the Series D, Series E, and Series F convertible preferred stock are insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the proceeds shall be distributed ratably among the holders of Series D, Series E, and Series F convertible preferred stock in proportion to the full preferential amount that each such holder is otherwise entitled to receive.

Upon the completion of the distribution to the holders of Series D, Series E, and Series F convertible preferred stock, the holders of Class C Preferred convertible preferred stock shall be entitled to receive, prior and in preference to any distribution of the proceeds to the holders of Class A Preferred, Series B convertible preferred stock, and common stock, an amount per share equal to the applicable original issuance price for such series of convertible preferred stock, plus declared but unpaid dividends on such share. If, upon the occurrence of such event, the proceeds distributed among the holders of Class C Preferred convertible preferred stock are insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the proceeds shall be distributed ratably among the holders of shares of Class C Preferred convertible preferred stock in proportion to the full preferential amount that each such holder is otherwise entitled to receive.

Upon the completion of the distribution to the holders of Class C Preferred convertible preferred stock shares, the holders of shares of Series B convertible preferred stock shall be entitled to receive, prior and in preference to any distribution of the proceeds to the holders of Class A Preferred convertible preferred stock and common stock, an amount per share equal to the applicable original issuance price for such series of convertible preferred stock, plus declared but unpaid dividends on such share. If, upon the occurrence of such event, the proceeds distributed among the holders of shares of Class B convertible preferred stock are insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the proceeds shall be distributed ratably among the holders of shares of Series B convertible preferred stock in proportion to the full preferential amount that each such holder is otherwise entitled to receive.

Upon the completion of the distribution to the holders of Series B convertible preferred stock shares, the holders of shares of Class A Preferred convertible preferred stock shall be entitled to receive, prior and in preference to any distribution of the proceeds to the holders of common stock, an amount per share equal to the applicable original issuance price for such series of convertible preferred stock, plus declared but unpaid dividends on such share. If, upon the occurrence of such event, the proceeds distributed among the holders of shares of Class A Preferred convertible preferred stock are insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the proceeds shall be distributed ratably among the holders of shares of Class A Preferred convertible preferred stock in proportion to the full preferential amount that each such holder is otherwise entitled to receive.

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Notes to Consolidated Financial Statements

Thereafter, the remaining proceeds, if any, shall be distributed to the holders of shares of Class A Preferred, Series B, and Class C Preferred convertible preferred stock, and common stock pro rata based on the number of shares of common stock held by each, on an as-converted basis (as if such conversion happened immediately prior to such liquidation event, but following the payments described above); provided, however, that if the aggregate amount per share that the holders of Class A Preferred, Series B and Class C Preferred convertible preferred stock shall not exceed the greater of (1) the liquidation participation cap per share as set forth in the table above (including the applicable liquidation preference amount), and (2) the amount such holder would have received if all shares of convertible preferred stock had been converted into common stock immediately prior to such liquidation event. Any remaining assets shall be distributed pro rata among the holders of common stock of the Company.

Redemption

The convertible preferred stock is not redeemable at any future certain date.

Voting rights

Holders of convertible preferred stock are entitled to the number of votes equal to the number of shares of common stock into which their stock could be converted and have voting rights equal to holders of common stock.

11. Convertible Preferred Stock Warrant

In 2011, the Company issued a warrant to purchase 137,270 shares of Series C convertible preferred stock in c onnection with a loan and security agreement with Silicon Valley Bank . The warrant h as a 10-year term and an exercise price of $0.29139 p er share. The fair value was determined using the Black-Scholes model.

The fair value at January 31, 2017 and 2018 was $0.5 million and $1.3 million , respectively. This warrant is subject to remeasurement at each reporting period. The warrant expires on November 16, 2021.

12. Share-based Compensation

The Company has issued incentive and non-qualifying stock options to employees and non-employees under the 2005 Stock Option/Restricted Stock Plan, or the 2005 Plan, and the 2015 Equity Incentive Plan, or the 2015 Plan. During the year ended January 31, 2018, the Company also issued restricted stock units (“RSUs”) to employees pursuant to the 2015 Plan.

As of January 31, 2016, 2017 , and 2018, an aggregate of 1,237,655 , 2,280,609 , and 296,178 , respectively, shares of common stock were available for issuance under the 2015 Plan. Stock options are granted with exercise prices at the fair value of the underlying common stock on the grant date, and in general vest based on continuous employment over four years, and expire 10 years from the date of grant. RSUs are measured based on the grant date fair value of the awards, and in general vest based on continuous employment over four years and expire 10 years from the date of grant.

A summary of the option activity during the years ended January 31, 2017 and 2018 follows:

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Notes to Consolidated Financial Statements



	Options Outstanding		Weighted-Average Exercise Price		Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in thousands)
Outstanding at January 31, 2017	13,052,182		$	1.46	7.27	$	29,681
Granted	4,724,155		4.97
Exercised and awarded	(4,001,846	)	0.66
Forfeited or canceled	(419,052	)	2.46
Outstanding at January 31, 2018	13,355,439		2.91		7.90	88,468
Exercisable at January 31, 2018	5,549,241		1.43		6.40	44,957
Vested and expected to vest at January 31, 2018	10,870,217		3.14		8.35	69,505

The weighted-average grant date fair value per share of stock options granted during the years ended January 31, 2016, 2017, and 2018 was $0.54, $1.28, and $2.36, respectively.

The intrinsic value of options exercised was $3.2 million, $3.1 million, and $17.8 million during the years ended January 31, 2016, 2017, and 2018 , respectively.

A summary of the RSU activity during the year ended January 31, 2018 follows:



	Number of Shares Underlying Outstanding RSUs	Weighted-Average Grant-Date Fair Value per RSU
Outstanding at January 31, 2017	—
Granted	130,000	$	9.45
Vested	—
Forfeited or canceled	—
Outstanding at January 31, 2018	130,000	9.45

An RSU award entitles the holder to receive shares of the Company’s common stock as the award vests, which is based on continued service. Non-vested RSUs do not have nonforfeitable rights to dividends or dividend equivalents.

The weighted-average grant date fair value of RSUs granted during the year ended January 31, 2018 was $9.45.

The fair value of stock options granted was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:



	Year Ended January 31,
	2016		2017		2018

Risk-free interest rate	1.5%-1.9%		1.4%-2.3%		1.8%-2.6%
Expected volatility	54.0	%	49.0	%	41.7%-46.0%
Expected term (in years)	6.25		6.25		6.25
Expected dividend yield	—	%	—	%	—	%

The risk-free interest rate used in the Black-Scholes option pricing model is based on the U.S. Treasury yield that corresponds with the expected term at the time of grant. The expected term of an option is determined using the simplified method, which is calculated as the average of the contractual life and the vesting period. As the

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Notes to Consolidated Financial Statements

Company’s common stock are not publicly traded, the expected volatility is estimated using the average historical volatility of a set of comparable publicly traded companies. The Company does not currently issue dividends and does not expect to for the foreseeable future. Given the absence of an active market for the Company’s common stock, the board of directors was required to estimate the fair value of the Company’s common stock at the time of each option grant based on several factors, including consideration of input from management and contemporaneous third-party valuations. These valuations include consideration of enterprise value and assessment of other common stock and convertible preferred stock transactions occurring during the period.

Share-based compensation expense was recorded in the following cost and expense categories in the Company’s statements of operations (in thousands):



	Year Ended January 31,
	2016		2017		2018

Cost of subscription revenue	$	23	$	35	$	96
Cost of professional services revenue	4		26		67
Research and development	235		452		6,029
Sales and marketing	1,348		428		1,707
General and administrative	69		193		10,565
Total share-based compensation	$	1,679	$	1,134	$	18,464

In the year ended January 31, 2018, subsequent to the sale of the Company’s Series F convertible preferred stock, the Company facilitated a tender offer (the “2017 Tender Offer”) in which certain of the Company’s current and former employees and directors sold shares of common and convertible preferred stock to other existing shareholders. The sale of shares by the employees, directors, and other shareholders was facilitated by the Company. A total of 6,477,843 shares of common and convertible preferred stock were tendered for a total purchase price of $55.0 million.

The premium over the fair value of the shares of common and convertible preferred stock that was paid by existing investors to current employees and directors, totaling $15.5 million, was recorded as share-based compensation expense. The excess over the fair value of the sale price of the share of common and convertible preferred stock sold by non-employees, totaling $4.6 million, was recorded as a deemed dividend within additional paid-in capital.

Share-based compensation expense related to the 2017 Tender Offer, which is included in the table above, is as follows (in thousands):



	Year Ended January 31,
	2018

Cost of subscription revenue	$	53
Cost of professional services revenue	9
Research and development	5,124
Sales and marketing	583
General and administrative	9,701
Total share-based compensation expense	$	15,470

As of January 31, 2017 and 2018, there was a total of $4.6 million and $12.1 million , respectively, of unrecognized share-based compensation expense, which is expected to be recognized over a weighted-average p eriod of 3.3 years and 3.2 years , respectively.

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Notes to Consolidated Financial Statements

13. Income Taxes

The Company is liable for income taxes in the United States and the United Kingdom.

U.S. and international components of loss before provision for income taxes are as follows (in thousands):



	Year Ended January 31,
	2016			2017			2018
United States	$	(14,349	)	$	(15,184	)	$	(49,303	)
Foreign	—			—			(110		)
Loss before income taxes	$	(14,349	)	$	(15,184	)	$	(49,413	)

The expense (benefit) for income taxes consists of (in thousands):



	Year Ended January 31,
	2016		2017		2018
Current:
Federal	$	—	$	—	$	—
State	—		—		40
Foreign	—		—		—
	$	—	$	—	$	40
Deferred and other:
Federal	$	—	$	—	$	(302	)
State	—		—		(45		)
Foreign	—		—		—
	$	—	$	—	$	(347	)

Total tax expense (benefit)	$	—	$	—	$	(307	)

Income tax benefit for the year ended January 31, 2018 was recognized primarily due to intangible assets acquired in the stock acquisition of Converse.AI during the year. The Company recognized a deferred tax liability related to the acquired intangibles in purchase accounting with an offset to goodwill. The acquired deferred tax liability is considered a potential source of taxable income for the realization of the benefit of the Company’s existing deferred tax assets. As a result, the subsequent reduction in the valuation allowance was recognized in income tax expense.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation (the “Tax Cuts and Jobs Act”), which reduced the U.S. corporate income tax rate from 34% to 21%. The reduction in the corporate tax rate will reduce the Company’s effective tax rate in future periods. Since the Company has a January 31 fiscal year end, the U.S. entity had a blended tax rate of 32.9% for the January 31, 2018 fiscal year and 21% thereafter. As a result of the legislation, the Company also remeasured its January 31, 2018 U.S. deferred tax assets and liabilities. The result of the remeasurement was an $11.1 million reduction to the Company’s U.S. federal net deferred tax assets. A corresponding change was recorded to the valuation allowance.

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Notes to Consolidated Financial Statements

The reconciliation of federal statutory income tax to the Company’s provision for income taxes is as follows (in thousands):



	Year Ended January 31,
	2016			2017			2018
Expected provision at statutory federal rate	$	(4,879	)	$	(5,163	)	$	(16,267	)
Tax credits	(954		)	(896		)	(1,327		)
Change in valuation allowance	5,594			5,694			1,528
Share-based compensation	166			273			4,430
Impact of tax reform	—			—			11,125
Other	73			92			204
Total provision (benefit) for income taxes	$	—		$	—		$	(307	)

U.S. federal tax net operating loss carryforwards are approximately $27.3 million and $43.3 million at January 31, 2017 and 2018 , respectively, which will expire on various dates, starting in 2025.

As of January 31, 2018, the Company’s tax credit carryforwards for income tax purposes were approximately $3.9 million , net of uncertain tax positions related to research and development credits of $0.7 million. If not used, a portion of the tax credit carryforwards will begin to expire in 2031.

Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

The tax effects of temporary differences and related deferred tax assets and liabilities as of January 31, 2017 and 2018 are as follows (in thousands):



	As of January 31,
	2017			2018
Deferred tax assets:
Net operating loss carryforwards	$	9,288		$	9,994
Deferred revenue	11,122			13,848
Tax credits (research and development)	2,197			3,873
Other	345			864
Total deferred tax assets	22,952			28,579
Valuation allowance	(20,931		)	(24,406		)
Total deferred tax assets, net	2,021			4,173
Deferred tax liabilities
Capitalized commissions	(1,896		)	(3,697		)
Fixed assets	(125		)	(149		)
Intangibles	—			(327		)
Other	—			—
Total deferred tax liabilities	(2,021		)	(4,173		)
Net deferred tax assets (liabilities)	$	—		$	—

Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended January 31, 2018. Such

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Notes to Consolidated Financial Statements

objective evidence limits the ability to consider other subjective evidence, such as the Company’s projections for future growth. On the basis of this evaluation, t he Company has established a full valuation allowance equal to the net deferred tax asset balance due to the uncertainty of future realization of the net deferred tax assets.

Changes in the valuation allowance account consisted of the following (in thousands):



	Year Ended January 31,
	2016		2017		2018
Balance, beginning of the year	$	9,643	$	15,237	$	20,931
Additions:
Charged to costs and expenses ⁽¹⁾	5,594		5,694		3,899
Foreign allowance charged to other accounts ⁽²⁾	—		—		246
Reductions:
Federal allowance charged to costs and expenses ⁽³⁾	—		—		(347		)
Federal allowance charged to other accounts ⁽⁴⁾	—		—		(323		)
Balance as of end of year	$	15,237	$	20,931	$	24,406


(1)	Valuation allowance to costs and expense relates to current year activity, which is primarily offset by the reduction in the tax rate used to compute the valuation allowance as a result of the Tax Cuts and Jobs Act.


(2)	Foreign valuation allowance recorded in purchase accounting to goodwill.


(3)	Related to the deferred tax liability established in purchase accounting for acquired intangibles related to Converse.AI. The acquired deferred tax liability is considered a potential source of taxable income for the realization of the benefit of the Smartsheet’s existing DTAs. As a result, the subsequent reduction in the valuation allowance was recognized in income tax expense.


(4)	Reduction of valuation allowance charged to unrecognized tax benefit as a result of tax positions taken in prior periods.

The calculation of the Company’s tax obligations involves dealing with uncertainties in the application of complex tax laws and regulations. ASC 740, Income Taxes , provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. The Company has assessed its income tax positions and recorded tax benefits for all years subject to examination, based upon its evaluation of the facts, circumstances, and information available at each period end. For those tax positions where the Company has determined there is a greater than 50% likelihood that a tax benefit will be sustained, the Company has recorded the largest amount of tax benefit that may potentially be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is determined there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit has been recognized.

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits:



	Year Ended January 31,
	2016		2017		2018
Balance, beginning of the year	$	—	$	—	$	—
Gross amounts of increases and decreases in unrecognized tax benefits as a result of tax positions taken during the current period	—		—		360
Gross amounts of increases in unrecognized tax benefits as a result of tax positions taken in prior periods	—		—		323
Balance as of end of year	$	—	$	—	$	683

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SMARTSHEET INC.

Notes to Consolidated Financial Statements

Although the Company believes that it has adequately reserved for its uncertain tax positions, it can provide no assurance that the final tax outcome of these matters will not be materially different. The Company makes adjustments to its reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made. In the U.S., the Company’s tax years from 2005 to present remain effectively open to examination by the Internal Revenue Service, as well as various state and foreign jurisdictions.

As a result of certain realization requirements of ASC 718, the table of deferred tax assets and liabilities does not include certain deferred tax assets as of January 31, 2017 and 2018 that arose directly from (or the use of which was postponed by) tax deductions related to equity compensation that are greater than the compensation recognized for financial reporting. Equity will be increased by $1.7 million if and when such deferred tax assets are ultimately realized.

14. Commitments and Contingencies

Leases

The Company has operating lease agreements for office space in Bellevue, Washington and Boston, Massachusetts. The Bellevue lease agreements have various expiration dates through October 2026, and the Boston lease agreements end in March 2025. Rent expense and related operating expenses for leased areas for the years ended January 31, 2016, 2017, and 2018 were $1.9 million, $2.5 million, and $5.0 million, respectively.

During the year ended January 31, 2017, the Company entered into a capital lease agreement for datacenter equipment. The total amount of the lease, including taxes, is $6.0 million. The effective interest rate on the lease is 5.30% and it will be paid back over 42 months.

During the year ended January 31, 2018, the Company entered into two additional capital lease agreements for datacenter equipment, which totaled $3.1 million, including taxes. The effective interest rates on the leases range from 5.00% to 5.08%, and each will be paid back over 36 months.

As of January 31, 2018, future minimum annual lease payments (in thousands) related to the lease agreements mentioned above were as follows:



	Operating Leases		Capital Leases			Total
2019	$	6,155	$	3,469		$	9,624
2020	9,023		3,119			12,142
2021	9,277		829			10,106
2022	9,513		—			9,513
2023	9,757		—			9,757
Thereafter	21,821		—			21,821
Total minimum lease payments	$	65,546	$	7,417		$	72,963
Less: amount representing maintenance and support costs			$	(229	)
Net minimum lease payments			7,188
Less: amount representing interest			(394		)
Present value of minimum lease payments			$	6,794

As of January 31, 2017, there are two irrevocable letters of credit, totaling $1.6 million, related to rights to future expansion of the Company’s Bellevue and Boston leases, and $0.3 million related to security deposits for the Company’s leases. The amounts will decrease to $0 over the lease periods.

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Table of Contents

SMARTSHEET INC.

Notes to Consolidated Financial Statements

As of January 31, 2018, there are three irrevocable letters of credit, totaling $2.4 million, related to rights to future expansion of the Company’s Bellevue and Boston leases, and $0.5 million related to security deposits for the Company’s leases. The amounts will decrease to $0 over the lease periods.

Legal matters

From time to time in the normal course of business, the Company may be subject to various legal matters such as threatened or pending claims or proceedings. There were no material such matters as of and for the years ended January 31, 2016, 2017, or 2018.

15. 401(k) and Pension Plans

In March 2008, the Company initiated a 401(k) plan for the benefit of its employees. No employer contributions were made to the 401(k) plan by the Company during the fiscal years ended January 31, 2016, 2017, or 2018.

In January 2018, the Company began contributing to a pension plan for the benefit of its employees based in the United Kingdom. Contributions to the plan by the Company were insignificant during the year ended January 31, 2018.

16. Related-Party Transactions

Certain members of the board of directors serve as directors of, or are executive officers of, and in some cases are investors in, companies that are customers or vendors of the Company. Certain of the Company’s executive officers also serve as directors of, or serve in an advisory capacity to, companies that are customers or vendors of the Company. Related-party transactions were not material as of and for the years ended January 31, 2016, 2017, and 2018.

17. Geographic Information

Revenue by location is determined by the location of the Company’s customer. The following table sets forth revenue (in thousands) by geographic area:



	Year Ended January 31,
	2016		2017		2018

United States	$	27,025	$	47,110	$	81,480
EMEA	6,883		9,874		14,654
Asia Pacific	3,819		5,940		9,181
Americas other than the United States	3,024		4,040		5,938
Total	$	40,751	$	66,964	$	111,253

No individual country other than the United States contributed more than 10% of total revenue during any of the periods presented.

Property and equipment by geographic location is based on the location of the legal entity that owns the asset. As of January 31, 2018, there was no significant property and equipment owned by the Company outside of the United States.

18. Subsequent Events

The Company has evaluated subsequent events through March 26, 2018, which is the date on which the consolidated financial statements were issued.

On March 5, 2018, the Company’s Board of Directors authorized an additional 5,300,000 shares to be issued pursuant to the Company’s 2015 Equity Incentive Plan.

F-32

Table of Contents

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. Other Expenses of Issuance and Distribution.

The following table sets forth the costs and expenses to be paid by the Registrant, other than the estimated underwriting discounts and commissions, in connection with the sale of the shares of Class A common stock being registered hereby. All amounts are estimates except for the Securities and Exchange Commission, or SEC, registration fee, the Financial Industry Regulatory Authority, or FINRA, filing fee, and the New York Stock Exchange listing fee.



SEC registration fee	$	12,450
FINRA filing fee		15,500
New York Stock Exchange listing fee		*
Printing and engraving expenses		*
Legal fees and expenses		*
Accounting fees and expenses		*
Road show expenses		*
Transfer agent and registrar fees and expenses		*
Miscellaneous fees and expenses		*
Total	$	*

* To be provided by amendment.

ITEM 14. Indemnification of Directors and Officers.

The Registrant’s amended and restated articles of incorporation that will become effective immediately prior to the completion of this offering contains a provision eliminating the personal liability of its directors for monetary damages to the fullest extent permitted by Washington law. Under Washington law, this provision eliminates the liability of a director for breach of fiduciary duty, but does not eliminate the personal liability of any director for (1) acts or omissions that involve intentional misconduct or a knowing violation of law, (2) conduct violating Section 23B.08.310 of the WBCA, or (3) any transaction from which the director personally received a benefit in money, property, or services to which the director is not legally entitled.

Section 23B.08.510 of the WBCA authorizes Washington corporations to indemnify their officers and directors under certain circumstances against expenses and liabilities incurred in legal proceedings involving them as a result of their service as an officer or director. Section 23B.08.560 of the WBCA authorizes a corporation by provision in its articles of incorporation to agree to indemnify a director or officer and obligate itself to advance or reimburse expenses without regard to the provisions of Sections 23B.08.510 through .550; provided, however, that no such indemnity shall be made for or on account of any (1) acts or omissions of a director or officer that involve intentional misconduct or a knowing violation of law, (2) conduct in violation of Section 23B.08.310 of the WBCA (relating to unlawful distributions), or (3) any transaction from which a director or officer personally received a benefit in money, property, or services to which such director or officer is not legally entitled. The Registrant’s amended and restated articles of incorporation that will become effective immediately prior to the completion of this offering require indemnification of the Registrant’s officers and directors and advancement of expenses to the fullest extent not prohibited by applicable law.

In connection with this offering, the Registrant intend to enter into amended and restated indemnification agreements with each of its current directors and executive officers to provide these directors and executive officers additional contractual assurances regarding the scope of the indemnification set forth in the Registrant’s amended and restated articles of incorporation and amended and restated bylaws and to provide additional procedural protections. At present, there is no pending litigation or proceeding involving a director, executive officer, or

II- 1

Table of Contents

employee of the Registrant regarding which indemnification is sought. Reference is also made to the underwriting agreement to be filed as Exhibit 1.1 to this Registration Statement, which provides for the indemnification of executive officers, directors, and controlling persons of the Registrant against certain liabilities. The indemnification provisions in the Registrant’s amended and restated articles of incorporation and amended and restated bylaws and the indemnification agreements entered into or to be entered into between the Registrant and each of its directors and executive officers may be sufficiently broad to permit indemnification of the Registrant’s directors and executive officers for liabilities arising under the Securities Act.

The Registrant has directors’ and officers’ liability insurance for its directors and officers.

Certain of the Registrant’s directors are also indemnified by their employers with regard to their service on the Registrant’s board of directors.

Reference is made to the following documents filed as exhibits to this Registration Statement regarding relevant indemnification provisions described above and elsewhere herein:



Exhibit Document	Number
Form of Underwriting Agreement	1.1
Form of Amended and Restated Articles of Incorporation of the Registrant, to be effective immediately prior to the completion of this offering.	3.2
Form of Amended and Restated Bylaws of the Registrant, to be effective immediately prior to completion of this offering.	3.4
Amended and Restated Investors’ Rights Agreement by and among the Registrant and certain security holders of the Registrant dated May 19, 2017, as amended by the First Amendment to Amended and Restated Investors’ Rights Agreement October 26, 2017	4.2
Form of Indemnification Agreement	10.1

ITEM 15. Recent Sales of Unregistered Securities.

From March 20, 2015 through March 20, 2018, the Registrant has issued the following securities:


1.	Options to employees, directors, consultants, and other service providers to purchase an aggregate of 13,368,325 shares of Class B common stock under its 2 005 Stock Option/Restricted Stock Plan and 2015 Equity Incentive Plan, with per share exercise prices ranging from $0.712 to $9.53.


2.	A stock award for 500,000 shares of Class B common stock to a director of the Registrant, with a purchase price of $0.042 per share.


3.	7,906,636 shares of Class B common stock to its employees, directors, consultants, and other service providers upon exercise of options granted under its 2 005 Stock Option/Restricted Stock Plan and 2015 Equity Incentive Plan, with purchase prices ranging from $0.038 to $3.73 per share, for an aggregate purchase price of $4,244,224.65.


4.	On December 27, 2017, in connection with an acquisition, the Registrant granted 130,000 RSUs to certain service providers to be settled in shares of Class B common stock under its 2015 Equity Incentive Plan.

Between May and November 2017, the Registrant issued and sold to 42 accredited investors an aggregate of 6,334,674 shares of Series F convertible preferred stock, at a purchase price of $8.3035 per share, for an aggregate purchase price of $52,599,965.56. Upon the completion of this offering, these shares of Series F convertible preferred stock will convert into 6,334,674 shares of Class B common stock.

Unless otherwise stated, the sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act (or Regulation D or Regulation S promulgated thereunder), or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under

II- 2

Table of Contents

Rule 701. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions.

ITEM 16. Exhibits and Financial Statement Schedules.

(a) Exhibits.



Exhibit Number		Exhibit Title
1.1*		Form of Underwriting Agreement.
3.1*		Amended and Restated Articles of Incorporation to be effective prior to the effective date of this registration statement.
3.2*		Form of Amended and Restated Articles of Incorporation to be effective immediately prior to the completion of this offering.
3.3		Bylaws, as currently in effect.
3.4*		Form of Amended and Restated Bylaws to be effective immediately prior to the completion of this offering.
4.1*		Form of Class A common stock certificate.
4.2		Amended and Restated Investors’ Rights Agreement by and among the Registrant and certain security holders of the Registrant dated May 19, 2017, as amended by the First Amendment to Amended and Restated Investors’ Rights Agreement dated on October 26, 2017.
4.3		Warrant to Purchase Stock issued to Silicon Valley Bank, dated November 16, 2011.
5.1*		Opinion of Fenwick & West LLP.
10.1*		Form of Indemnification Agreement.
10.2		2005 Stock Option/Restricted Stock Plan, and forms of award agreements thereunder.
10.3		2015 Equity Incentive Plan, and forms of award agreements thereunder.
10.4*		2018 Equity Incentive Plan, and forms of award agreements thereunder.
10.5*		2018 Employee Stock Purchase Plan, and form of offering document thereunder.
10.6		Offer Letter by and between the Registrant and Mark P. Mader, dated January 11, 2006.
10.7		Offer Letter by and between the Registrant and Jennifer E. Ceran, dated July 25, 2016.
10.8		Offer Letter by and between the Registrant and Michael Arntz, dated September 5, 2016.
10.9		Offer Letter by and between the Registrant and Andrew Lientz, dated October 30, 2015.
10.10		Offer Letter by and between the Registrant and Gene M. Farrell, dated May 1, 2017.
10.11		Offer Letter by and between the Registrant and Kara Hamilton, dated August 9, 2012.
10.12		Offer Letter by and between the Registrant and Paul Porrini, dated February 19, 2018.
10.13		Form of Change in Control Severance Agreement.
10.14		Bank of America Building Office Lease by and between Registrant and Bellevue Place Office, LLC dated October 27, 2014, as amended.
21.1		List of Subsidiaries.
23.1*		Consent of Fenwick & West LLP (included in Exhibit 5.1).
23.2		Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
24.1		Power of Attorney (included on page II-5).


*	To be filed by amendment.

II- 3

Table of Contents

(b) Financial Statement Schedule.

All financial statement schedules are omitted because they are not applicable or the information is included in the Registrant’s consolidated financial statements or related notes.

ITEM 17. Undertakings.

The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933 the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933 each post‑effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II- 4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on March 26, 2018.



SMARTSHEET INC.

By:		/s/ Mark P. Mader
		Mark P. Mader President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mark P. Mader and Jennifer E. Ceran, and each of them, as his or her true and lawful attorneys-in-fact, proxies and agents, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, proxies and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or her might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, proxies and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:



Signature	Title	Date
/s/ Mark P. Mader	President, Chief Executive Officer and Director (Principal Executive Officer)	March 26, 2018
Mark P. Mader		March 26, 2018
/s/ Jennifer E. Ceran	Chief Financial Officer (Principal Financial and Accounting Officer)	March 26, 2018
Jennifer E. Ceran		March 26, 2018
/s/ Geoffrey T. Barker	Chair of the Board of Directors	March 26, 2018
Geoffrey T. Barker	Chair of the Board of Directors	March 26, 2018
/s/ Brent Frei	Director	March 26, 2018
Brent Frei	Director	March 26, 2018
/s/ Elena Gomez	Director	March 26, 2018
Elena Gomez	Director	March 26, 2018
/s/ Ryan Hinkle	Director	March 26, 2018
Ryan Hinkle	Director	March 26, 2018
/s/ Matthew McIlwain	Director	March 26, 2018
Matthew McIlwain	Director	March 26, 2018
/s/ James N. White	Director	March 26, 2018
James N. White	Director	March 26, 2018
/s/ Magdalena Yesil	Director	March 26, 2018
Magdalena Yesil	Director	March 26, 2018

II- 5

Exhibit 3.3

BYLAWS

SMARTSHEET INC.
(f/k/a Navigo Technologies, Inc. and Smartsheet.com, Inc.)

Originally adopted on: June 6, 2005
Amendments are listed on page i

AMENDMENTS



Section	Effect of Amendment	Date of Amendment
	Name changed from Navigo Technologies, Inc. to Smartsheet.com, Inc.	February 24, 2006

	Name changed from Smartsheet.com, Inc. to Smartsheet Inc.	February 1, 2017



	- i -

TABLE OF CONTENTS



			Page
SECTION 1.	DEFINITIONS		1
SECTION 2.	SHAREHOLDERS		1
2.1	Annual Meeting		1
2.2	Special Meetings		2
2.3	Meetings by Communications Equipment		2
2.4	Date, Time and Place of Meeting		2
2.5	Notice of Meeting		2
	2.5.1	Number of Days' Notice	2
	2.5.2	Adjourned Meeting	3
	2.5.3	Notice of Special Meeting Called by Shareholders	3
	2.5.4	Type of Notice	3
	2.5.5	Effectiveness of Notice	4
2.6	Waiver of Notice		4
	2.6.1	By Delivery of a Record	4
	2.6.2	Waiver by Attendance	5
	2.6.3	Waiver of Objection	5
2.7	Fixing of Record Date for Determining Shareholders Entitled to Notice of or to Vote at a Meeting or to Receive Payment of a Dividend		5
2.8	Voting Record		5
2.9	Quorum		5
2.10	Manner of Acting		6
	2.10.1	Matters Other Than the Election of Directors	6
	2.10.2	Election of Directors	6
2.11	Proxies		6
	2.11.1	Written Authorization	6
	2.11.2	Recorded Telephone Call, Voice Mail or Other Electronic Transmission	6
	2.11.3	Effectiveness of Appointment of Proxy	7
	2.11.4	Revocability of Proxy	7
	2.11.5	Death or Incapacity of Shareholder Appointing a Proxy	7
	2.11.6	Acceptance of Proxy’s Vote or Action	7
	2.11.7	Meaning of Sign or Signature	8
2.12	Voting of Shares		8
2.13	Voting for Directors		8
2.14	Action by Shareholders Without a Meeting		8
SECTION 3.	BOARD OF DIRECTORS		9
3.1	General Powers		9
3.2	Number and Tenure		9
3.3	Regular Meetings		9



	- ii -

TABLE OF CONTENTS

(continued)



			Page
3.4	Special Meetings		9
3.5	Meetings by Communications Equipment		9
3.6	Notice of Special Meetings		10
	3.6.1	Number of Days’ Notice	10
	3.6.2	Type of Notice	10
	3.6.3	Effectiveness of Written Notice	11
	3.6.4	Effectiveness of Oral Notice	11
3.7	Waiver of Notice		11
	3.7.1	In Writing	11
	3.7.2	By Attendance	12
3.8	Quorum		12
3.9	Manner of Acting		12
3.10	Presumption of Assent		12
3.11	Action by Board or Committees Without a Meeting		13
3.12	Resignation		13
3.13	Removal		13
3.14	Vacancies		13
3.15	Executive and Other Committees		13
	3.15.1	Creation of Committees	13
	3.15.2	Authority of Committees	14
	3.15.3	Minutes of Meetings	14
	3.15.4	Removal	14
3.16	Compensation of Directors and Committee Members		14
SECTION 4.	OFFICERS		15
4.1	Appointment and Term		15
4.2	Resignation		15
4.3	Removal		15
4.4	Contract Rights of Officers		15
4.5	Chairman of the Board		15
4.6	President		15
4.7	Vice President		16
4.8	Secretary		16
4.9	Treasurer		16
4.10	Salaries		16
SECTION 5.	CONTRACTS, LOANS, CHECKS AND DEPOSITS		16
5.1	Contracts		16
5.2	Loans to the Corporation		17
5.3	Checks, Drafts, Etc		17
5.4	Deposits		17



	- iii -

TABLE OF CONTENTS

(continued)



		Page
SECTION 6.	CERTIFICATES FOR SHARES AND THEIR TRANSFER	17
6.1	Issuance of Shares	17
6.2	Certificates for Shares	17
6.3	Issuance of Shares Without Certificates	17
6.4	Stock Records	18
6.5	Restriction on Transfer	18
6.6	Transfer of Shares	18
6.7	Lost or Destroyed Certificates	18
SECTION 7.	BOOKS AND RECORDS	19
SECTION 8.	ACCOUNTING YEAR	19
SECTION 9.	CORPORATE SEAL	20
SECTION 10.	INDEMNIFICATION	20
10.1	Right to Indemnification	20
10.2	Restrictions on Indemnification	20
10.3	Advancement of Expenses	21
10.4	Right of Indemnitee to Bring Suit	21
10.5	Procedures Exclusive	21
10.6	Nonexclusivity of Rights	21
10.7	Insurance, Contracts and Funding	22
10.8	Indemnification of Employees and Agents of the Corporation	22
10.9	Persons Serving Other Entities	22
SECTION 11.	AMENDMENTS	22



	- iv -

Bylaws

SMARTSHEET INC.
(f/k/a Navigo Technologies, Inc. and Smartsheet.com, Inc.)

SECTION 1. DEFINITIONS

As used in these Bylaws, the following terms shall have the following meanings:

“ Articles of Incorporation ” means the corporation’s Articles of Incorporation and all amendments as filed with the Washington Secretary of State.

“ Board ” means the Board of Directors of the corporation.

“ Electronic transmission ” means an electronic communication not directly involving the physical transfer of a record in a tangible medium that may be retained, retrieved and reviewed by the sender and the recipient and that may be directly reproduced in a tangible medium by such a sender and recipient.

“ Execute ,” “ executes ” or “ executed ” means signed with respect to a written record or electronically transmitted along with sufficient information to determine the sender’s identity with respect to an electronic transmission.

“ Record ” means information inscribed on a tangible medium or contained in an electronic transmission.

“ Tangible medium ” means a writing, copy of a writing or facsimile, or a physical reproduction, each on paper or on other tangible material.

“ Washington Business Corporation Act ” means the Washington Business Corporation Act of the state of Washington, as now or hereafter amended.

“ Writing ” or “ written ” means embodied in a tangible medium, and excludes an electronic transmission.

SECTION 2. SHAREHOLDERS


2.1	Annual Meeting

The annual meeting of the shareholders to elect Directors and transact such other business as may properly come before the meeting shall be held on such date and at such time to be determined by the Board. Shareholders may act by consent set forth in a record in accordance with Section 2.14 to elect Directors in lieu of holding a meeting.



	- 1 -


2.2	Special Meetings

The Chairman of the Board, the President or the Board may call special meetings of the shareholders for any purpose. Further, a special meeting of the shareholders shall be held if the holders of at least 10% of all the votes entitled to be cast on any issue proposed to be considered at such special meeting have delivered to the Secretary one or more demands for such meeting, describing the purpose or purposes for which it is to be held, which demands shall be set forth either (i) in an executed written record or (ii) if the corporation has designated an address, location or system to which the demands may be electronically transmitted and the demands are electronically transmitted to that designated address, location or system, in an executed electronically transmitted record. The record date for determining shareholders entitled to demand a special meeting is the date of delivery of the first shareholder demand in compliance with this Section 2.2.


2.3	Meetings by Communications Equipment

Shareholders may participate in any meeting of the shareholders by any means of communication by which all persons participating in the meeting can hear each other during the meeting. Participation by such means shall constitute presence in person at a meeting.


2.4	Date, Time and Place of Meeting

Except as otherwise provided in these Bylaws, all meetings of shareholders, including those held pursuant to demand by shareholders, shall be held on such date and at such time and place designated by or at the direction of the Board.


2.5	Notice of Meeting

Notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be provided in the form of a record by or at the direction of the Board, the Chairman of the Board, the President or the Secretary to each shareholder entitled to notice of or to vote at the meeting, as provided below.

2.5.1 Number of Days’ Notice

(a) Normal Business. Except as provided in paragraph (b) of this Section 2.5.1, notice of the meeting shall be provided not less than 10 or more than 60 days before the meeting.

(b) Amendment to Articles of Incorporation, Merger or Share Exchange, Sale of Assets or Dissolution. Notice of a meeting held for the purpose of considering an amendment to the Articles of Incorporation, a plan of merger or share exchange, the sale, lease, exchange or other disposition of all or substantially all of the corporation’s assets other than in the regular course of business or the dissolution of the corporation shall be provided not less than 20 or more than 60 days before the meeting.



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2.5.2 Adjourned Meeting

If an annual or special meeting of shareholders is adjourned to a different date, time or place, no notice of the new date, time or place is required if they are announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed, notice of the adjourned meeting must be provided to shareholders entitled to notice of or to vote as of the new record date.

2.5.3 Notice of Special Meeting Called by Shareholders

Upon request of shareholders in accordance with Section 2.2, the shareholders may request that the corporation call a special meeting of shareholders. Within 30 days of such a request, it shall be the duty of the Secretary to provide notice of a special meeting of shareholders to be held on such date and at such place and hour as the Board may fix.

2.5.4 Type of Notice

(a) Notice Provided in a Tangible Medium. Notice may be provided in a tangible medium and may be transmitted by mail, private carrier, personal delivery, telegraph, teletype, telephone or wire or wireless equipment that transmits a facsimile of the notice.

(b) Notice Provided in an Electronic Transmission. Notice may be provided in an electronic transmission and be electronically transmitted.

1. Consent to Receive Notice by Electronic Transmission. Notice to shareholders in an electronic transmission is effective only with respect to shareholders that have consented, in the form of a record, to receive electronically transmitted notices and designated in the consent the address, location or system to which these notices may be electronically transmitted. Notice provided in an electronic transmission includes material required or permitted to accompany the notice by the Washington Business Corporation Act or other applicable statute or regulation.

2. Revocation of Consent to Receive Notice by Electronic Transmission. A shareholder that has consented to receipt of electronically transmitted notices may revoke such consent by delivering a revocation to the corporation in the form of a record. The consent of a shareholder to receive notice by electronic transmission is revoked if the corporation is unable to electronically transmit two consecutive notices given by the corporation in accordance with the consent, and this inability becomes known to the Secretary of the corporation, the transfer agent or any other person responsible for giving the notice. The inadvertent failure by the corporation to treat this inability as a revocation does not invalidate any meeting or other action.

3. Posting Notice on an Electronic Network. Notice to shareholders that have consented to receipt of electronically transmitted notices may be provided by posting the notice on an electronic network and delivering to the shareholder a separate record of the posting, together with comprehensible instructions regarding how to obtain access to the posting on the electronic network.



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2.5.5 Effectiveness of Notice

(a) Notice by Mail. Notice given by mail is effective when deposited in the United States mail, first-class postage prepaid, properly addressed to the shareholder at such shareholder’s address as it appears in the corporation’s current record of shareholders.

(b) Notice by Telegraph, Teletype or Facsimile Equipment. Notice given by telegraph, teletype or facsimile equipment that transmits a facsimile of the notice is effective when dispatched to the shareholder’s address, telephone number or other number appearing on the records of the corporation.

(c) Notice by Air Courier. Notice given by air courier is effective when dispatched, if prepaid and properly addressed to the shareholder at such shareholder’s address as it appears in the corporation’s current record of shareholders.

(d) Notice by Ground Courier or Other Personal Delivery. Notice given by ground courier or other personal delivery is effective when received by a shareholder.

(e) Notice by Electronic Transmission. Notice provided in an electronic transmission, if in comprehensible form, is effective when it (i) is electronically transmitted to an address, location or system designated by the recipient for that purpose or (ii) has been posted on an electronic network and a separate record of the posting has been delivered to the recipient, together with comprehensible instructions regarding how to obtain access to the posting of the electronic network.

(f) Notice by Publication. Notice given by publication is effective five days after first publication.


2.6	Waiver of Notice

2.6.1 By Delivery of a Record

Whenever any notice is required to be given to any shareholder under the provisions of these Bylaws, the Articles of Incorporation or the Washington Business Corporation Act, a waiver of notice in writing, signed by the person or persons entitled to such notice and delivered to the corporation, whether before or after the date and time of the meeting or, in the case of notice required to be given to nonconsenting or nonvoting shareholders in connection with action taken by less than unanimous consent of the shareholders, before or after the action to be taken by executed consent is effective, shall be the equivalent of the giving of such notice. The waiver must be (i) delivered by the shareholder entitled to notice to the corporation for inclusion in the minutes or filing with the corporate records and (ii) set forth either in an executed and dated written record or, if the corporation has designated an address, location or system to which the waiver may be electronically transmitted and the waiver is electronically transmitted to the designated address, location or system, in an executed and dated electronically transmitted record.



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2.6.2 Waiver by Attendance

Notice of the time, place and purpose of any meeting will be waived by any shareholder by such shareholder attending the meeting in person or by proxy, unless such shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.

2.6.3 Waiver of Objection

A shareholder waives objection to consideration of a particular matter at a meeting that is not within the purpose or purposes described in the notice of the meeting, unless the shareholder objects to considering the matter when it is presented.


2.7	Fixing of Record Date for Determining Shareholders Entitled to Notice of or to Vote at a Meeting or to Receive Payment of a Dividend

For the purpose of determining shareholders entitled to (a) notice of or to vote at any meeting of shareholders or any adjournment of such meeting, (b) demand a special meeting, or (c) receive payment of any dividend, or in order to make a determination of shareholders for any other purpose, the Board may fix a future date as the record date for any such determination. Such record date shall be not more than 70 days, and, in case of a meeting of shareholders, not less than 10 days, prior to the date on which the particular action requiring such determination is to be taken. If no record date is fixed for determining shareholders entitled to notice of or to vote at a meeting, the record date shall be the day immediately preceding the date on which notice of the meeting is first given to shareholders. Such a determination shall apply to any adjournment of the meeting unless the Board fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. If no record date is set for determining shareholders entitled to receive payment of any stock dividend or distribution (other than one involving a purchase, redemption or other acquisition of the corporation’s shares), the record date shall be the date the Board authorizes the stock dividend or distribution.


2.8	Voting Record

At least 10 days before each meeting of shareholders, an alphabetical list of the shareholders entitled to notice of such meeting shall be made, arranged by voting group and by each class or series of shares, with the address of and number of shares held by each shareholder. This record shall be kept at the principal office of the corporation or at a place identified in the meeting notice in the city where the meeting will be held for 10 days prior to such meeting, and shall be kept open through such meeting, for the inspection of any shareholder or any shareholder’s agent or attorney.


2.9	Quorum

A majority of the votes entitled to be cast on a matter by the holders of shares that, pursuant to the Articles of Incorporation or the Washington Business Corporation Act, are entitled to vote and be counted collectively upon such matter, represented in person or by proxy,



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shall constitute a quorum of such shares at a meeting of shareholders. If less than a majority of such votes are represented at a meeting, a majority of the votes so represented may adjourn the meeting from time to time. Any business may be transacted at a reconvened meeting that might have been transacted at the meeting as originally called, provided a quorum is present or represented at such meeting. Once a share is represented for any purpose at a meeting other than solely to object to holding the meeting or transacting business, it is deemed present for quorum purposes for the remainder of the meeting and any adjournment (unless a new record date is or must be set for the adjourned meeting) notwithstanding the withdrawal of enough shareholders to leave less than a quorum.


2.10	Manner of Acting

2.10.1 Matters Other Than the Election of Directors

If a quorum is present, action on a matter other than the election of Directors shall be approved if the votes cast in favor of the action by the shares entitled to vote and be counted collectively upon such matter exceed the votes cast against such action by the shares entitled to vote and be counted collectively thereon, unless the Articles of Incorporation or the Washington Business Corporation Act requires a greater number of affirmative votes.

2.10.2 Election of Directors

Directors shall be elected in the manner set forth in Section 2.13.


2.11	Proxies

A shareholder or the shareholder’s agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by an executed writing.

2.11.1 Written Authorization

Execution of a writing authorizing another person or persons to act for the shareholder as proxy may be accomplished by the shareholder or the shareholder’s authorized officer, director, employee or agent signing the writing or causing his or her signature to be affixed to the writing by any reasonable means, including, but not limited to, by facsimile signature.

2.11.2 Recorded Telephone Call, Voice Mail or Other Electronic Transmission

Authorizing another person or persons to act for the shareholder as proxy may be accomplished by transmitting or authorizing the transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive the transmission, provided that the transmission must either set forth or be submitted with information, including any security or validation controls used, from which it can reasonably be determined that the transmission was authorized by the shareholder. If it is determined that the transmission is valid, the inspectors of election or, if there are no inspectors, any officer or agent of the corporation making that determination on behalf of the corporation shall specify the



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information upon which they relied. The corporation shall require the holders of proxies received by transmission to provide to the corporation copies of the transmission and the corporation shall retain copies of the transmission for a reasonable period of time after the election, provided that they are retained for at least 60 days.

2.11.3 Effectiveness of Appointment of Proxy

An appointment of a proxy is effective when a signed appointment form or telegram, cablegram, recorded telephone call, voicemail or other transmission of the appointment is received by the inspectors of election or the officer or agent of the corporation authorized to tabulate votes. An appointment is valid for 11 months unless a longer period is expressly provided in the appointment. A proxy with respect to a specified meeting shall entitle its holder to vote at any reconvened meeting following adjournment of such meeting, but shall not be valid after the final adjournment.

2.11.4 Revocability of Proxy

An appointment of a proxy is revocable by the shareholder unless the appointment indicates that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of a pledgee, a person who purchased or agreed to purchase the shares, a creditor of the corporation who extended it credit under terms requiring the appointment, an employee of the corporation whose employment contract requires the appointment or a party to a voting agreement created under Section 23B.07.310 of the Washington Business Corporation Act. An appointment made irrevocable is revoked when the interest with which it is coupled is extinguished. A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when the transferee acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.

2.11.5 Death or Incapacity of Shareholder Appointing a Proxy

The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy’s authority, unless notice of the death or incapacity is received by the officer or agent of the corporation authorized to tabulate votes before the proxy exercises the proxy’s authority under the appointment.

2.11.6 Acceptance of Proxy’s Vote or Action

Subject to Section 23B.07.240 of the Washington Business Corporation Act and to any express limitation on the proxy’s authority stated in the appointment form or recorded telephone call, voice mail or other electronic transmission, the corporation is entitled to accept the proxy’s vote or other action as that of the shareholder making the appointment.



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2.11.7 Meaning of Sign or Signature

For the purposes of this Section 2.11, “ sign ” or “ signature ” includes any manual, facsimile, conformed or electronic signature.


2.12	Voting of Shares

Except as provided in the Articles of Incorporation or in Section 2.13, each outstanding share entitled to vote with respect to a matter submitted to a meeting of shareholders shall be entitled to one vote upon such matter.


2.13	Voting for Directors

Each shareholder entitled to vote at an election of Directors may vote, in person or by proxy, the number of shares owned by such shareholder for as many persons as there are Directors to be elected and for whose election such shareholder has a right to vote or, if cumulative voting is not denied in the Articles of Incorporation, each shareholder may cumulate such shareholder’s votes by distributing among one or more candidates as many votes as are equal to the number of such Directors multiplied by the number of such shareholder’s shares. Unless otherwise provided in the Articles of Incorporation, the candidates elected shall be those receiving the largest number of votes cast, up to the number of Directors to be elected. Directors may be elected by consent in lieu of an annual or special meeting in accordance with Section 2.14.


2.14	Action by Shareholders Without a Meeting

Any action required or permitted to be taken at a meeting of shareholders may be taken without a meeting or a vote if either: (a) the action is taken by written consent of all shareholders entitled to vote on the action or (b) so long as the corporation is not a public company, the action is taken by written consent of shareholders holding of record, or otherwise entitled to vote, in the aggregate not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on the action were present and voted.

If not otherwise fixed by the Board, the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder consent is signed. A shareholder may withdraw a consent only by delivering a notice of withdrawal in the form of a record to the corporation prior to the time that consents sufficient to authorize taking the action have been delivered to the corporation. Every written consent shall bear the date of signature of each shareholder who signs the consent. A written consent is not effective to take the action referred to in the consent unless, within 60 days of the earliest dated consent delivered to the corporation, written consents signed by a sufficient number of shareholders to take action are delivered to the corporation. Unless the consent specifies a later effective date, actions taken by written consent of the shareholders are effective when (a) consents sufficient to authorize taking the action are in possession of the corporation and (b) the period of advance notice, if any, required by the Articles of Incorporation to be given to any nonconsenting or nonvoting shareholders has been



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satisfied. Any such consent shall be inserted in the minute book as if it were the minutes of a meeting of the shareholders.

SECTION 3. BOARD OF DIRECTORS


3.1	General Powers

All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board, except as may be otherwise provided in these Bylaws, the Articles of Incorporation or the Washington Business Corporation Act.


3.2	Number and Tenure

The Board shall be composed of not less than one or more than eight Directors, the specific number to be set by resolution of the Board. The number of Directors may be changed from time to time by amending these Bylaws, but no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. Unless a Director dies, resigns or is removed, his or her term of office shall expire at the next annual meeting of shareholders; provided, however, that a Director shall continue to serve until his or her successor is elected or until there is a decrease in the authorized number of Directors. Directors need not be shareholders of the corporation or residents of the state of Washington and need not meet any other qualifications.


3.3	Regular Meetings

By resolution, the Board, or any committee designated by the Board, may specify the time and place for holding regular meetings without notice other than such resolution.


3.4	Special Meetings

Special meetings of the Board or any committee designated by the Board may be called by or at the request of the Chairman of the Board, the President, the Secretary or, in the case of special Board meetings, any Director and, in the case of any special meeting of any committee designated by the Board, by its Chairman. The person or persons authorized to call special meetings may fix any place for holding any special Board or committee meeting called by them.


3.5	Meetings by Communications Equipment

Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by, or conduct the meeting through the use of, any means of communication by which all Directors participating in the meeting can hear each other during the meeting. Participation by such means shall constitute presence in person at a meeting.



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3.6	Notice of Special Meetings

Notice of a special Board or committee meeting stating the place, day and hour of the meeting shall be provided to each Director in the form of a record or orally, as provided below. Neither the business to be transacted at nor the purpose of any special meeting need be specified in the notice of such meeting.

3.6.1 Number of Days’ Notice

Notice of the meeting shall be given at least 24 hours before the meeting.

3.6.2 Type of Notice

(a) Oral Notice. Oral notice may be communicated in person, by telephone, wire or wireless equipment that does not transmit a facsimile of the notice, or by any electronic means that does not create a record.

(b) Notice Provided in a Tangible Medium. Notice may be provided in a tangible medium and may be transmitted by mail, private carrier, personal delivery, telegraph, teletype, telephone or wire or wireless equipment that transmits a facsimile of the notice.

(c) Notice Provided in an Electronic Transmission. Notice may be provided in an electronic transmission and be electronically transmitted.

1. Consent to Receive Notice by Electronic Transmission. Notice to Directors in an electronic transmission is effective only with respect to Directors who have consented to receive electronically transmitted notices and designated in the consent the address, location or system to which these notices may be electronically transmitted. Notice provided in an electronic transmission includes material required or permitted to accompany the notice by the Washington Business Corporation Act or other applicable statute or regulation.

2. Revocation of Consent to Receive Notice by Electronic Transmission. A Director who has consented to receipt of electronically transmitted notices may revoke such consent by delivering a revocation to the corporation. The consent of a Director to receive notice by electronic transmission is revoked if the corporation is unable to electronically transmit two consecutive notices given by the corporation in accordance with the consent, and this inability becomes known to the Secretary of the corporation, or any other person responsible for giving the notice. The inadvertent failure by the corporation to treat this inability as a revocation does not invalidate any meeting or other action.

3. Posting Notice on an Electronic Network. Notice to Directors who have consented to receipt of electronically transmitted notices may be provided by posting the notice on an electronic network and delivering to the Director a separate record of the posting, together with comprehensible instructions regarding how to obtain access to the posting on the electronic network.



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3.6.3 Effectiveness of Written Notice

(a) Notice by Mail. Notice given by mail is effective upon its deposit in the United States mail, as evidenced by the postmark, if mailed with first-class postage prepaid and correctly addressed to the Director at his or her address shown on the records of the corporation.

(b) Notice by Registered or Certified Mail. Notice is effective on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

(c) Notice by Telegraph, Teletype or Facsimile Equipment. Notice sent to the Director’s address, telephone number or other number appearing on the records of the corporation is effective when dispatched by telegraph, teletype or wire or wireless equipment that transmits a facsimile of the notice.

(d) Notice by Private Carrier. Notice given by private carrier is effective when received by the Director.

(e) Personal Notice. Notice given by personal delivery is effective when received by the Director.

(f) Notice of Electronic Transmission. Notice provided by electronic transmission, if in comprehensible form, is effective when it (i) is electronically transmitted to an address, location or system designated by the recipient for that purpose or (ii) has been posted on an electronic network and a separate record of the posting has been delivered to the recipient, together with comprehensible instructions regarding how to obtain access to the posting on the electronic network.

3.6.4 Effectiveness of Oral Notice

(a) Notice in Person or by Telephone. Oral notice is effective when received by the Director.

(b) Notice by Wire or Wireless Equipment. Notice given by wire or wireless equipment that does not transmit a facsimile of the notice or by any electronic means that does not create a record is effective when communicated to the Director.


3.7	Waiver of Notice

3.7.1 In Writing

A Director may waive any notice required to be given to any Director under the provisions of these Bylaws, the Articles of Incorporation or the Washington Business Corporation Act before or after the date and time stated in the notice, and such waiver shall be equivalent to the giving of such notice. The waiver must be delivered by the Director entitled to the notice to the corporation for inclusion in the minutes or filing with the corporate records. Such waiver shall be set forth either in an executed written record or, if the corporation has



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designated an address, location or system to which the waiver may be electronically transmitted and the waiver has been electronically transmitted to the designated address, location or system, in an executed electronically transmitted record. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board or any committee designated by the Board need be specified in the waiver of notice of such meeting.

3.7.2 By Attendance

A Director’s attendance at or participation in a Board or committee meeting shall constitute a waiver of notice of such meeting, unless the Director at the beginning of the meeting, or promptly upon his or her arrival, objects to holding the meeting or transacting business at such meeting and does not thereafter vote for or assent to action taken at the meeting.


3.8	Quorum

A majority of the number of Directors fixed by or in the manner provided in these Bylaws shall constitute a quorum for the transaction of business at any Board meeting but, if less than a majority are present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. A majority of the number of Directors composing any committee of the Board, as established and fixed by resolution of the Board, shall constitute a quorum for the transaction of business at any meeting of such committee but, if less than a majority are present at a meeting, a majority of such Directors present may adjourn the committee meeting from time to time without further notice.


3.9	Manner of Acting

If a quorum is present when the vote is taken, the act of the majority of the Directors present at a Board or committee meeting shall be the act of the Board or such committee, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation or the Washington Business Corporation Act.


3.10	Presumption of Assent

A Director of the corporation who is present at a Board or committee meeting at which any action is taken shall be deemed to have assented to the action taken unless (a) the Director objects at the beginning of the meeting, or promptly upon the Director’s arrival, to holding the meeting or transacting any business at such meeting, (b) the Director’s dissent or abstention from the action taken is entered in the minutes of the meeting, or (c) the Director delivers written notice of the Director’s dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation within a reasonable time after adjournment of the meeting. The right of dissent or abstention is not available to a Director who votes in favor of the action taken.



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3.11	Action by Board or Committees Without a Meeting

Any action that could be taken at a meeting of the Board or of any committee created by the Board may be taken without a meeting if one or more consents setting forth the action so taken are executed by all of the Directors or by all of the members of such committee either before or after the action is taken and delivered to the corporation, each of which shall be set forth in an executed written record or, if the corporation has designated an address, location or system to which the consent may be electronically transmitted and the consent is electronically transmitted to the designated address, location or system, in an executed electronically transmitted record. Action taken by consent of Directors without a meeting is effective when the last Director executes the consent, unless the consent specifies a later effective date. Any such consent shall be inserted in the minute book as if it were the minutes of a Board or a committee meeting.


3.12	Resignation

Any Director may resign from the Board or any committee of the Board at any time by delivering written notice to the Chairman of the Board, the President, the Secretary or the Board. Any such resignation is effective upon delivery of the notice, unless the notice of resignation specifies a later effective date and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.


3.13	Removal

At a meeting of shareholders called expressly for that purpose, one or more members of the Board, including the entire Board, may be removed with or without cause (unless the Articles of Incorporation permit removal for cause only) by the holders of the shares entitled to elect the Director or Directors whose removal is sought if the number of votes cast to remove the Director exceeds the number of votes cast not to remove the Director.


3.14	Vacancies

Unless the Articles of Incorporation provide otherwise, any vacancy occurring on the Board may be filled by the shareholders, the Board or, if the Directors in office constitute fewer than a quorum, by the affirmative vote of a majority of the remaining Directors. Any vacant office to be held by a Director elected by the holders of one or more classes or series of shares entitled to vote and be counted collectively thereon shall be filled only by the vote of the holders of such class or series of shares. A Director elected to fill a vacancy shall serve only until the next election of Directors by the shareholders.


3.15	Executive and Other Committees

3.15.1 Creation of Committees

The Board, by resolution adopted by the greater of a majority of the Directors then in office and the number of Directors required to take action in accordance with these Bylaws, may



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create standing or temporary committees, including an Executive Committee, and appoint members from its own number and invest such committees with such powers as it may see fit, subject to such conditions as may be prescribed by the Board, the Articles of Incorporation, these Bylaws and applicable law. Unless otherwise permitted by the Washington Business Corporation Act, each committee must have two or more members, who shall serve at the pleasure of the Board.

3.15.2 Authority of Committees

Each committee shall have and may exercise all of the authority of the Board to the extent provided in the resolution of the Board creating the committee and any subsequent resolutions adopted in like manner, except that no such committee shall have the authority to: (a) authorize or approve a distribution except according to a general formula or method prescribed by the Board, (b) approve or propose to shareholders actions or proposals required by the Washington Business Corporation Act to be approved by shareholders, (c) fill vacancies on the Board or any committee of the Board, (d) amend the Articles of Incorporation pursuant to Section 23B.10.020 of the Washington Business Corporation Act, (e) adopt, amend or repeal Bylaws, (f) approve a plan of merger not requiring shareholder approval, or (g) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares, except that the Board may authorize a committee or a senior executive officer of the corporation to do so within limits specifically prescribed by the Board.

3.15.3 Minutes of Meetings

All committees shall keep regular minutes of their meetings and shall cause them to be recorded in books kept for that purpose.

3.15.4 Removal

The Board may remove any member of any committee elected or appointed by it but only by the affirmative vote of the greater of a majority of the Directors then in office and the number of Directors required to take action in accordance with these Bylaws.


3.16	Compensation of Directors and Committee Members

By Board resolution, Directors and committee members may be paid their expenses, if any, of attending each Board or committee meeting, a fixed sum for attending each Board or committee meeting, or a stated salary as Director or a committee member, or a combination of the foregoing. No such payment shall preclude any Director or committee member from serving the corporation in any other capacity and receiving compensation therefor.



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SECTION 4. OFFICERS


4.1	Appointment and Term

The officers of the corporation shall be those officers appointed from time to time by the Board or by any other officer empowered to do so. The Board shall have sole power and authority to appoint executive officers and any other officer and to presecribe the respective terms of office, authority and duties. As used in these Bylaws, the term “ executive officer ” means the President, any Vice President in charge of a principal business unit, division or function or any other officer who performs a policy-making function. The Board may delegate to any executive officer the power to appoint any subordinate officers and to prescribe their respective terms of office, authority and duties. Any two or more offices may be held by the same person. Unless an officer dies, resigns or is removed from office, he or she shall hold office until his or her successor is appointed.


4.2	Resignation

Any officer may resign at any time by delivering written notice to the corporation. Any such resignation is effective upon delivery, unless the notice of resignation specifies a later effective date, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.


4.3	Removal

Any officer may be removed by the Board at any time, with or without cause. An officer or assistant officer, if appointed by another officer, may be removed by any officer authorized to appoint officers or assistant officers.


4.4	Contract Rights of Officers

The appointment of an officer does not itself create contract rights.


4.5	Chairman of the Board

If appointed, the Chairman of the Board shall perform such duties as shall be assigned to him or her by the Board from time to time, and shall preside over meetings of the Board and shareholders unless another officer is appointed or designated by the Board as Chairman of such meetings.


4.6	President

If appointed, the President shall be the chief executive officer of the corporation unless some other officer is so designated by the Board, shall preside over meetings of the Board and shareholders in the absence of a Chairman of the Board, and, subject to the Board’s control, shall supervise and control all of the assets, business and affairs of the corporation. In general, the President shall perform all duties incident to the office of President and such other duties as are prescribed by the Board from time to time. If no Secretary has been appointed, the President



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shall have responsibility for the preparation of minutes of meetings of the Board and shareholders and for authentication of the records of the corporation.


4.7	Vice President

In the event of the death of the President or his or her inability to act, the Vice President (or if there is more than one Vice President, the Vice President who was designated by the Board as the successor to the President, or if no Vice President is so designated, the Vice President first elected to such office) shall perform the duties of the President, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions upon the President. Vice Presidents shall perform such other duties as from time to time may be assigned to them by the President or by or at the direction of the Board.


4.8	Secretary

If appointed, the Secretary shall be responsible for preparation of minutes of the meetings of the Board and shareholders, maintenance of the corporation records and stock registers, and authentication of the corporation’s records and shall in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by or at the direction of the Board. In the absence of the Secretary, an Assistant Secretary may perform the duties of the Secretary.


4.9	Treasurer

If appointed, the Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation, receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws, and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by or at the direction of the Board. In the absence of the Treasurer, an Assistant Treasurer may perform the duties of the Treasurer.


4.10	Salaries

The salaries of the officers shall be fixed from time to time by the Board or by any person or persons to whom the Board has delegated such authority. No officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the corporation.

SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS


5.1	Contracts

The Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.



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5.2	Loans to the Corporation

No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.


5.3	Checks, Drafts, Etc.

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, or agent or agents, of the corporation and in such manner as is from time to time determined by resolution of the Board.


5.4	Deposits

All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board may select.

SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER


6.1	Issuance of Shares

No shares of the corporation shall be issued unless authorized by the Board, or by a committee designated by the Board to the extent such committee is empowered to do so.


6.2	Certificates for Shares

Certificates representing shares of the corporation shall be signed, either manually or in facsimile, by (a) any two officers designated by the Board or (b) if no specific designation is made, by the Chairman of the Board, the President or any Vice President and by the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary, and shall include on their face written notice of any restrictions that may be imposed on the transferability of such shares. All certificates shall be consecutively numbered or otherwise identified.


6.3	Issuance of Shares Without Certificates

The Board may authorize the issue of some or all of the shares of any or all of the corporation’s classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation. Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a complete record containing the information required on certificates by applicable Washington law.



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6.4	Stock Records

The stock transfer books shall be kept at the corporation’s principal office or at the office of the corporation’s transfer agent or registrar. The name and address of each person to whom certificates for shares are issued, together with the class and number of shares represented by each such certificate and the date of issue thereof, shall be entered on the stock transfer books of the corporation. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.


6.5	Restriction on Transfer

Except to the extent that the corporation has obtained an opinion of counsel acceptable to the corporation that transfer restrictions are not required under applicable securities laws, or has otherwise satisfied itself that such transfer restrictions are not required, all certificates representing shares of the corporation shall bear a legend on the face of the certificate, or on the reverse of the certificate if a reference to the legend is contained on the face, which reads substantially as follows:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS (COLLECTIVELY, THE “ ACTS ”). NO INTEREST IN SUCH SHARES MAY BE SOLD, ENCUMBERED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACTS COVERING THE TRANSACTION, (B) THIS CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THIS CORPORATION STATING THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACTS, OR (C) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACTS.”


6.6	Transfer of Shares

The transfer of shares of the corporation shall be made only on the stock transfer books of the corporation pursuant to authorization or document of transfer made by the holder of record thereof or by his or her legal representative, who shall furnish proper evidence of authority to transfer, or by his or her attorney-in-fact authorized by power of attorney duly executed and filed with the Secretary of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificates for a like number of shares shall have been surrendered and canceled.


6.7	Lost or Destroyed Certificates

In the case of a lost, destroyed or damaged certificate, a new certificate may be issued in its place upon such terms and indemnity to the corporation as the Board may prescribe.



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SECTION 7. BOOKS AND RECORDS

The corporation shall:

(a) Keep as permanent records minutes of all meetings of its shareholders and the Board, a record of all actions taken by the shareholders or the Board without a meeting, and a record of all actions taken by a committee of the Board exercising the authority of the Board on behalf of the corporation.

(b) Maintain appropriate accounting records.

(c) Maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each; provided, however, such record may be maintained by an agent of the corporation.

(d) Maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

(e) Keep a copy of the following records at its principal office:

1. the Articles of Incorporation and all amendments thereto as currently in effect;

2. these Bylaws and all amendments thereto as currently in effect;

3. the minutes of all meetings of shareholders and records of all action taken by shareholders without a meeting, for the past three years;

4. the financial statements described in Section 23B.16.200(1) of the Washington Business Corporation Act, for the past three years;

5. all communications in the form of a record to shareholders generally within the past three years;

6. a list of the names and business addresses of the current Directors and officers; and

7. the corporation’s initial report or most recent annual report delivered to the Washington Secretary of State.

SECTION 8. ACCOUNTING YEAR

The accounting year of the corporation shall be the calendar year, provided that if a different accounting year is at any time selected by the Board for purposes of federal income taxes, or any other purpose, the accounting year shall be the year so selected.



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SECTION 9. CORPORATE SEAL

The Board may provide for a corporate seal that shall consist of the name of the corporation, the state of its incorporation and the year of its incorporation.

SECTION 10. INDEMNIFICATION


10.1	Right to Indemnification

Each person who was, is or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any threatened, pending or completed action, suit, claim or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (hereafter a “ proceeding ”), by reason of the fact that he or she is or was a Director or officer of the corporation or, that being or having been such a Director or officer of the corporation, he or she is or was serving at the request of the corporation as a Director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise (hereafter an “ indemnitee ”), whether the basis of a proceeding is alleged action in an official capacity or in any other capacity while serving as such a Director, officer, partner, trustee, employee or agent shall be indemnified and held harmless by the corporation against all losses, claims, damages (compensatory, exemplary, punitive or otherwise), liabilities and expenses (including attorneys’ fees, costs, judgments, fines, ERISA excise taxes or penalties, amounts to be paid in settlement and any other expenses) actually and reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a Director or officer of the Company or a Director, officer partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Except as provided in Section 10.4 with respect to proceedings seeking to enforce rights to indemnification, the corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if a proceeding (or part thereof) was authorized or ratified by the Board. The right to indemnification conferred in this Section 10 shall be a contract right.


10.2	Restrictions on Indemnification

No indemnification shall be provided to any such indemnitee for acts or omissions of the indemnitee finally adjudged to be intentional misconduct or a knowing violation of law, for conduct of the indemnitee finally adjudged to be in violation of Section 23B.08.310 of the Washington Business Corporation Act, for any transaction with respect to which it was finally adjudged that such indemnitee personally received a benefit in money, property or services to which the indemnitee was not legally entitled or if the corporation is otherwise prohibited by applicable law from paying such indemnification. Notwithstanding the foregoing, if Section 23B.08.560 or any successor provision of the Washington Business Corporation Act is hereafter amended, the restrictions on indemnification set forth in this Section 10.2 shall be as set forth in such amended statutory provision.



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10.3	Advancement of Expenses

The right to indemnification conferred in this Section 10 shall include the right to be paid by the corporation the expenses incurred in defending any proceeding in advance of its final disposition (hereinafter an “ advancement of expenses ”). An advancement of expenses shall be made upon delivery to the corporation of an undertaking (hereinafter an “ undertaking ”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified.


10.4	Right of Indemnitee to Bring Suit

If a claim under Section 10.1 or 10.3 is not paid in full by the corporation within 60 days after a written claim has been received by the corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the indemnitee may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim. If successful in whole or in part, in any such suit or in a suit brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of litigating such suit. The indemnitee shall be presumed to be entitled to indemnification under this Section upon submission of a written claim (and, in an action brought to enforce a claim for an advancement of expenses, when the required undertaking has been tendered to the corporation) and thereafter the corporation shall have the burden of proof to overcome the presumption that the indemnitee is so entitled.


10.5	Procedures Exclusive

Pursuant to Section 23B.08.560(2) or any successor provision of the Washington Business Corporation Act, the procedures for indemnification and the advancement of expenses set forth in this Section are in lieu of the procedures required by Section 23B.08.550 or any successor provision of the Washington Business Corporation Act.


10.6	Nonexclusivity of Rights

Except as set forth in Section 10.5, the right to indemnification and the advancement of expenses conferred in this Section 10 shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation or Bylaws of the corporation, general or specific action of the Board or shareholders, contract or otherwise. Notwithstanding any amendment or repeal of this Section 10, or of any amendment or repeal of any of the procedures that may be established by the Board pursuant to this Section 10, any indemnitee shall be entitled to indemnification in accordance with the provisions of these Bylaws and such procedures with respect to any acts or omissions of such indemnitee occurring prior to such amendment or repeal.



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10.7	Insurance, Contracts and Funding

The corporation may maintain insurance, at its expense, to protect itself and any Director, officer, partner, trustee, employee or agent of the corporation or another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the corporation would have the authority or right to indemnify such person against such expense, liability or loss under the Washington Business Corporation Act or other law. The corporation may enter into contracts with any Director, officer, partner, trustee, employee or agent of the corporation in furtherance of the provisions of this Section and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Section 10.


10.8	Indemnification of Employees and Agents of the Corporation

In addition to the rights of indemnification set forth in Section 10.1, the corporation may, by action of the Board, grant rights to indemnification and advancement of expenses to employees and agents or any class or group of employees and agents of the corporation (a) with the same scope and effect as the provisions of this Section with respect to indemnification and the advancement of expenses of Directors and officers of the corporation; (b) pursuant to rights granted or provided by the Washington Business Corporation Act; or (c) as are otherwise consistent with law.


10.9	Persons Serving Other Entities

Any person who, while a Director or officer of the corporation, is or was serving (a) as a Director, officer, employee or agent of another corporation of which a majority of the shares entitled to vote in the election of its directors is held by the corporation or (b) as a partner, trustee or otherwise in an executive or management capacity in a partnership, joint venture, trust, employee benefit plan or other enterprise of which the corporation or a wholly owned subsidiary of the corporation is a general partner or has a majority ownership shall conclusively be deemed to be so serving at the request of the corporation and entitled to indemnification and the advancement of expenses under Sections 10.1 and 10.3.

SECTION 11. AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board, except that the Board may not repeal or amend any Bylaw that the shareholders have expressly provided, in amending or repealing such Bylaw, may not be amended or repealed by the Board. The shareholders may also alter, amend and repeal these Bylaws or adopt new Bylaws. All Bylaws made by the Board may be amended, repealed, altered or modified by the shareholders.



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* * * * *

These Bylaws were adopted by the Board of Directors on June 6, 2005.

/s/ John Creason

John Creason, Secretary and Treasurer



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Exhibit 4.2

EXECUTION VERSION

SMARTSHEET INC.

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

May 19, 2017

SMARTSHEET INC.

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

This Amended and Restated Investors’ Rights Agreement (this “ Agreement ”) is made as of May 19, 2017, by and among Smartsheet Inc., a Washington corporation (the “ Company ”), the investors listed on Exhibit A attached hereto (individually, an “ Investor ” and collectively, the “ Investors ”) and the holders of Common Stock of the Company listed on Exhibit A attached hereto (individually, a “ Common Holder ” and, collectively, the “ Common Holders ”)

RECITALS

A. Certain of the Investors (collectively, the “ Existing Investors ”) hold shares of the Company’s Common Stock, Series A Preferred Stock (the “ Series A Preferred Stock ”), Series A-1 Preferred Stock (the “ Series A-1 Preferred Stock ”), Series A-2 Preferred Stock (the “ Series A-2 Preferred Stock ”), Series A-3 Preferred Stock (the “ Series A-3 Preferred Stock ”), Series A-4 Preferred Stock (the “ Series A-4 Preferred Stock ”), Series B Preferred Stock (the “ Series B Preferred Stock ”), Series C Preferred Stock (the “ Series C Preferred Stock ”), Series C-1 Preferred Stock (the “ Series C-1 Preferred Stock ”), Series D Preferred Stock (the “ Series D Preferred Stock ”) and/or Series E Preferred Stock (the “ Series E Preferred Stock ”) and possess registration rights, information rights, rights of first offer, and other rights pursuant to an Amended and Restated Investors’ Rights Agreement, dated as of April 21, 2014, by and among the Company, the Existing Investors listed on Exhibit A thereof and the Common Holders listed on Exhibit A thereof (the “ Prior Agreement ”).

B. The undersigned Existing Investors are holders of at least a majority of the “Registrable Securities” of the Company (as defined in the Prior Agreement) and either the holders of at least a majority of (x) the shares of Series D Preferred Stock or (y) the shares of Series E Preferred Stock desire to amend and restate the Prior Agreement and to accept the rights created pursuant hereto in lieu of the rights granted to them under the Prior Agreement.

C. The Company and certain of the Investors have entered into a Series F Preferred Stock Purchase Agreement (the “ Purchase Agreement ”) of even date herewith pursuant to which the Company desires to sell to certain of the Investors and such Investors desire to purchase from the Company shares of the Company’s Series F Preferred Stock (the “ Series F Preferred Stock ”). The Purchase Agreement provides that, as a condition to such Investors’ purchase of Series F Preferred Stock, the Company and Existing Investors holding a sufficient number of “Registrable Securities” (as defined in the Prior Agreement) amend and restate the Prior Agreement as provided herein. The Company and the Existing Investors each desire to induce the Investors to purchase shares of Series F Preferred Stock pursuant to the Purchase Agreement by agreeing to the terms and conditions set forth herein. The closing of the transactions contemplated by the Purchase Agreement are conditioned upon the transactions in the other agreement being consummated concurrently.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the undersigned Existing Investors hereby agree that the Prior Agreement is amended, restated and superseded in its entirety by this Agreement, and the parties hereto further agree as follows:

1. Registration Rights . The Company and the Investors covenant and agree as follows:

1.1 Definitions . For purposes of this Section 1:

(a) The term “ Common Stock ” means the shares of the Company’s Common Stock.

(b) The term “ Exchange Act ” means the Securities Exchange Act of 1934, as amended (and any successor thereto) and the rules and regulations promulgated thereunder;

(c) The term “ Form S-3 ” means such form under the Securities Act (defined below) as in effect on the date hereof or any successor form under the Securities Act that permits significant incorporation by reference of the Company’s subsequent public filings under the Exchange Act;

(d) The term “ Holder ” means any person owning or having the right to acquire Registrable Securities or any assignee thereof in accordance with Section 1.12;

(e) The term “ Preferred Stock ” means, collectively, shares of the Company’s Class A Preferred Stock (as defined in the Restated Articles), Series B Preferred Stock, Class C Preferred Stock (as defined in the Restated Articles), Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock.

(f) The term “ Qualified IPO ” has the same meaning as “Qualified Public Offering,” as such term is defined in the Restated Articles;

(g) The terms “ register ,” “ registered ,” and “ registration ” refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document;

(h) The term “ Registrable Securities ” means (i) the shares of Common Stock issuable or issued upon conversion of Preferred Stock (whether currently owned or hereafter acquired), (ii) the shares of Common Stock held by the Investors (whether currently owned or hereafter acquired), (iii) the shares of Common Stock held by the Common Holders (whether currently owned or hereafter acquired); provided , however , that for the purposes of Section 1.2, 1.4 or 1.13 such Common Stock, other than such Common Stock purchased pursuant to the Tender Offer (as defined in the Purchase Agreement), shall not be deemed Registrable Securities and the Common Holders shall not be deemed Holders, and (iv) any other shares of Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares listed in (i), (ii) or (iii); provided , however , that the foregoing definition shall exclude in all cases any Registrable Securities sold by a person in a transaction in which his or her rights under this Agreement are not assigned. Notwithstanding the foregoing, Common Stock or other securities shall only be treated as Registrable Securities if and so long as (A) they have not been sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, (B) they have not been sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof so that all transfer restrictions, and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale, or (C) the Holder thereof is entitled to exercise any right provided in Section 1 in accordance with Section 1.15;

(i) The number of shares of “ Registrable Securities then outstanding ” shall be determined by the number of shares of Common Stock outstanding that are, and the number of shares of Common Stock issuable pursuant to then exercisable or convertible securities that are, Registrable Securities;

(j) “ Restated Articles ” means the Company’s Amended and Restated Articles of Incorporation, as such may be amended from time to time;

(k) The term “ SEC ” means the Securities and Exchange Commission; and

(l) The term “ Securities Act ” means the Securities Act of 1933, as amended (and any successor thereto) and the rules and regulations promulgated thereunder.

(m) The term “ Series A Director ” means the Frei Director, as defined in the Voting Agreement.

(n) The term “ Series B Director ” means the Madrona Director, as defined in the Voting Agreement.

(o) The term “ Series D Director ” means the Insight Director, as defined in the Voting Agreement.

(p) The term “ Series E Director ” means the SHV Director, as defined in the Voting Agreement.

(q) “ Voting Agreement ” means the Amended and Restated Voting Agreement between the Company and the Shareholders (as defined therein), dated as of May 19, 2017, as it may be amended from time to time.

1.2 Request for Registration .

(a) If the Company shall receive at any time after the earlier of (i) May 19, 2020 or (ii) six months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction), a written request from the Holders of at least a majority of the Registrable Securities then outstanding (the “ Initiating Holders ”) that the Company file a registration statement under the Securities Act covering the registration of securities having an anticipated aggregate offering price, net of underwriting discounts and commissions, of at least $10 million, then the Company shall, within 10 days of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to file as soon as practicable, and in any event within 90 days of the receipt of such request, a registration statement under the Securities Act covering all Registrable Securities that the Holders request to be registered within 20 business days of the mailing of such notice by the Company.

(b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any

Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided , however , that the number of shares of Registrable Securities to be included in such underwriting by Investors (or their assignees) shall not be reduced unless all other securities are first entirely excluded from the underwriting.

(c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its holders of capital stock for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than 120 days after receipt of the request of the Initiating Holders; provided , however , that the Company may not utilize this right more than once in any twelve-month period.

(d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2:

(i) After the Company has effected three (3) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective;

(ii) During the period starting with the date 60 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a registration subject to Section 1.3 unless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or

(iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4.

1.3 Company Registration . If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for holders of capital stock other than the Holders) any of its stock under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall, at such time, promptly give

each Holder written notice of such registration. Upon the written request of each Holder given within 20 business days after mailing of such notice by the Company in accordance with Section 3.4, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

1.4 Form S-3 Registration . In case the Company shall receive from any Holder or Holders of not less than 15% of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:

(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and

(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 15 business days after receipt of such written notice from the Company; provided , however , that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good-faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its holders of capital stock for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 1.4; provided , however , that the Company shall not utilize this right more than once in any 12-month period; (iv) if the Company has within the 12-month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.4; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 1.2 or 1.3, respectively. If the Holders of Registrable Securities requesting registration under this Section 1.4 intend to distribute the Registrable Securities covered by their request by means of an underwriting, the provisions of Sections 1.8 shall apply to such registration.

1.5 Obligations of the Company . Whenever required under this Section 1 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to 120 days, or until the distribution described in such registration statement is completed, if earlier; provided that such 120 day period shall

be extended for a period of time equal to the period the Holder(s) refrain from selling any securities included in such registration at the request of an underwriter of securities of the Company.

(b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for the period set forth in Section 1.5(a) above.

(c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.

(d) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided , however , that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

(e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.

(f) Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and following such notification promptly prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in light of the circumstances then existing.

(g) Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed.

(h) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.

(i) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 1, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 1, if such securities are being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form

and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters.

(j) Make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first month after the effective date of a registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.

1.6 Furnish Information . It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder’s Registrable Securities. The Company shall have no obligation with respect to any registration requested pursuant to Section 1.2 or Section 1.4 if, as a result of the application of the preceding sentence, the number of shares or the anticipated aggregate offering price of the Registrable Securities to be included in the registration does not equal or exceed the number of shares or the anticipated aggregate offering price required to originally trigger the Company’s obligation to initiate such registration as specified in subsection 1.2(a) or subsection 1.4(b)(ii), whichever is applicable.

1.7 Expenses of Registration .

(a) Demand Registration . All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.2, including (without limitation) all registration, filing, qualification, printers’ and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided , however , that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; and provided further that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.2.

(b) Company Registration . All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 for each Holder (which right may be assigned as provided in Section 1.12), including (without limitation) all registration, filing, qualification, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.

(c) Registration on Form S-3 . All expenses other than underwriting discounts and commissions incurred in connection with a registration of the resale of Registrable Securities requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers’ and accounting fees, fees and disbursements of counsel for the Company and the

reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.

1.8 Underwriting Requirements . In connection with any offering pursuant to Section 1.3 or Section 1.4 involving an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by holders of capital stock to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling security holders according to the total amount of securities entitled to be included therein owned by each selling security holder or in such other proportions as shall mutually be agreed to by such selling security holders) but in no event shall (i) the amount of securities of the selling Investors (or their assignees) included in an offering pursuant to Section 1.3 be reduced below 30% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling security holders may be excluded if the underwriters make the determination described above and no other holder’s securities are included or (ii) any securities held by an Investor (or such Investor’s assignee) be excluded if any securities held by any selling shareholder other than the Investors (or their assignees) are included. For purposes of the preceding parenthetical concerning apportionment, for any selling security holder which is a holder of Registrable Securities and which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and holders of capital stock of such holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “ selling security holder ,” and any pro-rata reduction with respect to such “selling security holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling security holder,” as defined in this sentence.

1.9 Delay of Registration . No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 1.

1.10 Indemnification . In the event any Registrable Securities are included in a registration statement under this Section 1:

(a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the partners, officers, directors and stockholders of each Holder, legal counsel and accountants for each Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “ Violation ”): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto,

(ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law; and the Company will pay to each such Holder, underwriter or controlling person, as incurred, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided , however , that the indemnity agreement contained in this subsection 1.10(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable to any Holder, underwriter or controlling person for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Holder, underwriter or controlling person.

(b) To the extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this subsection 1.10(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided , however , that the indemnity agreement contained in this subsection 1.10(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; provided further , that in no event shall any indemnity under this subsection 1.10(b) exceed the net proceeds from the offering received by such Holder.

(c) Promptly after receipt by an indemnified party under this Section 1.10 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 1.10, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided , however , that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 1.10, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 1.10.

(d) If the indemnification provided for in this Section 1.10 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations; provided , however , that in no event shall any contribution by a Holder under this Subsection 1.10(d), when combined with any amounts paid by such Holder under Subsection 1.10(b), exceed the net proceeds from the offering received by such Holder. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

(e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

(f) The obligations of the Company and Holders under this Section 1.10 shall survive the completion of any offering of Registrable Securities in a registration statement under this Section 1, and otherwise.

1.11 Reports Under the Exchange Act . With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S‑3, the Company agrees to:

(a) make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Section 13 or 15(d) of the Exchange Act;

(b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S‑3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective;

(c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and

(d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities

may be resold pursuant to Form S‑3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

1.12 Assignment of Registration Rights . The rights to cause the Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to a transferee or assignee (i) of at least 20% of the Registrable Securities originally purchased by the Holder, or all of such transferring holder’s shares, if less, (subject to adjustment for stock splits, stock dividends, reclassification or the like), (ii) that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or holder of capital stock of a Holder, (iii) that is an affiliated fund or entity of the Holder, which means with respect to a limited liability company or a limited liability partnership, a fund or entity managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company (such a fund or entity, an “ Affiliated Fund ”), (iv) who is a Holder’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (such a relation, a Holder’s “ Immediate Family Member ”, which term shall include adoptive relationships), or (v) that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family Member, provided , however , that the Company is furnished with prompt written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided further , that such assignment shall be effective only if the transferee agrees to be bound by this Agreement and immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (y) a partnership who are partners or retired partners of such partnership or (z) a limited liability company who are members or retired members of such limited liability company (including Immediate Family Members of such partners or members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

1.13 Limitations on Subsequent Registration Rights . From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or Section 1.3, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of the securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within 180 days of the effective date of any registration effected pursuant to Section 1.2.

1.14 Lock-Up Agreement .

(a) Lock-Up Period; Agreement . In connection with the initial public offering of the Company’s securities and upon request of the Company or the underwriters managing such offering of the Company’s securities, each Holder agrees not to sell, make any short sale of, loan,

grant any option for the purchase of, or otherwise dispose of any securities of the Company, however or whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company’s initial public offering; provided, however, that such period may be extended for such additional periods as may be required to facilitate the underwriters’ compliance with FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto (such additional periods not to exceed 30 days. The foregoing provisions of this Section 1.14 shall not apply to any sale of any shares pursuant to an underwriting agreement. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s initial public offering that are consistent with this Section 1.14. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Holders subject to such agreements pro rata based on the number of shares subject to such agreements.

(b) Limitations . The obligations described in Section 1.14(a) shall apply only if all officers and directors of the Company and all five percent (5%) or greater shareholders enter into similar agreements, and shall not apply to a registration relating solely to employee benefit plans, or to a registration relating solely to a transaction pursuant to Rule 145 under the Securities Act.

(c) Stop-Transfer Instructions . In order to enforce the foregoing covenants, the Company may impose stop-transfer instructions with respect to the securities of each Holder (and the securities of every other person subject to the restrictions in Section 1.14(a)).

(d) Transferees Bound . Each Holder agrees that it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions of this Section 1.14.

1.15 Termination of Registration Rights . No Holder shall be entitled to exercise any right provided for in this Section 1 after the earlier of (i) five years following the consummation of a Qualified IPO, (ii) with respect to a particular Holder, such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares during a three-month period without registration, or (iii) upon termination of this Agreement, as provided in Section 3.1.

2. Covenants of the Company .

2.1 Delivery of Financial Statements . The Company shall deliver to each Major Investor (as defined below):

(a) as soon as practicable, but in any event within 180 days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, to be prepared in accordance with generally accepted accounting principles, or GAAP, and to be audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company;

(b) as soon as practicable, but in any event within 60 days after the end of each quarter, unaudited quarterly financial statements and a comparison of such quarter’s results with the results projected by the Company’s annual budget;

(c) as soon as practicable, but in any event within 30 days after the end of each month, unaudited monthly financial statements and a comparison of such month’s results with the results projected by the Company’s annual budget; and

(d) as soon as practicable, but in any event 30 days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis and approved by the Board of Directors of the Company, and, as soon as prepared, any other budgets or revised budgets prepared by the Company.

2.2 Inspection . The Company shall permit each Major Investor, at such Major Investor’s expense, to visit and inspect the Company’s properties, to examine its books of account and records and to discuss the Company’s affairs, finances and accounts with its officers, all at such reasonable times as may be requested by the Investor; provided , however , that the Company shall not be obligated pursuant to this Section 2.2 to provide access to any information which it reasonably considers to be a trade secret or other similar highly confidential information (unless covered by a confidentiality agreement in a form reasonably acceptable to the Company).

2.3 Right of First Offer . Subject to the terms and conditions specified in this Section 2.3, the Company hereby grants to each Major Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2, a “ Major Investor ” shall mean any person who holds at least 1,000,000 shares of Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reclassification and the like). For purposes of this Section 2, Major Investor includes any general partners, managing members and affiliates of a Major Investor, including Affiliated Funds. A Major Investor who chooses to exercise the right of first offer may designate as purchasers under such right itself or its partners or affiliates, including Affiliated Funds, in such proportions as it deems appropriate.

Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock (“ Shares ”), the Company shall first make an offering of such Shares to each Major Investor in accordance with the following provisions:

(a) The Company shall deliver a notice (the “ RFO Notice ”) to the Major Investors stating (i) its bona fide intention to offer such Shares, (ii) the number of such Shares to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such Shares.

(b) Within 15 calendar days after delivery of the RFO Notice, the Major Investor may elect to purchase or obtain, at the price and on the terms specified in the RFO Notice, up to that portion of such Shares which equals the proportion that the number of shares of Common Stock then issued and held by such Major Investor (including all shares of Common Stock issuable upon conversion of all shares of Preferred Stock then held) bears to the total number of shares of Common Stock then outstanding (assuming full conversion of all shares of Preferred Stock). The Company shall promptly, in writing, inform each Major Investor that purchases all the shares available to it (each, a “ Fully‑Exercising Investor ”) of any other Major Investor’s failure to do likewise. During the 10-day period commencing after receipt of such information, each Fully‑Exercising Investor shall be entitled to obtain that portion of the Shares for which Major Investors were entitled to subscribe but which were not subscribed for by the Major Investors that is equal to the proportion that the number of shares of Common Stock issued and held by such Fully-Exercising Investor (including all shares of Common Stock issuable upon conversion of all shares of Preferred Stock then held) by such Fully-Exercising Investor bears to the total number of shares of Common Stock issued and held by all the Fully-Exercising Investors (including all shares of Common Stock issuable upon conversion of all shares of Preferred Stock then held). Such purchase shall be completed at the same closing as that of any third party purchasers or at an additional

closing thereunder; provided, that, such closing shall not occur not more than 105 days after expiration of the period provided for in this subsection 2.3(b) whether or not such closing with any third party purchasers occurs.

(c) The Company may, during the 45‑day period following the expiration of the period provided in subsection 2.3(b), offer the remaining unsubscribed portion of the Shares to any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the RFO Notice. If the Company does not enter into an agreement for the sale of the Shares within such period, or if such agreement is not consummated within 60 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Shares shall not be offered unless first reoffered to the Major Investors in accordance herewith.

(d) The right of first offer in this Section 2.3 shall not be applicable to securities excluded from the definition of “Additional Stock” pursuant to Section (B)(4)(d)(i)(B) of Article 2 of the Restated Articles. In addition to the foregoing, the right of first offer in this Section 2.3 shall not be applicable with respect to any Major Investor in any particular subsequent securities issuance, if (i) at the time of such particular subsequent securities issuance, the Major Investor is not an “accredited investor,” as that term is then defined in Rule 501(a) under the Securities Act, and (ii) such particular subsequent securities issuance is otherwise being offered only to accredited investors; provided that notwithstanding the foregoing the exclusion of any Major Investor from any particular securities issuance shall not affect the right of such Major Investor to participate in any other securities issuance.

2.4 Stock Option Vesting . Except as expressly approved by a majority of the non-employee members of the Board of Directors, options issued to employees pursuant to the Company’s stock option plan shall be granted with four-year vesting, with 25% of the options vesting on the first anniversary from the date of grant and the remainder vesting in equal monthly installments after the first anniversary until fully vested as of the fourth anniversary form the date of the grant.

2.5 Compensation and Audit Committee . The Board of Directors shall maintain an Audit Committee and Compensation Committee to be comprised of non-management directors (including the Series A Director, Series B Director, Series D Director and Series E Director). The Compensation Committee shall be responsible for reviewing and approving all option grants, as well as compensation of all officers of the Company and non-officer employees whose annual compensation exceeds, or is expected to exceed, a threshold amount determined by the Board of Directors.

2.6 Directors and Officers Insurance . Unless otherwise determined by a majority of the Board of Directors (including the Series A Director, Series B Director, Series D Director and Series E Director), the Company shall purchase and maintain a policy or policies of directors and officers liability insurance on terms and conditions reasonably acceptable to the Company and the Investors in the amount of $2,000,000.

2.7 Successor Indemnification . If the Company or any of its successors or assignees consolidates with or merges into any other corporation or entity and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board of Directors as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, its Restated Articles, or elsewhere, as the case may be.

2.8 Board Expenses . The Company shall reimburse the nonemployee directors for all reasonable out-of-pocket expenses incurred in connection with attending meetings of the Board of Directors.

2.9 Termination of Covenants .

(a) The covenants set forth in Sections 2.1 through Section 2.9 (other than Section 2.8 and 2.9 with regards to any expenses incurred prior to termination) shall terminate as to each Holder and be of no further force or effect (i) immediately prior to the consummation of a Qualified IPO or (ii) upon termination of this Agreement, as provided in Section 3.1.

(b) The covenants set forth in Sections 2.1 and 2.2 shall terminate as to each Holder and be of no further force or effect when the Company first becomes subject to the periodic reporting requirements of Section 13 or 15(d) of the Exchange Act, if this occurs earlier than the events described in subsection (a) immediately above.

3. Miscellaneous .

3.1 Termination . This Agreement shall terminate, and have no further force and effect, when the Company shall consummate a transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of the Company pursuant to the Restated Articles.

3.2 Entire Agreement . This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements relating to the subject matter hereof existing between the parties hereto are expressly canceled.

3.3 Successors and Assigns . Except as otherwise provided in this Agreement, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties (including transferees of any of the Holders). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

3.4 Amendments and Waivers . Any term of this Agreement may be amended or waived only with the written consent of (A) the Company, (B) the holders of at least a majority of the Registrable Securities then held by the Investors, and (C) any of the holders of at least a majority of (x) the shares of Series D Preferred Stock voting as a separate class or (y) the shares of Series E Preferred Stock voting as a separate class (or in each case their respective successors and assigns); provided however, that (i) if such amendment or waiver applies to Section 2.3, such amendment or waiver shall require the approval of the holders of at least a majority of the shares of Series F Preferred Stock (or their respective successors and assigns), and (ii) amending this Agreement in connection with the creation, authorization or issuance of capital stock after the date hereof (a “ Subsequent Issuance ”) in order to provide the purchasers of capital stock in such Subsequent Issuance with substantially the same rights and obligations with respect to such capital stock as those of the Investors provided hereunder shall not require the written consent contemplated by clause (C) above. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment, termination, or waiver applies to all Investors in the same fashion and does not materially adversely impact any such Investor in a manner different than the other Investors (it being agreed that a waiver of the provisions of Section 2.3 with respect to a particular transaction shall be deemed to apply to all

Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities in such transaction; provided, however, that notwithstanding any waiver of any of the provisions of Section 2.3, in the event Madrona Venture Group LLC or its affiliates (“ Madrona ”), Summit Partners or its affiliates (“ Summit ”), Insight Venture Management, LLC or its affiliates (“ Insight ”) or Sutter Hill Ventures or its affiliates (“ SHV ”) actually purchases any securities in such transaction (a “ Participating Investor ”), then in the event that Madrona, Summit, Insight or SHV did not consent to the waiver of Section 2.3 (a “ Non-Consenting Investor ”), such Non-Consenting Investor shall be permitted to purchase up to a number of Shares in such offering in an amount equal to the product of (x) the quotient of (1) the actual number of Shares purchased by a Participating Investor (as determined in the following sentence) divided by (2) the maximum number of Shares that would have been allocated to the applicable Participating Investor in accordance with the first sentence of Section 2.3(b), multiplied by (y) the maximum number of Shares that would have been allocated to the Non-Consenting Investor in accordance with the first sentence of Section 2.3(b). For purposes of the foregoing computation, the Participating Investor that results in the largest number of Shares purchasable by the Non-Consenting Investor shall be utilized. Notwithstanding the foregoing, this Agreement may not be amended or modified in a manner that would impose additional obligations on an Investor or additional restrictions over the rights of an Investor to freely transfer its shares of Preferred Stock without the consent of such Investor. Any amendment or waiver effected in accordance with this Section shall be binding upon each party to this Agreement, whether or not such party has signed such amendment or waiver, each future holder of all such Registrable Securities and the Company.

3.5 Notices . Unless otherwise provided, any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by facsimile, or 48 hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party’s address or facsimile number as set forth on Exhibit A hereto or as subsequently modified by written notice.

3.6 Severability . If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of this Agreement shall be interpreted as if such provision were so excluded, and (c) the balance of this Agreement shall be enforceable in accordance with its terms.

3.7 Governing Law . This Agreement and all acts and transactions pursuant hereto shall be governed, construed and interpreted in accordance with the laws of the state of Washington, without giving effect to principles of conflicts of laws.

3.8 Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g. , www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

3.9 Titles and Subtitles . The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

3.10 Aggregation of Stock . All shares of Registrable Securities held or acquired by affiliated entities or persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

[Signature Page Follows]

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written.

THE COMPANY:

SMARTSHEET INC.

By: /s/ Mark Mader

(Signature)

Name: Mark Mader

Title: Chief Executive Officer and President

Address: 10500 NE 8 ^th St., Suite 1300

Bellevue, WA 98004

Fax:

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written.



INVESTORS:
MICHAEL ARNTZ

/s/ Mike Arntz
Michael Arntz

Address:	2424 11 ^th Ave. W Seattle, WA 98119

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written.



INVESTORS:
STEPHEN BRANSTETTER

/s/ Stephen Branstetter
Stephen Branstetter

Address:	8614 23rd Ave. NW Seattle, WA 98117

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written.



INVESTORS:
JENNIFER CERAN

/s/ Jennifer Ceran
Jennifer Ceran

Address:	c/o Smartsheet Inc. 10500 NE 8 ^th Street, Suite 1300 Bellevue, WA 98004

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written.



INVESTORS AND COMMON HOLDERS:

BRENT FREI
/s/ Brent Frei

Address:	302 Parkridge Lane Bellevue, WA 98004


WILLIAM ERIC BROWNE


Address:	12429 SE 26 ^th Place Bellevue, WA 98005


JOHN D. CREASON


Address:	P.O. Box 2974 Woodinville, WA 98072


MARK P. MADER


Address:	5183 NE Laurelcrest Lane Seattle, WA 98105

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written.



INVESTORS AND COMMON HOLDERS:

BRENT FREI


Address:	302 Parkridge Lane Bellevue, WA 98004


WILLIAM ERIC BROWNE


Address:	12429 SE 26 ^th Place Bellevue, WA 98005


JOHN D. CREASON


Address:	P.O. Box 2974 Woodinville, WA 98072


MARK P. MADER
/s/ Mark P. Mader

Address:	5183 NE Laurelcrest Lane Seattle, WA 98105

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written.



INVESTORS AND COMMON HOLDERS:


By:	/s/ Geoffrey T. Barker
Name:	Geoffrey Barker

Address:		1301 Spring Street, Apt. 30-J Seattle, WA 98104
Email:		[redacted]

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written.



INVESTORS AND COMMON HOLDERS:

INSIGHT VENTURE PARTNERS VII, L.P

By:	Insight Venture Associates VII, L.P.,
Its:	General Partner

By:	Insight Venture Associates VII, Ltd.
Its:	General Partner

By:	/s/ Blair Flicker
Name:	Blair Flicker
Title:	Authorized Officer

Address:	c/o Insight Venture Management, LLC 680 Fifth Avenue, 8th Floor New York, New York 10019

INSIGHT VENTURE PARTNERS (CAYMAN) VII, L.P.

By:	Insight Venture Associates VII, L.P.,
Its:	General Partner

By:	Insight Venture Associates VII, Ltd.
Its:	General Partner

By:	/s/ Blair Flicker
Name:	Blair Flicker
Title	Authorized Officer

Address:	c/o Insight Venture Management, LLC 680 Fifth Avenue, 8th Floor New York, New York 10019

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written.



INVESTORS AND COMMON HOLDERS:

INSIGHT VENTURE PARTNERS VII (CO-INVESTORS), L.P.

By:	Insight Venture Associates VII, L.P.,
Its:	General Partner

By:	Insight Venture Associates VII, Ltd.
Its:	General Partner

By:	/s/ Blair Flicker
Name:	Blair Flicker
Title:	Authorized Officer

Address:	c/o Insight Venture Management, LLC 680 Fifth Avenue, 8th Floor New York, New York 10019

INSIGHT VENTURE PARTNERS (DELAWARE) VII, L.P.

By:	Insight Venture Associates VII, L.P.,
Its:	General Partner

By:	Insight Venture Associates VII, Ltd.
Its:	General Partner

By:	/s/ Blair Flicker
Name:	Blair Flicker
Title:	Authorized Officer

Address:	c/o Insight Venture Management, LLC 680 Fifth Avenue, 8th Floor New York, New York 10019

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written.



INVESTORS AND COMMON HOLDERS:

INSIGHT VENTURE PARTNERS COINVESTMENT FUND II, L.P.

By:	Insight Venture Associates VII, L.P.,
Its:	General Partner

By:	Insight Venture Associates VII, Ltd.
Its:	General Partner

By:	/s/ Blair Flicker
Name:	Blair Flicker
Title:	Authorized Officer

Address:	c/o Insight Venture Management, LLC 680 Fifth Avenue, 8th Floor New York, New York 10019

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written.



INVESTORS AND COMMON HOLDERS:

MADRONA VENTURE FUND III, L.P.

By:	Madrona Investment Partners III, L.P.
Its:	General Partner

By:	Madrona III General Partner, LLC
Its:	General Partner

By:	/s/ Troy Cichos
Name:	Troy Cichos
Title:	Authorized Signatory

Address:	999 Third Avenue Suite 3400 Seattle, Washington 98104

MADRONA VENTURE FUND III-A, L.P.

By:	Madrona Investment Partners III, L.P.
Its:	General Partner

By:	Madrona III General Partner, LLC
Its:	General Partner

By:	/s/ Troy Cichos
Name:	Troy Cichos
Title	Authorized Signatory

Address:	999 Third Avenue Suite 3400 Seattle, Washington 98104

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written.



INVESTORS AND COMMON HOLDERS:

MADRONA VENTURE FUND IV, L.P.

By:	Madrona Investment Partners IV, L.P.
Its:	General Partner

By:	Madrona IV General Partner, LLC
Its:	General Partner

By:	/s/ Troy Cichos
Name:	Troy Cichos
Title:	Authorized Signatory

Address:	999 Third Avenue Suite 3400 Seattle, Washington 98104

MADRONA VENTURE FUND IV-A, L.P.

By:	Madrona Investment Partners IV, L.P.
Its:	General Partner

By:	Madrona IV General Partner, LLC
Its:	General Partner

By:	/s/ Troy Cichos
Name:	Troy Cichos
Title	Authorized Signatory

Address:	999 Third Avenue Suite 3400 Seattle, Washington 98104

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written.



INVESTORS:

SUMMIT PARTNERS VENTURE CAPITAL FUND III-A, L.P.

By:	Summit Partners VC III, L.P.
Its:	General Partner

By:	Summit Partners VC III, LLC
Its:	General Partner

By:	/s/ Leonard C. Ferrington
Name:	Leonard C. Ferrington
Title:	Member

Address:	c/o Summit Partners, L.P. 200 Middlefield Road, Suite 200 Menlo Park, CA 94025 Attn: Leonard C. Ferrington

SUMMIT PARTNERS VENTURE CAPITAL FUND III-B, L.P.

By:	Summit Partners VC III, L.P.
Its:	General Partner

By:	Summit Partners VC III, LLC
Its:	General Partner

By:	/s/ Leonard C. Ferrington
Name:	Leonard C. Ferrington
Title:	Member

Address:	c/o Summit Partners, L.P. 200 Middlefield Road, Suite 200 Menlo Park, CA 94025 Attn: Leonard C. Ferrington

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written.



INVESTORS:

SUMMIT PARTNERS VENTURE CAPITAL FUND IV-A, L.P.

By:	Summit Partners VC IV, L.P.
Its:	General Partner

By:	Summit Partners VC IV, LLC
Its:	General Partner

By:	/s/ Leonard C. Ferrington
Name:	Leonard C. Ferrington
Title:	Member

Address:	c/o Summit Partners, L.P. 200 Middlefield Road, Suite 200 Menlo Park, CA 94025 Attn: Leonard C. Ferrington

SUMMIT PARTNERS VENTURE CAPITAL FUND IV-B, L.P.

By:	Summit Partners VC IV, L.P.
Its:	General Partner

By:	Summit Partners VC IV, LLC
Its:	General Partner

By:	/s/ Leonard C. Ferrington
Name:	Leonard C. Ferrington
Title:	Member

Address:	c/o Summit Partners, L.P. 200 Middlefield Road, Suite 200 Menlo Park, CA 94025 Attn: Leonard C. Ferrington

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written.



INVESTORS:

SUMMIT PARTNERS ENTREPRENEUR ADVISORS FUND III, L.P.

By:	Summit Partners Entrepreneur Advisors GP III, LLC
Its:	General Partner

By:	Summit Master Company, LLC
Its:	Manager

By:	/s/ Leonard C. Ferrington
Name:	Leonard C. Ferrington
Title:	Member

Address:	c/o Summit Partners, L.P. 200 Middlefield Road, Suite 200 Menlo Park, CA 94025 Attn: Leonard C. Ferrington

SUMMIT INVESTORS GE IX/VC IV, LLC

By:	Summit Investors Management, LLC
Its:	Manager

By:	Summit Master Company, LLC
Its:	Manager

By:	/s/ Leonard C. Ferrington
Name:	Leonard C. Ferrington
Title:	Member

Address:	c/o Summit Partners, L.P. 200 Middlefield Road, Suite 200 Menlo Park, CA 94025 Attn: Leonard C. Ferrington

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written.



INVESTORS:

SUMMIT INVESTORS GE IX/VC IV (UK), L.P.

By:	Summit Investors Management, LLC
Its:	General Partner

By:	Summit Master Company, LLC
Its:	Manager

By:	/s/ Leonard C. Ferrington
Name:	Leonard C. Ferrington
Title:	Member

Address:	c/o Summit Partners, L.P. 200 Middlefield Road, Suite 200 Menlo Park, CA 94025 Attn: Leonard C. Ferrington

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written.



INVESTORS:

SUMMIT INVESTORS I, LLC

By:	Summit Investors Management, LLC
Its:	Manager

By:	Summit Master Company, LLC
Its:	Manager

By:	/s/ Leonard C. Ferrington
Name:	Leonard C. Ferrington
Title:	Member

Address:	c/o Summit Partners, L.P. 200 Middlefield Road, Suite 200 Menlo Park, CA 94025 Attn: Leonard C. Ferrington

SUMMIT INVESTORS I (UK), L.P.

By:	Summit Investors Management, LLC
Its:	General Partner

By:	Summit Master Company, LLC
Its:	Manager

By:	/s/ Leonard C. Ferrington
Name:	Leonard C. Ferrington
Title:	Member

Address:	c/o Summit Partners, L.P. 200 Middlefield Road, Suite 200 Menlo Park, CA 94025 Attn: Leonard C. Ferrington

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written.



INVESTORS AND COMMON HOLDERS:

SUTTER HILL VENTURES, A CALIFORNIA LIMITED PARTNERSHIP

By:		Sutter Hill Ventures, L.L.C.
Its:		General Partner

By:		/s/ James N. White
Name:		James N. White
Title:		Managing Director

Address:		755 Page Mill Road, Suite A-200 Palo Alto, CA 94304

SAUNDERS HOLDINGS, L.P.

By:	/s/ Robert Yin ( Under Power of Attorney )
	G. Leonard Baker, Jr., Trustee of the Baker Revocable Trust U/A/D 2/3/03. General Partner

Address:		755 Page Mill Road, Suite A-200 Palo Alto, CA 94304

YOVEST, L.P.

By:	/s/ Robert Yin ( Under Power of Attorney )
	William H. Younger, Jr., Trustee of The William H. Younger, Jr. Revocable Trust U/A/D 8/5/09, General Partner

Address:		755 Page Mill Road, Suite A-200 Palo Alto, CA 94304

WILLIAM H. YOUNGER, JR., TRUSTEE OF THE WILLIAM H. YOUNGER, JR. REVOCABLE TRUST U/A/D 8/5/09

By:	/s/ Robert Yin ( Under Power of Attorney )
	William H. Younger, Jr., Trustee

Address:		755 Page Mill Road, Suite A-200 Palo Alto, CA 94304

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written.



INVESTORS AND COMMON HOLDERS:

TENCH COXE AND SIMONE OTUS COXE, CO-TRUSTEES OF THE COXE REVOCABLE TRUST U/A/D 4/23/98

By:	/s/ Robert Yin ( Under Power of Attorney )
	Tench Coxe, Trustee

Address:		755 Page Mill Road, Suite A-200 Palo Alto, CA 94304

ROOSTER PARTNERS, LP

By:	/s/ Robert Yin ( Under Power of Attorney )
	Tench Coxe, Trustee of The Coxe Revocable Trust U/A/D 4/23/98, General Partner

Address:		755 Page Mill Road, Suite A-200 Palo Alto, CA 94304

JAMES C. GAITHER, TRUSTEE OF THE GAITHER RECOVABLE TRUST U/A/D 9/28/2000

By:	/s/ Robert Yin ( Under Power of Attorney )
	James C. Gaither, Trustee

Address:		755 Page Mill Road, Suite A-200 Palo Alto, CA 94304

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written.



INVESTORS AND COMMON HOLDERS:

JAMES N. WHITE AND PATRICIA A. O’BRIEN, CO-TRUSTEES OF THE WHITE REVOCABLE TRUST U/A/D 4/3/97

By:	/s/ Robert Yin ( Under Power of Attorney )
	James N. White, Trustee

Address:		755 Page Mill Road, Suite A-200 Palo Alto, CA 94304

ROSETIME PARTNERS L.P.

By:	/s/ Robert Yin ( Under Power of Attorney )
	James N. White, Trustee of The White Revocable Trust U/A/D 4/3/97, General Partner

Address:		755 Page Mill Road, Suite A-200 Palo Alto, CA 94304

NESTEGG HOLDINGS, LP

By:	/s/ Robert Yin ( Under Power of Attorney )
	Jeffrey W. Bird, Trustee of Jeffrey W. and Christina R. Bird Trust U/A/D 10/31/00, General Partner

Address:		755 Page Mill Road, Suite A-200 Palo Alto, CA 94304

JEFFREY W. BIRD AND CHRISTINA R. BIRD, CO-TRUSTEES OF JEFFREY W. AND CHRISTINA R. BIRD TRUST U/A/D 10/31/00

By:	/s/ Robert Yin ( Under Power of Attorney )
	Jeffrey W. Bird, Trustee

Address:		755 Page Mill Road, Suite A-200 Palo Alto, CA 94304

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written.



INVESTORS AND COMMON HOLDERS:

ANDREW T. SHEEHAN AND NICOLE J. SHEEHAN AS TRUSTEES OF SHEEHAN 2003 TRUST

By:	/s/ Robert Yin ( Under Power of Attorney )
	Andrew T. Sheehan, Trustee

Address:		755 Page Mill Road, Suite A-200 Palo Alto, CA 94304

MICHAEL L. SPEISER AND MARY ELIZABETH SPEISER, CO-TRUSTEES OF SPEISER TRUST U/A/D 7/19/06

By:	/s/ Robert Yin ( Under Power of Attorney )
	Michael L. Speiser, Trustee

Address:		755 Page Mill Road, Suite A-200 Palo Alto, CA 94304

CHATTER PEAK PARTNERS, L.P.

By:	/s/ Robert Yin ( Under Power of Attorney )
	Michael L. Speiser, Trustee of Speiser Trust U/A/D 7/19/06, General Partner

Address:		755 Page Mill Road, Suite A-200 Palo Alto, CA 94304

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written.



INVESTORS AND COMMON HOLDERS:

STEFAN A. DYCKERHOFF AND WENDY G. DYCKERHOFF-JANSSEN, OR THEIR SUCCESSOR(S) AS TRUSTEES UNDER THE DYCKERHOFF 2001 REVOCABLE TRUST AGREEMENT DATED AUGUST 30, 2001

By:	/s/ Robert Yin ( Under Power of Attorney )
	Stefan A. Dyckerhoff, Trustee

Address:		755 Page Mill Road, Suite A-200 Palo Alto, CA 94304

SAMUEL J. PULLARA III AND LUCIA CHOI PULLARA, CO-TRUSTEES OF THE PULLARA REVOCABLE TRUST U/A/D 8/21/13

By:	/s/ Robert Yin ( Under Power of Attorney )
	Samuel J. Pullara III, Trustee

Address:		755 Page Mill Road, Suite A-200 Palo Alto, CA 94304

DOUGLAS T. MOHR AND BETH Z. MOHR, CO-TRUSTEES OF THE MOHR FAMILY TRUST U/A/D 2/17/15

By:	/s/ Robert Yin ( Under Power of Attorney )
	Douglas T. Mohr, Trustee

Address:		755 Page Mill Road, Suite A-200 Palo Alto, CA 94304

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written.



INVESTORS AND COMMON HOLDERS:

MICHAEL I. NAAR AND DIANE J. NAAR AS TRUSTEES OF NAAR FAMILY TRUST U/A/D 12/22/95

By:	/s/ Robert Yin ( Under Power of Attorney )
	Diane J. Naar, Trustee

Address:		755 Page Mill Road, Suite A-200 Palo Alto, CA 94304

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written.

INVESTORS AND COMMON HOLDERS:

Wells Fargo Bank, N.A. FBO

SHV Profit Sharing Plan FBO Tench Coxe

/s/ illegible

Address: MAC A0119-29A

333 Market Street, 29th Floor

San Francisco, CA 94105

Wells Fargo Bank, N.A. FBO

SHV Profit Sharing Plan FBO Andrew T. Sheehan (Rollover)

/s/ illegible

Address: MAC A0119-29A

333 Market Street, 29th Floor

San Francisco, CA 94105

Wells Fargo Bank, N.A. FBO

SHV Profit Sharing Plan FBO David E. Sweet

/s/ illegible

Address: MAC A0119-29A

333 Market Street, 29th Floor

San Francisco, CA 94105

Wells Fargo Bank, N.A. FBO

SHV Profit Sharing Plan FBO David E. Sweet (Rollover)

/s/ illegible

Address: MAC A0119-29A

333 Market Street, 29th Floor

San Francisco, CA 94105

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written.

INVESTORS AND COMMON HOLDERS:

Wells Fargo Bank, N.A. FBO

SHV Profit Sharing Plan FBO Diane J. Naar

/s/ illegible

Address: MAC A0119-29A

333 Market Street, 29th Floor

San Francisco, CA 94105

Wells Fargo Bank, N.A. FBO

SHV Profit Sharing Plan FBO Yu-Ying Chen (Rollover)

/s/ illegible

Address: MAC A0119-29A

333 Market Street, 29th Floor

San Francisco, CA 94105

Wells Fargo Bank, N.A. FBO

SHV Profit Sharing Plan FBO Yu-Ying Chen

/s/ illegible

Address: MAC A0119-29A

333 Market Street, 29th Floor

San Francisco, CA 94105

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written.



INVESTORS AND COMMON HOLDERS:

Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Barbara Niss

/s/ illegible

Address:	MAC A0119-29A 333 Market Street, 29th Floor San Francisco, CA 94105

Wells Fargo Bank, N.A. FBO Barbara Niss IRA

/s/ illegible

Address:	MAC A0119-29A 333 Market Street, 29th Floor San Francisco, CA 94105

Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Patricia Tom (Post)

/s/ illegible

Address:	MAC A0119-29A 333 Market Street, 29th Floor San Francisco, CA 94105

Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Robert Yin

/s/ illegible

Address:	MAC A0119-29A 333 Market Street, 29th Floor San Francisco, CA 94105

EXHIBIT A

SCHEDULE OF SERIES F INVESTORS



Names of Series F Investors	Number of Shares of Series F Preferred Stock to be Purchased

Madrona Venture Fund IV, L.P.	763,347
Madrona Venture Fund IV-A, L.P.	19,455
Insight Venture Partners VII, L.P.	1,748,797
Insight Venture Partners (Cayman) VII, L.P.	769,857
Insight Venture Partners VII (Co-Investors), L.P.	40,477
Insight Venture Partners (Delaware) VII, L.P.	110,616
Insight Venture Partners Coinvestment Fund II, L.P.	943,187
Sutter Hill Ventures, a California Limited Partnership	312,000
Saunders Holdings, L.P.	58
William H. Younger, Jr., Trustee of the William H. Younger, Jr. Revocable Trust U/A/D 8/5/09	4,843
Tench Coxe and Simone Otus Coxe, Co-Trustees of the Coxe Revocable Trust U/A/D 4/23*98	16,032
Rooster Partners, L.P.	16,100
James C. Gaither, Trustee of the Gaither Revocable Trust U/A/D 9/28/2000	76
James N. White and Patricia A. O’Brien, Co-Trustees of the White Revocable Trust U/A/D 4/3/97	12,008
RoseTime Partners L.P.	14,700
NestEgg Holdings, LP	27,613
Andrew T. Sheehan and Nicole J. Sheehan as Trustees of Sheehan 2003 Trust	4,067
Michael L. Speiser and Mary Elizabeth Speiser, Co-Trustees of Speiser Trust U/A/D 7/19/06	18,231



Chatter Peak Partners, L.P.	18,230
Stefan A. Dyckerhoff and Wendy G. Dyckerhoff-Janssen, or their successor(s) as Trustees under the Dyckerhoff 2001 Revocable Trust Agreement dated August 30, 2001	7,320
Samuel J. Pullara III and Lucia Choi Pullara, Co-Trustees of the Pullara Revocable Trust U/A/D 8/21/13	7,320
Douglas T. Mohr and Beth Z. Mohr, Co-Trustees of the Mohr Family Trust U/A/D 2/17/15	379
Michael I. Naar and Diane J. Naar, as Trustees of Naar Family Trust U/A/D 12/22/95	906
Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Robert Yin	120
Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Tench Coxe	16,100
Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO David E. Sweet	3,327
Wells Fargo Bank, N.A. FBO SHV Profit Sharing plan FBO Yu-Ying Chen	906
Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Barbara Niss	482
Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Patricia Tom (Post)	906
Summit Partners Venture Capital Fund III-A, L.P.	454,984
Summit Partners Venture Capital Fund III-B, L.P.	137,899
Summit Partners Venture Capital Fund IV-A, L.P.	525,931
Summit Partners Venture Capital Fund IV-B, L.P.	67,920
Summit Partners Entrepreneur Advisors Fund III, L.P.	1,205
Summit Investors GE IX-VC IV, LLC	6,725
Summit Investors GE IX-VC IV (UK), L.P.	977
Summit Investors I, LLC	7,693
Summit Investors I (UK), L.P.	977



Michael Arntz	48,172
Stephen Branstetter	24,086
Jennifer Ceran	120,431

SCHEDULE OF SERIES E INVESTORS



Names of Series E Investors		Number of Shares of Series E Preferred Stock Held

Sutter Hill Ventures, a California Limited Partnership		4,651,882
Yovest, L.P.		71,365
Tench Coxe and Simone Otus Coxe, Co-Trustees of The Coxe Revocable Trust U/A/D 4/23/98		267,604
Rooster Partners, LP		226,000
James N. White and Patricia A. O’Brien, Co‑Trustees of The White Revocable Trust U/A/D 4/3/97		317,030
RoseTime Partners L.P.		81,700
Jeffrey W. Bird and Christina R. Bird, Co‑Trustees of Jeffrey W. and Christina R. Bird Trust U/A/D 10/31/00		412,281
Andrew T. Sheehan and Nicole J. Sheehan as Trustees of Sheehan 2003 Trust		42,947
Michael L. Speiser and Mary Elizabeth Speiser, Co-Trustees of Speiser Trust U/A/D 7/19/06		545,003
Stefan A. Dyckerhoff and Wendy G. Dyckerhoff-Janssen, or their successor(s) as Trustees under the Dyckerhoff 2001 Revocable Trust Agreement dated August 30, 2001		109,327
Samuel J. Pullara III and Lucia Choi Pullara, Co-Trustees of The Pullara Revocable Trust U/A/D 8/21/13		109,327
David E. Sweet and Robin T. Sweet, as Trustees of the David and Robin Sweet Living Trust, dated 7/6/04		13,997
Douglas T. Mohr and Beth Z. Mohr, Co-Trustees of The Mohr Family Trust U/A/D 2/17/15		5,669
G. Leonard Baker, Jr. and Mary Anne Baker, Co-Trustees of The Baker Revocable Trust		875
James N. White and Patricia A. O’Brien, Co‑Trustees of The White Revocable Trust U/A/D 4/3/97		1,142



Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Robert Yin		1,797
Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Tench Coxe		226,000
Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Andrew T. Sheehan (Rollover)		17,800
Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO David E. Sweet (Rollover)		35,683
Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Diane J. Naar		13,510
Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Yu-Ying Chen (Rollover)		13,510
Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Barbara Niss		6,206
Wells Fargo Bank, N.A. FBO Barbara Niss IRA		980
Wells Fargo Bank, N.A. SHV Profit Sharing Plan FBO Patricia Tom (Post)		13,510
Madrona Venture Fund III, L.P.		785,225
Madrona Venture Fund III-A, L.P.		31,368
Madrona Venture Fund IV, L.P.		1,433,338
Madrona Venture Fund IV-A, L.P.		36,530
Insight Venture Partners VII, L.P.		948,628
Insight Venture Partners (Cayman) VII, L.P.		417,606
Insight Venture Partners VII (Co-Investors), L.P.		21,957
Insight Venture Partners (Delaware) VII, L.P.		60,003
Insight Venture Partners Coinvestment Fund II, L.P.		511,628

SCHEDULE OF SERIES D INVESTORS



Names of Series D Investors		Number of Shares of Series D Preferred Stock Held

Madrona Venture Fund III, L.P.		1,928,855
Madrona Venture Fund III-A, L.P.		77,055
Madrona Venture Fund IV, L.P.		1,956,060
Madrona Venture Fund IV-A, L.P.		49,850
Insight Venture Partners VII, L.P.		5,212,395
Insight Venture Partners (Cayman) VII, L.P.		2,294,610
Insight Venture Partners VII (Co-Investors), L.P.		120,645
Insight Venture Partners (Delaware) VII, L.P.		329,700
Insight Venture Partners Coinvestment Fund II, L.P.		2,811,230

SCHEDULE OF SERIES C-1 INVESTORS



Name of Series C-1 Investor		Number of Shares of Series C-1 Preferred Stock Held
Geoffrey Barker		1,531,580

SCHEDULE OF SERIES C INVESTORS



Names of Series C Investors		Number of Shares of Series C Preferred Stock Held

Madrona Venture Fund III, L.P.		3,229,995
Madrona Venture Fund III-A, L.P.		131,830
Insight Venture Partners VII, L.P.		210,885
Insight Venture Partners (Cayman) VII, L.P.		92,835
Insight Venture Partners VII (Co-Investors), L.P.		4,880
Insight Venture Partners (Delaware) VII, L.P.		13,340
Insight Venture Partners Coinvestment Fund II, L.P.		113,740
Ronald C. Frei		245,194
Aloysius T. McLaughlin		68,636
Citicorp Trust Delaware N.A. Trustee for the McLaughlin 2015 Family Trust		274,544
Judith Brick Freedman		121,590
W. Thomas Porter		137,270
Brent Frei		102,950
Patrick Colacurcio, Jr.		85,795
Douglas Thomson Porter		85,795
F&W Investments II, LLC (Series 2009)		43,295
Alan C. Smith		17,155
Top Tier Venture Capital VI Holdings		97,991

SCHEDULE OF SERIES B INVESTORS



Names of Series B Investors		Number of Shares of Series B Preferred Stock Held

Madrona Venture Fund III, L.P.		5,545,225
Madrona Venture Fund III-A, L.P.		221,520
Brent Frei		1,441,685

SCHEDULE OF SERIES A – A-4 INVESTORS



Names of Series A Investors		Number of Shares of Series A Preferred Stock Held

Madrona Venture Fund III, L.P.		8,099,380
Madrona Venture Fund III-A, L.P.		323,560
Insight Venture Partners VII, L.P.		532,715
Insight Venture Partners (Cayman) VII, L.P.		234,505
Insight Venture Partners VII (Co-Investors), L.P.		12,325
Insight Venture Partners (Delaware) VII, L.P.		33,695
Insight Venture Partners Coinvestment Fund II, L.P.		287,310
Brent Frei		6,421,300
Orrick Investments 2007, LLC		71,685
William Eric Browne		5,022
Maria Rose Colacurcio Frei		75,000
Patrick Colacurcio, Jr.		125,000
John D. Creason		423,363
Eugene J. Fasullo		75,000
Allen Freedman		400,000
David Geithner		100,000
Mark P. Mader		380,023
Aloysius T. McLaughlin		1,000,000
Jyh Yeuan Pook		400,000
W. Thomas Porter		228,210
Andrew Leonard Rees		225,000
Top Tier Venture Capital VI Holdings		1,731,177

SCHEDULE OF COMMON HOLDERS



Names of Common Holders		Number of Shares of Common Shares Held

Michael G. Andrews		180,207
Rajiv Arunkundram		15,000
Brett Batie		11,000
Peter Boit		802,500
Jennifer Bolton		28,593
William A. Bosworth		3,906
Kim Brandl		3,020
Darren Brown		1,875
William Eric Browne		1,705,205
Wally Bunn		900
Jacob C. Butler		2,708
Gywneth Casazza		1,562
Roman Castilleja		1,354
Paul Chodosh		677
Gene Choi		30,368
Mukesh K. Chopra		370
Patrick Colacurcio		130,000
John D. Creason		1,866,430
Wendy Darcy		1,000
Zachary DeBoer		1,342
Emily Esposito		1,562
Todd Andrew Fasullo		619,775
Mark A. Freeman		4,000



Names of Common Holders		Number of Shares of Common Shares Held
Tisha Leslie Freer		4,687
Brent Frei		425,000
Maria Rose Colacurcio Frei		1,680,805
Richard Furby		61,975
Daniel Garcia		10,875
Jason Gessel		28,749
Ben Gilbert		3,500
Tiffany Granger		240
David Joseph Hanson and Maris Lyn Hanson		133,330
Brian Harper		230,000
Phil Henry		49,480
Paul Homer		40,625
David Inden		2,800
Insight Venture Partners (Cayman) VII, L.P.		1,135,460
Insight Venture Partners (Delaware) VII, L.P.		163,150
Insight Venture Partners Coinvestment Fund II, L.P.		1,391,105
Insight Venture Partners VII (Co-Investors), L.P.		59,700
Insight Venture Partners VII, L.P.		2,579,300
Anthony Jacobson		126,053
Todd Jones		112,500
Roger Kennedy		11,979
Imran Khawaja		5,800
Tae Kim		64,000
Niels Kirkegaard		50,000



Names of Common Holders		Number of Shares of Common Shares Held
Mark Kristensson		185,000
Elizabeth Lawson		76,085
Tony J. Lee and Debra G. Lee		25,000
Mary Anna Leppard		35,000
Paulo Lisboa		7,613
Yingchao Liu		8,000
Libertatem Legacy GST Exempt Trust		735,295
Mark P. Mader		1,539,845
Alexandra Martin		1,000
James McMurchie		47,916
Gert Miraku		1,666
Madeline Moyer		1,302
Matthew Neckes		1,411
Shamaila Nizar		833
Jason Paul		3,333
Joel Pentland		937
Patricia Ann Puckett		937
Robert Radecki		500
Michael Robertson		2,174
Sonia Romo		36,000
Atul Sahai		10,000
Jennifer Savage		33,750
John Schmale		1,250
Drew Charles Schultz		781



Names of Common Holders		Number of Shares of Common Shares Held

Jodi Sorenson		27,500
Timothy Sprangers		7,812
Kevin Tao		32,500
Sean Austin Timm		2,810
Top Tier Venture Capital VI Holdings		725,000
Kit Unger		8,749
Benjamin Urman		4,400
Brian VandenHeuval		625
Alexander Vorobiev		127,853
Katherine Wilber		1,718
Benjamin M. Wood		10,000
Stephens Woodworth		5,937
Yiwen Wu		11,800
Francis Yoshida		33,020
Max Zulauf		62,500
Thomas Zylstra		4,583

SMARTSHEET INC.

FIRST AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

This First Amendment to Amended and Restated Investors’ Rights Agreement (this “ Amendment ”) is made and entered into as of October 26, 2017 by and among Smartsheet Inc., a Washington corporation (the “ Company ”), and the undersigned investors (the “ Consenting Investors ”) and amends that certain Amended and Restated Investors’ Rights Agreement, dated as of May 19, 2017 by and among the Company, the Investors (as defined therein) and the Common Holders (as defined therein) (the “ Agreement ”). Capitalized terms not herein defined shall have the meanings ascribed to them in the Agreement.

RECITALS

WHEREAS, the Company desires to issue and sell, and certain prospective additional investors desire to purchase, additional shares of the Company’s Series F Preferred Stock at an additional closing, and in connection with such closing the parties hereto wish to amend the Agreement as set forth in this Amendment.

WHEREAS, pursuant to Section 4.2 of the Agreement provides that any term of the Agreement may be amended or waived only with the written consent of (a) the Company, (b) the holders of at least a majority of the shares of Common Stock, Series A, Series A-1, Series A-2, Series A-3, Series A-4 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock held by Investors (or their respective successors and assigns) voting as a single voting group on an as-converted basis, and (c) any of the holders of at least a majority of (x) the shares of Series D Preferred Stock voting as a separate class or (y) the shares of Series E Preferred Stock voting as a separate class (collectively, the “ Requisite Consent ”).

WHEREAS, the undersigned constitute the Requisite Consent.

NOW, THEREFORE, in consideration of the foregoing premises and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT

Amendment of Agreement .

1.1 Amendment to Section 3 . Section 3 shall be amended to add the following new subsection 3.10 in its entirety as follows:

“3.10 Additional Investors . Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of any shares of Preferred Stock become a party to this Agreement by executing and delivering a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor hereunder. Each such person thereafter shall be deemed an Investor for all purposes under this Agreement.”

1.2 Amendment to Exhibit A. Exhibit A of the Agreement shall be amended to add the following:

“November 1, 2017 Closing



Names of Series F Investors	Number of Shares of Series F Stock to be Purchased
The Juan L. Gomez and Elena C. Gomez Declaration of Trust Dated April 2, 2009, Juan L. Gomez and Elena C. Gomez, Trustees	30,107
Magdalena Yesil, Trustee of the Justin Yeshil Wickett Trust dated December 10, 1990	15,053
Magdalena Yesil, Trustee of the Troy Kevork Wickett Trust dated December 10, 1990	15,054

Miscellaneous .

2.1 The terms and provisions of the Agreement shall remain in full force and effect except as specifically modified by this Amendment.

2.2 This Amendment may be executed in counterparts and delivered by facsimile or any similar electronic transmission device, all of which shall be considered one and the same agreement.

2.3 This Amendment shall be governed by and construed in accordance with the laws of the State of Washington, without giving effect to the principles of conflicts of laws thereof.

2.4 This Amendment, together with the Agreement, as amended, and all exhibits hereto and thereto represent the entire agreement of the parties with respect to the subject matter herein.

[Signature Page(s) Follow(s)]

IN WITNESS WHEREOF , the parties hereto, intending to be legally bound, have executed or have caused their duly authorized representatives to execute this First Amendment to Amended and Restated Investors’ Rights Agreement as of the date first set forth above.

SMARTSHEET INC.

By:/s/ Mark Mader

(Signature)

Name: Mark Mader

Title: Chief Executive Officer



MADRONA VENTURE FUND III, L.P.

By:	Madrona Investment Partners III, L.P.
Its:	General Partner

By:	Madrona III General Partner, LLC
Its:	General Partner

By:	/s/ Troy Cichos
Name:	Troy Cichos
Title:	Authorized Signatory

Address:	999 Third Avenue Suite 3400 Seattle, Washington 98104

MADRONA VENTURE FUND III-A, L.P.

By:	Madrona Investment Partners III, L.P.
Its:	General Partner

By:	Madrona III General Partner, LLC
Its:	General Partner

By:	/s/ Troy Cichos
Name:	Troy Cichos
Title	Authorized Signatory

Address:	999 Third Avenue Suite 3400 Seattle, Washington 98104



MADRONA VENTURE FUND IV, L.P.

By:	Madrona Investment Partners IV, L.P.
Its:	General Partner

By:	Madrona IV General Partner, LLC
Its:	General Partner

By:	/s/ Troy Cichos
Name:	Troy Cichos
Title:	Authorized Signatory

Address:	999 Third Avenue Suite 3400 Seattle, Washington 98104

MADRONA VENTURE FUND IV-A, L.P.

By:	Madrona Investment Partners IV, L.P.
Its:	General Partner

By:	Madrona IV General Partner, LLC
Its:	General Partner

By:	/s/ Troy Cichos
Name:	Troy Cichos
Title	Authorized Signatory

Address:	999 Third Avenue Suite 3400 Seattle, Washington 98104



INSIGHT VENTURE PARTNERS VII, L.P

By:	Insight Venture Associates VII, L.P.,
Its:	General Partner

By:	Insight Venture Associates VII, Ltd.
Its:	General Partner

By:	/s/ Blair Flicker
Name:	Blair Flicker
Title:	Authorized Officer

Address:	c/o Insight Venture Management, LLC 680 Fifth Avenue, 8th Floor New York, New York 10019

INSIGHT VENTURE PARTNERS (CAYMAN) VII, L.P.

By:	Insight Venture Associates VII, L.P.,
Its:	General Partner

By:	Insight Venture Associates VII, Ltd.
Its:	General Partner

By:	/s/ Blair Flicker
Name:	Blair Flicker
Title	Authorized Officer

Address:	c/o Insight Venture Management, LLC 680 Fifth Avenue, 8th Floor New York, New York 10019



INSIGHT VENTURE PARTNERS VII (CO-INVESTORS), L.P.

By:	Insight Venture Associates VII, L.P.,
Its:	General Partner

By:	Insight Venture Associates VII, Ltd.
Its:	General Partner

By:	/s/ Blair Flicker
Name:	Blair Flicker
Title:	Authorized Officer

Address:	c/o Insight Venture Management, LLC 680 Fifth Avenue, 8th Floor New York, New York 10019

INSIGHT VENTURE PARTNERS (DELAWARE) VII, L.P.

By:	Insight Venture Associates VII, L.P.,
Its:	General Partner

By:	Insight Venture Associates VII, Ltd.
Its:	General Partner

By:	/s/ Blair Flicker
Name:	Blair Flicker
Title:	Authorized Officer

Address:	c/o Insight Venture Management, LLC 680 Fifth Avenue, 8th Floor New York, New York 10019



INSIGHT VENTURE PARTNERS COINVESTMENT FUND II, L.P.

By:	Insight Venture Associates VII, L.P.,
Its:	General Partner

By:	Insight Venture Associates VII, Ltd.
Its:	General Partner

By:	/s/ Blair Flicker
Name:	Blair Flicker
Title:	Authorized Officer

Address:	c/o Insight Venture Management, LLC 680 Fifth Avenue, 8th Floor New York, New York 10019



SUMMIT PARTNERS VENTURE CAPITAL FUND III-A, L.P.

By:	Summit Partners VC III, L.P.
Its:	General Partner

By:	Summit Partners VC III, LLC
Its:	General Partner

By:	/s/ Leonard C. Ferrington
Name:	Leonard C. Ferrington
Title:	Member

SUMMIT PARTNERS VENTURE CAPITAL FUND III-B, L.P.

By:	Summit Partners VC III, L.P.
Its:	General Partner

By:	Summit Partners VC III, LLC
Its:	General Partner

By:	/s/ Leonard C. Ferrington
Name:	Leonard C. Ferrington
Title:	Member

SUMMIT PARTNERS VENTURE CAPITAL FUND IV-A, L.P.

By:	Summit Partners VC IV, L.P.
Its:	General Partner

By:	Summit Partners VC IV, LLC
Its:	General Partner

By:	/s/ Leonard C. Ferrington
Name:	Leonard C. Ferrington
Title:	Member



SUMMIT PARTNERS VENTURE CAPITAL FUND IV-B, L.P.

By:	Summit Partners VC IV, L.P.
Its:	General Partner

By:	Summit Partners VC IV, LLC
Its:	General Partner

By:	/s/ Leonard C. Ferrington
Name:	Leonard C. Ferrington
Title:	Member

SUMMIT PARTNERS ENTREPRENEUR ADVISORS FUND III, L.P.

By:	Summit Partners Entrepreneur Advisors GP III, LLC
Its:	General Partner

By:	Summit Master Company, LLC
Its:	Manager

By:	/s/ Leonard C. Ferrington
Name:	Leonard C. Ferrington
Title:	Member

SUMMIT INVESTORS GE IX/VC IV, LLC

By:	Summit Investors Management, LLC
Its:	Manager

By:	Summit Master Company, LLC
Its:	Manager

By:	/s/ Leonard C. Ferrington
Name:	Leonard C. Ferrington
Title:	Member



SUMMIT INVESTORS GE IX/VC IV (UK), L.P.

By:	Summit Investors Management, LLC
Its:	General Partner

By:	Summit Master Company, LLC
Its:	Manager

By:	/s/ Leonard C. Ferrington
Name:	Leonard C. Ferrington
Title:	Member



SUTTER HILL VENTURES, A CALIFORNIA
LIMITED PARTNERSHIP

By:	Sutter Hill Ventures, L.L.C.
Its:	General Partner

By:	/s/ Jim White
Name:	Jim White
Title:	Managing Director

GEOFFREY BARKER

/s/ Geof Barker

BRENT FREI

/s/ Brent Frei

MARK P. MADER

/s/ Mark. P. Mader

Exhibit 4.3

TRANSFERRED TO SVB FINANCIAL

GROUP BY MEANS OF SECTION 5.4

OF WARRANT

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

WARRANT TO PURCHASE STOCK

Company: SMARTSHEET.COM, INC.

Number of Shares: 13,727 (Subject to Section 1.7 and Section 1.8)

Type/Series of Stock: Series C Preferred Stock (Subject to Section 1.8)

Warrant Price: $1.45695 per share (Subject to Section 1.8)

Issue Date: October 16, 2011

Expiration Date: November 16, 2021 (See also Section 5.1(b))

Credit Facility: This Warrant to Purchase Stock (this “ Warrant ”) is issued in connection with that certain Loan and Security Agreement of even date herewith between Silicon Valley Bank and the Company (the “ Loan Agreement ”).

THIS WARRANT CERTIFIES THAT, for good and valuable consideration, SILICON VALLEY BANK (together with any successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, “ Holder ”) is entitled to purchase the number of fully paid and non-assessable shares (the “ Shares ”) of the above-stated Type/Series of Stock (the “ Class ”) of the above-named company (the “ Company ”) at the above-stated Warrant Price, all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. Reference is made to Section 5.4 of this Warrant whereby Silicon Valley Bank shall transfer this Warrant to its parent company, SVB Financial Group.

SECTION 1. EXERCISE .

1.1 Method of Exercise . Holder may at any time and from time to time exercise this Warrant, in whole or in part, by delivering to the Company the original of this Warrant together with a duly executed Notice of Exercise in substantially the form attached hereto as Appendix 1 and, unless Holder is exercising this Warrant pursuant to a cashless exercise set forth in Section 1.2, a check, wire transfer of same-day funds (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased.

1.2 Cashless Exercise . On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula:

X = Y(A-B)/A

where:

X = the number of Shares to be issued to the Holder;


Y =	the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price);


A =	the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and

B = the Warrant Price.

1.3 Fair Market Value . If the Company’s common stock is then traded or quoted on a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market (a “ Trading Market ”) and the Class is common stock, the fair market value of a Share shall be the closing price or last sale price of a share of common stock reported for the Business Day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company. If the Company’s common stock is then traded in a Trading Market and the Class is a series of the Company’s convertible preferred stock, the fair market value of a Share shall be the closing price or last sale price of a share of the Company’s common stock reported for the Business Day (as defined below) immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company multiplied by the number of shares of the Company’s common stock into which a Share is then convertible. If the Company’s common stock is not traded in a Trading Market, the Board of Directors of the Company shall determine the fair market value of a Share in its reasonable good faith judgment.

1.4 Delivery of Certificate and New Warrant . Within a reasonable time after Holder exercises this Warrant in the manner set forth in Section 1.1 or 1.2 above, the Company shall deliver to Holder a certificate representing the Shares issued to Holder upon such exercise and, if this Warrant has not been fully exercised and has not expired, a new warrant of like tenor representing the Shares not so acquired.

1.5 Replacement of Warrant . On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form, substance and amount to the Company or, in the case of mutilation, on surrender of this Warrant to the Company for cancellation, the Company shall, within a reasonable time, execute and deliver to Holder, in lieu of this Warrant, a new warrant of like tenor and amount.

1.6 Treatment of Warrant Upon Acquisition of Company .

(a) Acquisition. For the purpose of this Warrant, “ Acquisition ” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the shareholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization; or (iii) any sale or other transfer by the shareholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power.

(b) Treatment of Warrant at Acquisition . In the event of an Acquisition in which the consideration to be received by the Company’s shareholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “ Cash/Public Acquisition ”), either (i) Holder shall exercise this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the consummation of such Acquisition or (ii) if Holder elects not to exercise the Warrant, this Warrant will expire immediately prior to the consummation of such Acquisition.

(c) The Company shall provide Holder with written notice of its request relating to the Cash/Public Acquisition (together with such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving rise to such notice), which is to be delivered to Holder not less than seven (7) Business Days prior to the closing of the proposed Cash/Public Acquisition. In the event the Company does not provide such notice, then if, immediately prior to the Cash/Public Acquisition, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon such exercise to the Holder and Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as the date thereof.

(d) Upon the closing of any Acquisition other than a Cash/Public Acquisition defined above, the acquiring, surviving or successor entity shall assume the obligations of this Warrant, and this Warrant shall thereafter be exercisable for the same securities and/or other property as would have been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on and as of the closing of such Acquisition, subject to further adjustment from time to time in accordance with the provisions of this Warrant.

(e) As used in this Warrant, “ Marketable Securities ” means securities meeting all of the following requirements: (i) the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and is then current in its filing of all required reports and other information under the Securities Act of 1933, as amended (the “Act”) and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would be received by Holder in connection with the Acquisition were Holder to exercise this Warrant on or prior to the closing thereof is then traded in Trading Market, and (iii) Holder would be able to publicly re-sell, within six (6) months following the closing of such Acquisition, all of the issuer’s shares and/or other securities that would be received by Holder in such Acquisition were Holder to exercise this Warrant in full on or prior to the closing of such Acquisition.

1.7 Adjustment to Number of Shares . If at any time Silicon Valley Bank has made one or more Term Advances (as defined in the Loan Agreement) to the Company pursuant to the Loan Agreement, the Number of Shares for which this Warrant shall be exercisable shall be automatically adjusted to a number equal to (i) 13,727 plus (ii) one percent (1.00%) of the aggregate dollar amount of Term Advances made to the Company divided by the Warrant Price.

1.8 Adjustment in Class of Stock, Underlying Preferred Stock Price and Warrant Price in a Next Round . If the Company closes a bona fide equity financing after the Issue Date but on or before

November 30, 2011 (the “Next Round”), this Warrant shall be deemed, automatically upon the closing of the Next Round, to be exercisable for shares of the Company’s preferred stock sold in the Next Round (the “Next Round Stock”) at the price per share of the Next Round Stock (the “Next Round Price”) and the Number of Shares for which this Warrant shall be exercisable shall be automatically adjusted to equal (A) if Section 1.7 hereof is not yet applicable, $20,000 divided by the Next Round Price or (B) if Section 1.7 hereof is applicable, (i) $20,000 divided by the Next Round Price plus (ii) one percent (1.00%) of the aggregate dollar amount of Term Advances made to the Company pursuant to the Loan Agreement divided by the Next Round Price. The Shares for which this Warrant is exercisable upon such election, if at all, shall bear the same rights, preferences, and privileges of such Next Round Stock. Any adjustment to the Number of Shares, Class of Stock and/or Warrant Price made as a result of this Section 1.8 shall be in addition to any adjustment(s) to be made in accordance with Article 2 hereof.

SECTION 2. ADJUSTMENTS TO THE SHARES AND WARRANT PRICE .

2.1 Stock Dividends, Splits, Etc . If the Company declares or pays a dividend or distribution on the outstanding shares of the Class payable in common stock or other securities or property (other than cash), then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without additional cost to Holder, the total number and kind of securities and property which Holder would have received had Holder owned the Shares of record as of the date the dividend or distribution occurred. If the Company subdivides the outstanding shares of the Class by reclassification or otherwise into a greater number of shares, the number of Shares purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased. If the outstanding shares of the Class are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased and the number of Shares shall be proportionately decreased.

2.2 Reclassification, Exchange, Combinations or Substitution . Upon any event whereby all of the outstanding shares of the Class are reclassified, exchanged, combined, substituted, or replaced for, into, with or by the Company’s securities of a different class and/or series, then from and after the consummation of such event, this Warrant will be exercisable for the number, class and series of the Company’s securities that Holder would have received had the Shares been outstanding on and as of the consummation of such event, and subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, combinations substitutions, replacements or other similar events.

2.3 Conversion of Preferred Stock . In the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Articles of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “ IPO ”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

2.4 Adjustments for Diluting Issuances . Without duplication of any adjustment otherwise provided for in this Section 2, the number of shares of common stock issuable upon conversion

of the Shares shall be subject to anti-dilution adjustment from time to time in the manner set forth in the Company’s Articles of Incorporation as if the Shares were issued and outstanding on and as of the date of any such required adjustment.

2.5 No Fractional Share . No fractional Share shall be issuable upon exercise of this Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional Share interest arises upon any exercise of the Warrant, the Company shall eliminate such fractional Share interest by paying Holder in cash the amount computed by multiplying the fractional interest by (i) the fair market value (as determined in accordance with Section 1.3 above) of a full Share, less (ii) the then-effective Warrant Price.

2.6 Notice/Certificate as to Adjustments . Upon each adjustment of the Warrant Price, Class and/or number of Shares, the Company, at the Company’s expense, shall notify Holder in writing within a reasonable time setting forth the adjustments to the Warrant Price, Class and/or number of Shares and facts upon which such adjustment is based. The Company shall, upon written request from Holder, furnish Holder with a certificate of its Chief Financial Officer, including computations of such adjustment and the Warrant Price, Class and number of Shares in effect upon the date of such adjustment.

SECTION 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY .

3.1 Representations and Warranties . The Company represents and warrants to, and agrees with, the Holder as follows:

(a) The initial Warrant Price referenced on the first page of this Warrant is not greater than the price per share at which shares of the Class were last sold and issued prior to the Issue Date hereof in an arms-length transaction in which at least $500,000 of such shares were sold.

(b) All Shares which may be issued upon the exercise of this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and non-assessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws. The Company covenants that it shall at all times cause to be reserved and kept available out of its authorized and unissued capital stock such number of shares of the Class, common stock and other securities as will be sufficient to permit the exercise in full of this Warrant and the conversion of the Shares into common stock or such other securities.

(c) The Company’s capitalization table attached hereto as Schedule 1 is true and complete, in all material respects, as of the Issue Date.

3.2 Notice of Certain Events . If the Company proposes at any time to:

(a) declare any dividend or distribution upon the outstanding shares of the Class or common stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend;

(b) offer for subscription or sale pro rata to the holders of the outstanding shares of the Class any additional shares of any class or series of the Company's stock (other than pursuant to contractual pre-emptive rights);

(c) effect any reclassification, exchange, combination, substitution, reorganization or recapitalization of the outstanding shares of the Class;

(d) effect an Acquisition or to liquidate, dissolve or wind up; or

(e) effect an IPO;

then, in connection with each such event, the Company shall give Holder:

(1) at least seven (7) Business Days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of outstanding shares of the Class will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in (a) and (b) above;

(2) in the case of the matters referred to in (c) and (d) above at least seven (7) Business Days prior written notice of the date when the same will take place (and specifying the date on which the holders of outstanding shares of the Class will be entitled to exchange their shares for the securities or other property deliverable upon the occurrence of such event); and

(3) with respect to the IPO, at least seven (7) Business Days prior written notice of the date on which the Company proposes to file its registration statement in connection therewith.

Reference is made to Section 1.6(c) whereby this Warrant will be deemed to be exercised pursuant to Section 1.2 hereof if the Company does not give written notice to Holder of a Cash/Public Acquisition as required by the terms hereof. The Company will also provide information requested by Holder that is reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements.

SECTION 4. REPRESENTATIONS, WARRANTIES OF THE HOLDER.

The Holder represents and warrants to the Company as follows:

4.1 Purchase for Own Account. This Warrant and the securities to be acquired upon exercise of this Warrant by Holder are being acquired for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act. Holder also represents that it has not been formed for the specific purpose of acquiring this Warrant or the Shares.

4.2 Disclosure of Information. Holder is aware of the Company’s business affairs and financial condition and has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities. Holder further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to Holder or to which Holder has access.

4.3 Investment Experience. Holder understands that the purchase of this Warrant and its underlying securities involves substantial risk. Holder has experience as an investor in securities of

companies in the development stage and acknowledges that Holder can bear the economic risk of such Holder’s investment in this Warrant and its underlying securities and has such knowledge and experience in financial or business matters that Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and duration that enables Holder to be aware of the character, business acumen and financial circumstances of such persons.

4.4 Accredited Investor Status. Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act.

4.5 The Act. Holder understands that neither this Warrant, the Shares issuable upon exercise hereof nor the shares of the Company’s common stock issuable upon conversion of the Shares have been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein. Holder understands that this Warrant, the Shares issued upon any exercise hereof and the shares of the Company’s common stock issuable upon conversion of the Shares must be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available. Holder is aware of the provisions of Rule 144 promulgated under the Act.

4.6 No Voting Rights . Holder, as a Holder of this Warrant, will not have any voting rights until the exercise of this Warrant.

SECTION 5. MISCELLANEOUS.

5.1 Term and Automatic Conversion Upon Expiration .

(a) Term . Subject to the provisions of Section 1.6 above, this Warrant is exercisable in whole or in part at any time and from time to time on or before 6:00 PM, Pacific Time, on the Expiration Date and shall be void thereafter.

(b) Automatic Cashless Exercise upon Expiration . In the event that, upon the Expiration Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall, within a reasonable time, deliver a certificate representing the Shares (or such other securities) issued upon such exercise to Holder.

5.2 Legends . The Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in substantially the following form:

THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE ISSUER TO SILICON VALLEY BANK DATED NOVEMBER 6, 2011, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE

STATE SECURITIES LAWS OR IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

5.3 Compliance with Securities Laws on Transfer . This Warrant and the Shares issuable upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley Bank’s parent company) or any other affiliate of Holder, provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act. Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the availability of Rule 144 promulgated under the Act.

5.4 Transfer Procedure. After receipt by Silicon Valley Bank of the executed Warrant, Silicon Valley Bank will transfer all of this Warrant to its parent company, SVB Financial Group. By its acceptance of this Warrant, SVB Financial Group hereby makes to the Company each of the representations and warranties set forth in Section 4 hereof and agrees to be bound by all of the terms and conditions of this Warrant as if the original Holder hereof. Subject to the provisions of Section 5.3 and upon providing the Company with written notice, SVB Financial Group and any subsequent Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the securities issuable directly or indirectly, upon conversion of the Shares, if any) to any transferee, provided, however, in connection with any such transfer, SVB Financial Group or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee other than SVB Financial Group shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

5.5 Notices . All notices and other communications hereunder from the Company to the Holder, or vice versa, shall be deemed delivered and effective (i) when given personally, (ii) on the third (3 ^rd ) Business Day after being mailed by first-class registered or certified mail, postage prepaid, (iii) upon actual receipt if given by facsimile or electronic mail and such receipt is confirmed in writing by the recipient, or (iv) on the first Business Day following delivery to a reliable overnight courier service, courier fee prepaid, in any case at such address as may have been furnished to the Company or Holder, as the case may be, in writing by the Company or such Holder from time to time in accordance with the provisions of this Section 5.5. All notices to Holder shall be addressed as follows until the Company receives notice of a change of address in connection with a transfer or otherwise:

SVB Financial Group

Attn: Treasury Department

3003 Tasman Drive, HA 200

Santa Clara, CA 95054

Telephone: 408-654-7400

Facsimile: 408-496-2405

Email address: warradmi@svb.com

With a copy (which shall not constitute notice) to:

DLA Piper LLP (US)

Attn: Matt Schwartz, Esq.

4365 Executive Drive, Suite 1100

San Diego, California 92121

Telephone: (858) 638-6834

Facsimile: (858) 638-5134

Email: matt.schwartz@dlapiper.com

Notice to the Company shall be addressed as follows until Holder receives notice of a change in address:

SMARTSHEET.COM, INC.

Attn: Mark Mader

10500 NE 8th Street, Suite 1550

Bellevue, WA 98004

Telephone: (425) 283-1870

Facsimile: (888) 663-6866

Email: Mark.Mader@smartsheet.com

With a copy (which shall not constitute notice) to:

Fenwick & West LLP

Attn: Alan C. Smith

1191 Second Avenue, 10th Floor

Seattle, WA 98101

Telephone: (206) 389-4530

Facsimile: (206) 389-4511

Email: acsmith@fenwick.com

5.6 Waiver . This Warrant and any term hereof may be changed, waived, discharged or terminated (either generally or in a particular instance and either retroactively or prospectively) only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.

5.7 Attorney’s Fees . In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

5.8 Counterparts; Facsimile/Electronic Signatures . This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement. Any signature page delivered electronically or by facsimile shall be binding to the same extent as an original signature page with regards to any agreement subject to the terms hereof or any amendment thereto.

5.9 Entire Agreement . This Warrant and the documents referred to herein, constitute the entire agreement and understanding of the parties with respect to the subject matter of this Warrant, and supersede all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof.

5.10 Governing Law . This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to its principles regarding conflicts of law.

5.11 Headings . The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.

5.12 Business Days . “ Business Day ” is any day that is not a Saturday, Sunday or a day on which Silicon Valley Bank is closed.

[ Remainder of page left blank intentionally ]

[ Signature page follows ]

IN WITNESS WHEREOF, the parties have caused this Warrant to Purchase Stock to be executed by their duly authorized representatives effective as of the Issue Date written above.



“COMPANY”

SMARTSHEET.COM, INC.


By:	/s/ Mark Mader

Name:	Mark Mader
	(Print)
Title:	CEO



“HOLDER”

SILICON VALLEY BANK


By:	/s/ Jayson Davis

Name:	Jayson Davis
	(Print)
Title:	Relationship Manager

APPENDIX 1

NOTICE OF EXERCISE

1. The undersigned Holder hereby exercises its right purchase ___________ shares of the Common/Series ______ Preferred [circle one] Stock of SMARTSHEET.COM, INC. (the “ Company ”) in accordance with the attached Warrant To Purchase Stock, and tenders payment of the aggregate Warrant Price for such shares as follows:



[ ]	check in the amount of $___________ payable to order of the Company enclosed herewith
[ ]	Wire transfer of immediately available funds to the Company’s account
[ ]	Cashless Exercise pursuant to Section 1.2 of the Warrant
[ ]	Other [Describe]

2. Please issue a certificate or certificates representing the Shares in the name specified below:

Holder's Name

(Address)

3. By its execution below and for the benefit of the Company, Holder hereby restates each of the representations and warranties in Section 4 of the Warrant to Purchase Stock as of the date hereof.



HOLDER:




By:
Name:
Title:
(Date):

Appendix 1

SCHEDULE 1

Company Capitalization Table

See attached

Schedule 1

Exhibit 10.2

SMARTSHEET.COM, INC.

(f/k/a Navigo Technologies, Inc.)

2005 STOCK OPTION/RESTRICTED STOCK PLAN

As Amended and Restated Effective April 16, 2014

TABLE OF CONTENTS



			Page
SECTION 1.		INTRODUCTION	1
SECTION 2.		DEFINITIONS	1
	(a)	“Affiliate”	1
	(b)	“Award”	1
	(c)	“Board”	1
	(d)	“Change in Control”	1
	(e)	“Code”	2
	(f)	“Committee”	2
	(g)	“Common Stock”	2
	(h)	“Company”	2
	(i)	“Consultant”	2
	(j)	“Director”	2
	(k)	“Disability”	2
	(l)	“Employee”	2
	(m)	“Exchange Act”	2
	(n)	“Exercise Price”	2
	(o)	“Fair Market Value”	2
	(p)	“Grant”	3
	(q)	“Incentive Stock Option”	3
	(r)	“Key Employee”	3
	(s)	“Non-Employee Director”	3
	(t)	“Nonstatutory Stock Option” or “NSO”	3
	(u)	“Option”	3
	(v)	“Optionee”	3
	(w)	“Parent”	3
	(x)	“Participant”	3
	(y)	“Plan”	3
	(z)	“Restricted Stock”	3
	(aa)	“Restricted Stock Agreement”	4
	(bb)	“Securities Act”	4
	(cc)	“Service”	4
	(dd)	“Share”	4
	(ee)	“Stock Option Agreement”	4
	(ff)	“Subsidiary”	4
	(gg)	“10-Percent Shareholder”	4
SECTION 3.		ADMINISTRATION	4
	(a)	Committee Composition	4
	(b)	Authority of the Committee	5
	(c)	Indemnification	5
	(d)	Financial Reports	5
SECTION 4.		ELIGIBILITY	6
	(a)	General Rules	6
	(b)	Incentive Stock Options	6



	- i-

Page



SECTION 5.		SHARES SUBJECT TO PLAN	6
	(a)	Basic Limitation	6
	(b)	Additional Shares	6
	(c)	Dividend Equivalents	6
SECTION 6.		TERMS AND CONDITIONS OF OPTIONS	6
	(a)	Stock Option Agreemen	6
	(b)	Number of Shares	6
	(c)	Exercise Price	6
	(d)	Exercisability and Term	7
	(e)	Modifications or Assumption of Options	7
	(f)	Transferability of Options	7
(G) RESTRICTIONS ON TRANSFER			7
SECTION 7.		PAYMENT FOR OPTION SHARES	8
	(a)	General Rule	8
	(b)	Surrender of Stock	8
	(c)	Promissory Note	8
	(d)	Other Forms of Payment	8
SECTION 8.		TERMS AND CONDITIONS FOR AWARDS OF RESTRICTED STOCK.	8
	(a)	Time, Amount and Form of Awards	8
	(b)	Restricted Stock Agreement	8
	(c)	Payment for Restricted Stock	8
	(d)	Vesting Conditions	9
	(e)	Assignment or Transfer of Restricted Stock	9
	(f)	Trusts	9
	(g)	Voting and Dividend Rights	9
SECTION 9.		ADJUSTMENTS	9
SECTION 10		EFFECT OF A CHANGE IN CONTROL	10
SECTION 11.		LIMITATIONS ON RIGHTS	10
	(a)	Retention Rights	10
	(b)	Shareholders’ Rights	10
	(c)	Regulatory Requirements	11
SECTION 12.		WITHHOLDING TAXES	11
	(a)	General	11
	(b)	Share Withholding	11
SECTION 13.		DURATION AND AMENDMENTS	11
	(a)	Term of the Plan	11
	(b)	Right to Amend or Terminate the Plan	11
SECTION 14.		EXECUTION	12



	- 3 -

SMARTSHEET.COM, INC.
(f/k/a Navigo Technologies, Inc.)

2005 STOCK OPTION/RESTRICTED STOCK PLAN

SECTION 1. INTRODUCTION.

The purposes of the Plan are to promote the long-term success of the Company and the creation of shareholder value by offering Key Employees an opportunity to acquire a proprietary interest in the success of the Company, or to increase such interest; to encourage such selected persons to continue to provide services to the Company, and to attract to the Company new individuals with outstanding qualifications.

The Plan seeks to achieve these purposes by providing for Awards in the form of Restricted Stock and Options (which may constitute Incentive Stock Options or Nonstatutory Stock Options).

The Plan shall be governed by, and construed in accordance with, the laws of the State of Washington (except its choice-of-law provisions). Capitalized terms shall have the meaning provided in Section 2 unless otherwise provided in this Plan or the applicable Stock Option Agreement or Restricted Stock Agreement.

SECTION 2. DEFINITIONS.

(a) “ Affiliate ” means any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries directly or indirectly own not less than 50% of such entity. For purposes of determining an individual’s “Service,” this definition shall include any entity other than a Subsidiary, if the Company, a Parent and/or one or more Subsidiaries own not less than 50% of such entity.

(b) “Award” means an award of an Option or Restricted Stock under the Plan.

(d) “Change in Control” except as may otherwise be provided in a Stock Option Agreement, Restricted Stock Agreement or other applicable agreement, means any merger or consolidation of the Company into or with another corporation or other entity, or the sale, transfer or other disposition of all or substantially all of the assets or capital stock of the Company, or any reorganization, recapitalization or like transaction or series of related transactions having substantially equivalent effect and purpose, at the conclusion of which such merger, consolidation, sale, transfer, disposition, reorganization, recapitalization or like transaction the holders of the capital stock of the Company entitled to vote for the election of directors or similar governing body immediately prior to such transaction or series of related transactions own less than a

majority of the capital stock entitled to vote for the election of directors or similar governing body of the acquiring entity or entity surviving or resulting from such transaction or series of related transactions immediately thereafter; provided that a merger effected exclusively for the purpose of changing the domicile of the Company shall not be deemed to constitute a "Change in Control".

(e) “ Code ” means the Internal Revenue Code of 1986, as amended.

(f) “ Committee ” means a committee consisting of one or more members of the Board that is appointed by the Board (as described in Section 3) to administer the Plan.

(g) “ Common Stock ” means the Company’s common stock, without par value, and any other securities into which such shares are changed, for which such shares are exchanged or which may be issued in respect thereof.

(h) “ Company ” means Smartsheet.com, Inc., a Washington corporation.

(i) “ Consultant ” means an individual who performs bona fide services to the Company, a Parent, a Subsidiary or an Affiliate other than as an Employee, Director or a Non-Employee Director.

(j) “ Director ” means a member of the Board who is also an Employee.

(k) “ Disability ” means that the Key Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.

(l) “ Employee ” means any individual who is a common-law employee of the Company, a Parent, a Subsidiary or an Affiliate.

(m) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

(n) “ Exercise Price ” means the amount for which a Share may be purchased upon exercise of an Option, as specified in the applicable Stock Option Agreement.

(o) “ Fair Market Value ” means the market price of Shares, determined by the Committee as follows:

(i) If the Shares were traded on a stock exchange on the date in question, then the Fair Market Value shall be equal to the closing price reported by the applicable composite transactions report for the applicable date;

(ii) If the Shares were traded over-the-counter on the date in question and were classified as a national market issue or small-cap issue, then the Fair Market Value shall be equal to the closing price quoted by the NASDAQ system for the applicable date;

(iii) If the Shares were traded over-the-counter on the date in question but were not classified as a national market issue or small-cap issue, then the Fair Market Value shall be equal to the mean between the last reported representative bid and asked prices quoted by the applicable trading market for the applicable date; and

(iv) If none of the foregoing provisions is applicable, then the Fair Market Value shall be determined by the Committee in good faith on such basis as it deems appropriate.

Whenever possible, the determination of Fair Market Value by the Committee shall be based on the prices reported in The Wall Street Journal . Such determination shall be conclusive and binding on all persons.

(p) “ Grant ” means any grant of an Award under the Plan.

(q) “ Incentive Stock Option ” or “ ISO ” means an incentive stock option described in Code section 422(b).

(r) “ Key Employee ” means an Employee, Director, Non-Employee Director or Consultant who has been selected by the Committee to receive an Award under the Plan.

(s) “ Non-Employee Director ” means a member of the Board who is not an Employee.

(t) “ Nonstatutory Stock Option ” or “ NSO ” means a stock option that is not an ISO.

(u) “ Option ” means an ISO or NSO granted under the Plan entitling the Optionee to purchase Shares.

(v) “ Optionee ” means an individual, estate or other entity that holds an Option.

(w) “ Parent ” means a “parent corporation” of the Company as defined under Code section 424 or its successor provision. An entity that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.

(x) “Participant” means an individual or estate or other entity that holds an Award.

(y) “ Plan ” means this Smartsheet.com, Inc. 2005 Stock Option/Restricted Stock Plan as it may be amended from time to time.

(z) “Restricted Stock” means a Share awarded under Section 8 of the Plan.

(aa) “Restricted Stock Agreement” means the agreement described in Section 8 evidencing an Award of Restricted Stock.

(bb) “ Securities Act ” means the Securities Act of 1933, as amended.

(cc) “ Service ” means service as an Employee, Director, Non-Employee Director or Consultant.

(dd) “ Share ” means one share of Common Stock.

(ee) “ Stock Option Agreement ” means the agreement described in Section 6 evidencing a Grant of an Option.

(ff) “ Subsidiary ” means any “subsidiary corporation” of the Company as defined under Code section 424(f) or its successor provision (other than the Company). An entity that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.

(gg) “ 10-Percent Shareholder ” means an individual who owns more than ten percent (10%) of the total combined voting power of all classes of outstanding stock of the Company, its Parent or any of its Subsidiaries. In determining stock ownership, the attribution rules of section 424(d) of the Code shall be applied.

SECTION 3. ADMINISTRATION.

(a) Committee Composition . A Committee appointed by the Board shall administer the Plan. The Board shall designate one of the members of the Committee as chairperson. If no Committee has been approved, the entire Board shall constitute the Committee. Members of the Committee shall serve for such period of time as the Board may determine and shall be subject to removal by the Board at any time. The Board may also at any time terminate the functions of the Committee and reassume all powers and authority previously delegated to the Committee.

Effective with the Company’s initial public offering, the Committee shall consist either (i) of those individuals who shall satisfy the requirements of Rule 16b-3 (or its successor) under the Exchange Act with respect to Awards granted to persons who are officers or directors subject to Section 16 of the Exchange Act or (ii) of the Board itself.

The Board may also appoint one or more separate committees of the Board, each composed of one or more directors of the Company who need not qualify under Rule 16b-3, who may administer the Plan with respect to Key Employees who are not considered officers or directors of the Company under Section 16 of the Exchange Act, may grant Awards under the Plan to such Key Employees and may determine all terms of such Awards.

Notwithstanding the foregoing, the Board shall constitute the Committee and shall administer the Plan with respect to all Awards granted to Non-Employee Directors.

(b) Authority of the Committee . Subject to the provisions of the Plan, the Committee shall have full authority and discretion to take any actions it deems necessary or advisable for the administration of the Plan. Such actions shall include:

(i) selecting Key Employees who are to receive Awards under the Plan;

(ii) determining the type, number, vesting requirements and other features and conditions of such Awards;

(iii) interpreting the Plan;

(iv) effectuating an exchange of Awards for other Awards or other consideration;

(v) creating such plans or subplans as may be necessary or advisable to allow the grant of Awards under the Plan in non-United States jurisdictions or to non-United States taxpayers; and

(vi) making all other decisions relating to the operation of the Plan.

The Committee may adopt such rules or guidelines, as it deems appropriate to implement the Plan. The Committee’s determinations under the Plan shall be final and binding on all persons.

(c) Indemnification . Except arising from any action taken, or failure to act, in bad faith, each member of the Committee, or of the Board, shall be indemnified and held harmless by the Company against and from (i) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or any Stock Option Agreement or Restricted Stock Agreement, and (ii) from any and all amounts paid by him or her, with the Company’s prior approval, in settlement thereof or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided he or she shall have given the Company a reasonable opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold them harmless.

(d) Financial Reports . The Company shall furnish to Participants a copy of such financial information required by applicable law.

SECTION 4. ELIGIBILITY.

(a) General Rules . Only Employees, Directors, Non-Employee Directors and Consultants shall be eligible for designation as Key Employees by the Committee.

(b) Incentive Stock Options . Only Key Employees who are common-law employees of the Company, a Parent or a Subsidiary shall be eligible for the grant of ISOs. In addition, a Key Employee who is a 10-Percent Shareholder shall not be eligible for the grant of an ISO unless the requirements set forth in section 422(c)(5) of the Code are satisfied.

SECTION 5. SHARES SUBJECT TO PLAN.

(a) Basic Limitation . The stock issuable under the Plan shall be authorized but unissued Shares or treasury Shares. The aggregate number of Shares reserved for Awards under the Plan shall not exceed Seventeen Million Four Hundred Forty-Three Thousand Three Hundred Fifty-Three (17,443,353) on a fully diluted basis, subject to adjustment pursuant to Section 9. Seventeen Million Four Hundred Forty-Three Thousand Three Hundred Fifty-Three (17,443,353) Shares shall be available for issuance as ISOs.

(b) Additional Shares . If Awards are forfeited or terminate for any other reason before being exercised, then the Shares underlying such Awards shall again become available for Awards under the Plan.

(c) Dividend Equivalents . Any dividend equivalents distributed under the Plan shall not be applied against the number of Shares available for Awards.

SECTION 6. TERMS AND CONDITIONS OF OPTIONS.

(a) Stock Option Agreement . Each Grant under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions that are not inconsistent with the Plan and that the Committee deems appropriate for inclusion in a Stock Option Agreement. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical. A Stock Option Agreement may provide that new Options will be granted automatically to the Optionee when he or she exercises the prior Options. The Stock Option Agreement shall also specify whether the Option is an ISO or an NSO.

(b) Number of Shares . Each Stock Option Agreement shall specify the number of Shares that are subject to the Option and shall provide for the adjustment of such number in accordance with Section 9.

(c) Exercise Price . An Option’s Exercise Price shall be established by the Committee and set forth in a Stock Option Agreement. To the extent required by applicable law the Exercise Price of an ISO shall not be less than 100% of the Fair Market Value (110% for 10-Percent Shareholders) of a Share on the date of Grant. In the case of an NSO, a Stock Option Agreement may specify an Exercise Price that varies in accordance with a predetermined formula while the NSO is outstanding. To the extent required by

applicable law, the Exercise Price for an NSO shall not be less than 85% of the Fair Market Value (110% for 10-Percent Shareholders) of a Share on the date of Grant.

(d) Exercisability and Term . Each Stock Option Agreement shall specify the date when all or any installment of the Option is to become exercisable. To the extent required by applicable law, Options shall vest at least as rapidly as 20% annually over a five-year period. The Stock Option Agreement shall also specify the term of the Option; provided that the term of an ISO, and to the extent required by applicable law a NSO, shall in no event exceed ten (10) years from the date of Grant. An ISO that is granted to a 10-Percent Shareholder shall have a maximum term of five (5) years. To the extent required by applicable law, vested Options shall be exercisable for a minimum period of six (6) months following termination of employment due to death or Disability and thirty (30) days following termination of employment (other than terminations for cause, as defined in the Company’s personnel policies). Notwithstanding the previous sentence, no Option can be exercised after the expiration date provided in the applicable Stock Option Agreement. A Stock Option Agreement may provide for accelerated exercisability in the event of the Optionee’s death, disability or retirement or other events and may provide for expiration prior to the end of its term in the event of the termination of the Optionee’s service. A Stock Option Agreement may permit an Optionee to exercise an Option before it is vested, subject to the Company’s right of repurchase over any Shares acquired under the unvested portion of the Option (an “early exercise”), which right of repurchase shall lapse at the same rate the Option would have vested had there been no early exercise. In no event shall the Company be required to issue fractional Shares upon the exercise of an Option.

(e) Modifications or Assumption of Options . Within the limitations of the Plan, the Committee may modify, extend or assume outstanding options (including modification of the Exercise Price thereof) or may accept the cancellation of outstanding options (whether granted by the Company or by another issuer) in return for the grant of new Awards for the same or a different number of Shares and, in the case of new Options, at the same or a different Exercise Price. The foregoing notwithstanding, no such modification of an Option shall, without the consent of the Optionee, alter or impair his or her rights or obligations under such Option.

(f) Transferability of Options . Except as otherwise provided in the applicable Stock Option Agreement and then only to the extent permitted by applicable law, no Option shall be transferable by the Optionee other than by will or by the laws of descent and distribution. Except as otherwise provided in the applicable Stock Option Agreement, an Option may be exercised during the lifetime of the Optionee only or by the guardian or legal representative of the Optionee. No Option or interest therein may be assigned, pledged or hypothecated by the Optionee during his lifetime, whether by operation of law or otherwise, or be made subject to execution, attachment or similar process.

(g) Restrictions on Transfer . Any Shares issued upon exercise of an Option shall be subject to such rights of repurchase, rights of first refusal and other transfer restrictions as

the Committee may determine. Such restrictions shall apply in addition to any restrictions that may apply to holders of Shares generally and shall also comply to the extent necessary with applicable law.

SECTION 7. PAYMENT FOR OPTION SHARES.

(a) General Rule . The entire Exercise Price of Shares issued upon exercise of Options shall be payable in cash at the time when such Shares are purchased, except as follows:

(i) In the case of an ISO granted under the Plan, payment shall be made only pursuant to the express provisions of the applicable Stock Option Agreement. The Stock Option Agreement may specify that payment may be made in any form(s) described in this Section 7.

(ii) In the case of an NSO granted under the Plan, the Committee may in its discretion, at any time accept payment in any form(s) described in this Section 7.

(b) Surrender of Stock . To the extent that this Section 7(b) is applicable, payment for all or any part of the Exercise Price may be made with Shares which have already been owned by the Optionee for such duration as shall be specified by the Committee. Such Shares shall be valued at their Fair Market Value on the date when the new Shares are purchased under the Plan.

(c) Promissory Note . To the extent that this Section 7(c) is applicable, payment for all or any part of the Exercise Price may be made with a promissory note if permitted by applicable laws, regulations and rules.

(d) Other Forms of Payment . To the extent that this Section 7(d) is applicable, payment may be made in any other form that is consistent with applicable laws, regulations and rules.

SECTION 8. TERMS AND CONDITIONS FOR AWARDS OF RESTRICTED STOCK.

(a) Time, Amount and Form of Awards . Awards under this Section 8 may be granted in the form of Restricted Stock.

(b) Restricted Stock Agreement . Each Award of Restricted Stock under the Plan shall be evidenced by a Restricted Stock Agreement between the Participant and the Company. Such Awards shall be subject to all applicable terms and conditions of the Plan and applicable law and may be subject to any other terms and conditions that are not inconsistent with the Plan and applicable law and that the Committee deems appropriate for inclusion in a Restricted Stock Agreement. The provisions of the various Restricted Stock Agreements entered into under the Plan need not be identical.

(d) Vesting Conditions. Each Award of Restricted Stock shall become vested, in full or in installments, upon satisfaction of the conditions specified in the Restricted Stock Agreement. A Restricted Stock Agreement may provide for accelerated vesting in the event of the Participant’s death, Disability or retirement or other events.

(e) Assignment or Transfer of Restricted Stock. Except as provided in Section 12, or in a Restricted Stock Agreement, or as required by applicable law, a Restricted Stock Award granted under the Plan shall not be anticipated, assigned, attached, garnished, optioned, transferred or made subject to any creditor’s process, whether voluntarily, involuntarily or by operation of law. Any act in violation of this Section 8(e) shall be void. However, this Section 8(e) shall not preclude a Participant from designating a beneficiary who will receive any outstanding Restricted Stock Awards in the event of the Participant’s death, nor shall it preclude a transfer of Restricted Stock Awards by will or by the laws of descent and distribution.

(f) Trusts. Neither this Section 8 nor any other provision of the Plan shall preclude a Participant from transferring or assigning Restricted Stock to (a) the trustee of a trust that is revocable by such Participant alone, both at the time of the transfer or assignment and at all times thereafter prior to such Participant’s death, or (b) the trustee of any other trust to the extent approved in advance by the Committee in writing. A transfer or assignment of Restricted Stock from such trustee to any person other than such Participant shall be permitted only to the extent approved in advance by the Committee in writing, and Restricted Stock held by such trustee shall be subject to all of the conditions and restrictions set forth in the Plan and in the applicable Restricted Stock Agreement, as if such trustee were a party to such Agreement.

(g) Voting and Dividend Rights. The holders of Restricted Stock awarded under the Plan shall have the same voting, dividend and other rights as the Company’s other shareholders. A Restricted Stock Agreement, however, may require that the holders of Restricted Stock invest any cash dividends received in additional Restricted Stock. Such additional Restricted Stock shall be subject to the same conditions and restrictions as the Award with respect to which the dividends were paid. Such additional Restricted Stock shall not reduce the number of Shares available under Section 5.

SECTION 9. ADJUSTMENTS.

(a) In the event of a subdivision of the outstanding Shares, a declaration of a dividend payable in Shares, a declaration of a dividend payable in a form other than Shares in an amount that has a material effect on the price of Shares, a reclassification of the Shares, a combination or consolidation of the outstanding Shares (by reclassification or otherwise), a recapitalization, reorganization, merger, liquidation, spin-off, split-up, distribution, stock split or reverse stock split, exchange of shares, repurchase of shares, change in

corporate structure or other similar occurrence, the Committee shall make such adjustments, if any, as it deems appropriate in its sole discretion (and, if required by applicable law, shall make proportionate adjustments) in one or more of:

(i) the number and class of Shares or other stock or securities available for future Awards under Section 5;

(ii) the number and class of Shares or other stock or securities covered by each outstanding Award; or

(iii) the Exercise Price under each outstanding Option.

(b) If by reason of an adjustment pursuant to this Section 9 a Participant’s Award shall cover additional or different shares of stock or securities, then such additional or different shares and the Award in respect thereof shall be subject to all of the terms, conditions and restrictions which were applicable to the Award and the Shares subject to the Award prior to such adjustment.

SECTION 10. EFFECT OF A CHANGE IN CONTROL.

(a) Merger or Reorganization. In the event that the Company is a party to a merger, reorganization or other corporate transaction, outstanding Awards shall be subject to the agreement providing for such merger, reorganization or corporate transaction. Such agreement need not provide for uniform treatment of Awards (or portions thereof) and may provide, without limitation, for the assumption of outstanding Awards (or portions thereof) by the surviving corporation or its parent, for their continuation by the Company (if the Company is a surviving corporation), for accelerated vesting or for their cancellation with or without consideration, in all cases without the consent of the Participant.

(b) Acceleration. Except as otherwise provided in the applicable Stock Option Agreement or Restricted Stock Agreement, in the event that a Change in Control occurs and the applicable agreement providing for the merger, reorganization or corporate transaction provides for assumption or continuation of Awards pursuant to Section 10(a), no acceleration of vesting shall occur. In the event that a Change in Control occurs and there is no assumption or continuation of Awards pursuant to Section 10(a), all Awards shall vest and become immediately exercisable.

SECTION 11. LIMITATIONS ON RIGHTS.

(a) Retention Rights . Neither the Plan nor any Award granted under the Plan shall be deemed to give any individual a right to remain or become an employee, consultant or director of the Company, a Parent, a Subsidiary or an Affiliate. The Company and its Parents and Subsidiaries and Affiliates reserve the right to terminate the Service of any

person at any time, and for any reason, subject to applicable laws, the Company’s Articles of Incorporation and Bylaws and a written employment agreement (if any).

(b) Shareholders’ Rights . A Participant shall have no dividend rights, voting rights or other rights as a shareholder with respect to any Shares covered by his or her Award prior to the issuance of a stock certificate for such Shares. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date when such certificate is issued, except as expressly provided in Section 9.

(c) Regulatory Requirements . Any other provision of the Plan notwithstanding, the obligation of the Company to issue Shares under the Plan shall be subject to all applicable laws, rules and regulations and such approval by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of Shares pursuant to any Award prior to the satisfaction of all legal requirements relating to the issuance of such Shares, to their registration, qualification or listing or to an exemption from registration, qualification or listing.

SECTION 12. WITHHOLDING TAXES.

(a) General . A Participant shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise in connection with his or her Award. The Company shall not be required to issue any Shares or make any cash payment under the Plan until such obligations are satisfied.

(b) Share Withholding . Subject to limitation by the Committee due to accounting considerations, if a public market for the Company’s Shares exists, the Committee may permit a Participant to satisfy all or part of his or her withholding or income tax obligations by having the Company withhold all or a portion of any Shares that otherwise would be issued to him or her or by surrendering all or a portion of any Shares that he or she previously acquired. Such Shares shall be valued at their Fair Market Value on the date when taxes otherwise would be withheld in cash. Any payment of taxes by assigning Shares to the Company may be subject to restrictions, including, but not limited to, any restrictions required by rules of the Securities and Exchange Commission.

SECTION 13. DURATION AND AMENDMENTS.

(a) Term of the Plan . The Plan, as set forth herein, shall become effective on the date of its adoption by the Board, subject to the approval of the Company’s shareholders. No Options shall be exercisable until such shareholder approval is obtained. In the event that the shareholders fail to approve the Plan within twelve (12) months after its adoption by the Board, any Awards made shall be null and void and no additional Awards shall be made. The Plan shall terminate on the date that is ten (10) years after its adoption by the Board and may be terminated on any earlier date pursuant to Section 13(b).

(b) Right to Amend or Terminate the Plan . The Board may amend or terminate the Plan at any time and for any reason. The termination of the Plan, or any amendment thereof, shall not affect any Award previously granted under the Plan. No Awards shall be granted under the Plan after the Plan’s termination. An amendment of the Plan shall be subject to the approval of the Company’s shareholders only to the extent required by applicable laws, regulations or rules.

SECTION 14. EXECUTION.

To record the adoption of the Plan by the Board, the Company has caused its duly authorized officer to execute this Plan on behalf of the Company.

******************************************************************************

Approved by Board of Directors on July 9, 2005 (150,000 shares reserved) and by shareholders on July 11, 2005

Amended by Board of Directors effective May 16, 2006 and approved by the shareholders on May 16, 2006 to increase option pool by 375,000 shares to 525,000 shares

Amended by Board of Directors effective May 24, 2007 and approved by the shareholders on May 24, 2007 to increase option pool by 527,827 shares to 1,052,827 shares

Amended by Board of Directors effective September 7, 2010 and approved by the shareholders on September 8, 2010 to increase option pool by 327,498 shares to 1,380,325 shares

Amended by Board of Directors effective January 5, 2012 and approved by the shareholders on February 14, 2012 to increase option pool by 411,819 shares to 1,792,144 shares

Amended by Board of Directors and shareholders effective November 20, 2012 to increase option pool by 783,402 shares to 2,575,546 shares

Amended by Board of Directors and shareholders effective February 4, 2014 to increase option pool by 435,000 shares and to amend options reserved under plan to 15,052,730 shares in connection with 5-for-1 forward split of Company’s stock

Amended by Board of Directors and shareholders effective April 16, 2014 to increase option pool by 2,390,623 to 17,433,353 shares

SMARTSHEET.COM, INC.
2005 STOCK OPTION/RESTRICTED STOCK PLAN

RESTRICTED STOCK AGREEMENT

Smartsheet.com, Inc., a Washington corporation (the “Company”), hereby awards shares of Restricted Stock to the Participant named below. The terms and conditions of the Award are set forth in this cover sheet, in the attachment and in the 2005 Stock Option/Restricted Stock Plan (the “Plan”).

Date of Award: ________________, [YEAR]

Name of Participant:_____________________________________________________________

Participant’s Social Security Number: _____-____-_____

Number of shares of Restricted Stock Awarded:_______________________________________

Amount Paid by Participant for the shares of Restricted Stock: $_________________________

Aggregate Fair Market Value of Restricted Stock on Date of Award: $______________

By signing this cover sheet, you agree to all of the terms and conditions described in this cover sheet, in the attachment and in the Plan. You are also acknowledging receipt of this Agreement and a copy of the Plan.

Participant:____________________________________________________________________

(Signature)

Company:_____________________________________________________________________

(Signature)

Title:___________________________________________________________________

Attachment : 2005 Stock Option/Restricted Stock Plan

SMARTSHEET.COM, INC.
2005 STOCK OPTION/RESTRICTED STOCK PLAN

RESTRICTED STOCK AGREEMENT



The Plan and Other Agreements	The text of the Plan is incorporated in this Agreement by this reference. You and the Company agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement. Unless otherwise defined in this Agreement, certain capitalized terms used in this Agreement are defined in the Plan. This Agreement, the attached Exhibits and the Plan constitute the entire understanding between you and the Company regarding this Award of Restricted Stock. Any prior agreements, commitments or negotiations are superseded.
Award of Restricted Stock	The Company awards you the number of shares of Restricted Stock shown on the cover sheet of this Agreement. The Award is subject to the terms and conditions of this Agreement and the Plan.
Vesting	As long as you render continuous Service, you will become vested as to 25% of the total number of shares of Restricted Stock awarded, as shown above on the cover sheet, on the first anniversary of the Date of Award. Thereafter, the Restricted Stock vests at the rate of one-forty-eighth (1/48) monthly for each of the thirty-five (35) months following the month of the one-year anniversary of the Date of Award. The resulting number of shares will be rounded to the nearest whole number. The remaining number of shares of Restricted Stock covered by this Award will vest on the thirty-sixth (36th) month following the month of the one-year anniversary of the Date of Award. In the event that your Service ceases prior to the fourth anniversary of the Date of Award, you will forfeit to the Company all of the unvested Restricted Stock subject to this Award. The Company will make a pro-rated cash payment to you that reimburses you, without interest or appreciation, for the amount, if any, that you previously paid to the Company (as shown on the cover sheet of this Agreement) with respect to purchasing such unvested shares of Restricted Stock.



Escrow	The certificates for the Restricted Stock shall be deposited in escrow with the Secretary of the Company to be held in accordance with the provisions of this paragraph. Each deposited certificate shall be accompanied by a duly executed Assignment Separate from Certificate in the form attached hereto as Exhibit A . The deposited certificates, shall remain in escrow until such time as the certificates are to be released or otherwise surrendered for cancellation as discussed below. Upon delivery of the certificates to the Company, you shall be issued an instrument of deposit acknowledging the number of shares of Restricted Stock delivered in escrow to the Secretary of the Company. All regular cash dividends on the Restricted Stock shall be paid directly to you and shall not be held in escrow. However, any new, substituted or additional securities or other property which is issued or distributed with respect to your shares of Restricted Stock shall be immediately delivered to the Secretary of the Company to be held in escrow hereunder, but only to the extent such shares are at the time subject to the escrow requirements hereof. The Restricted Stock held in escrow hereunder shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company: • When your interest in the Restricted Stock vests as described above, the certificates for such vested Restricted Stock shall be released from escrow and delivered to you, at your request, in accordance with the following schedule: • The release of any vested Restricted Stock from escrow shall be effected within thirty (30) days following the corresponding vesting date. • Upon termination of your Service, any unvested Restricted Stock shall be surrendered to the Company and any escrowed Restricted Stock which at the time shall have vested shall be released from escrow within thirty (30) days following termination of your Service.



Code Section 83(b) Election	Under Section 83 of the Code, the Fair Market Value of the Restricted Stock on the date it vests less the amount of consideration paid by you (if any) for such Restricted Stock will be reportable as ordinary income at that time. You may elect to be taxed at the time the Restricted Stock is acquired to the extent that the Fair Market Value of the Restricted Stock exceeds the amount of consideration paid by you (if any) for such Restricted Stock at that time rather than when such Restricted Stock vests, by filing an election under Section 83(b) of the Code with the Internal Revenue Service within thirty (30) days after the Date of Award. The form for making this election is attached as Exhibit B hereto. Failure to make this filing within the thirty (30) day period will result in the recognition of ordinary income by you with respect to any increase in the Fair Market Value of the Restricted Stock after the Date of Award as the Restricted Stock vests. YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF YOU REQUEST THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON YOUR BEHALF. YOU ARE RELYING SOLELY ON YOUR OWN ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE A CODE SECTION 83(b) ELECTION.
Leaves of Absence	For purposes of this Agreement, while you are a common-law employee, your Service does not terminate when you go on a bona fide leave of absence that was approved by the Company (or its Parent, Subsidiary or Affiliate) in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends, unless you immediately return to active work. The Company determines which leaves count for this purpose, and when your Service terminates for all purposes under the Plan.
Voting and Other Rights	Subject to the terms of this Agreement, you shall have all the rights and privileges of a shareholder of the Company while the Restricted Stock is held in escrow, including the right to vote and to receive dividends (if any).
Restrictions on Issuance	The Company will not issue any Restricted Stock or vested Shares if the issuance of such Restricted Stock or Shares at that time would violate any law or regulation.
Withholding Taxes	The release of the Restricted Stock from escrow will not be allowed unless you make acceptable arrangements to pay any withholding or other taxes that may be due.



Restrictions on Resale	By signing this Agreement, you agree not to sell, pledge or transfer in any manner any Restricted Stock prior to its vesting or sell, pledge or transfer in any manner any vested Shares acquired under this Award at a time when applicable laws, regulations or Company or underwriter trading policies prohibit sale. In particular, in connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, you shall not sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or agree to engage in any of the foregoing transactions with respect to any vested Shares acquired under this Award without the prior written consent of the Company or its underwriters, for such period of time after the effective date of such registration statement as may be requested by the Company or the underwriters. If the sale of vested Shares acquired under this Award is not registered under the Securities Act, but an exemption is available which requires an investment or other representation and warranty, you shall represent and agree that the Shares being acquired are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations and warranties as are deemed necessary or appropriate by the Company and its counsel.



The Company’s Right of First Refusal	In the event that you propose to sell, pledge or otherwise transfer to a third party any vested Shares acquired under this Agreement, or any interest in such Shares, the Company shall have the “Right of First Refusal” with respect to all (and not less than all) of such Shares. If you desire to transfer vested Shares acquired under this Agreement, you must give a written “Transfer Notice” to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price and the name and address of the proposed transferee. The Transfer Notice shall be signed both by you and by the proposed new transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted in the next paragraph) by delivery of a notice of exercise of the Right of First Refusal within thirty (30) days after the date when the Transfer Notice was received by the Company. The Company’s rights under this subsection shall be freely assignable, in whole or in part. If the Company fails to exercise its Right of First Refusal within thirty (30) days after the date when it received the Transfer Notice, you may, not later than ninety (90) days following receipt of the Transfer Notice by the Company, conclude a transfer of the vested Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by you, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in this paragraph and the paragraph above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the vested Shares on the terms set forth in the Transfer Notice within sixty (60) days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Shares was to be made in a form other than lawful money paid at the time of transfer, the Company shall have the option of paying for the Shares with lawful money equal to the present value of the consideration described in the Transfer Notice. The Company’s Right of First Refusal shall inure to the benefit of its successors and assigns and shall be binding upon any transferee of the Shares. The Company’s Right of First Refusal shall terminate in the event that the Company’s Shares are listed on an established stock exchange or are quoted regularly on the NASDAQ National Market.



Right of Repurchase	Following termination of your Service for any reason, the Company shall have the right to purchase all of those vested Shares that you have acquired under this Agreement (the “Right of Repurchase”). If the Company exercises the Right of Repurchase, the purchase price shall be the Fair Market Value of those Shares on the date of purchase and shall be paid in cash. The Company will notify you of its intention to purchase such Shares, and will consummate the purchase within the period established by applicable law. The Right of Repurchase shall terminate in the event that the Company’s Shares are listed on an established stock exchange or are quoted regularly on the NASDAQ National Market. Should the Company exercise the Right of Repurchase with respect to any vested Shares, then the certificates for such vested Shares shall be delivered to the Company for cancellation, concurrently with the payment to you, in cash or cash equivalent (including the cancellation of any indebtedness), of an amount equal to the Fair Market Value for such vested Shares, and you shall have no further rights with respect to such vested Shares.
No Retention Rights	This agreement is not an employment agreement and does not give you the right to be retained by the Company (or its Parent, Subsidiaries or Affiliates) in any capacity. The Company (or its Parent, Subsidiaries or Affiliates) reserves the right to terminate your service at any time and for any reason.



Legends	All certificates representing the Restricted Stock issued under this Award shall, where applicable, have endorsed thereon substantially the following legends: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE REGISTERED HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.” “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS (COLLECTIVELY, THE “ACTS”). NO INTEREST IN SUCH SHARES MAY BE SOLD, ENCUMBERED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACTS COVERING THE TRANSACTION, (B) THIS CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THIS CORPORATION STATING THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACTS, OR (C) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACTS.”
Applicable Law	This Agreement will be interpreted and enforced under the laws of the State of Washington (except its choice-of-law provisions).

By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan. Any inconsistency between this Agreement and the Plan shall be resolved by reference to the Plan.

EXHIBIT A

ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED and pursuant to that certain Restricted Stock Agreement dated as of [DATE] , the undersigned hereby sells, assigns and transfers unto Smartsheet.com, Inc., a Washington corporation, [NUMBER] shares of the Common Stock represented by certificate No. [CERTIFICATE NUMBER] , herewith, and does hereby irrevocably constitute and appoint ___________ attorney-in-fact to transfer the said stock on the books of the said corporation with full power of substitution in the premises.

Dated: ____________




	[TYPE NAME]

A-1

EXHIBIT B

ELECTION UNDER SECTION 83(b) OF
THE INTERNAL REVENUE CODE

The undersigned hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code with respect to the property described below and supplies the following information in accordance with the regulations promulgated thereunder:

1. The name, address and social security number of the undersigned:







Social Security No.:


2.	Description of property with respect to which the election is being made:

________________shares of common stock of_________________________________ (the “Company”).


3.	The date on which the property was transferred is _____________, [YEAR] .


4.	The taxable year to which this election relates is calendar year [YEAR] .


5.	Nature of restrictions to which the property is subject:

The shares of stock are subject to the provisions of a Stock Award Agreement (the “Agreement”) between the undersigned and the Company. The shares of stock are subject to forfeiture under the terms of the Agreement.


6.	The fair market value of the property at the time of transfer (determined without regard to any lapse restriction) was $__________ per share, [for a total of $__________.]


7.	The amount paid by taxpayer for the property was $__________.


8.	A copy of this statement has been furnished to the Company.

Dated: _____________ __, [YEAR] .

[Taxpayer’s Name]

SMARTSHEET.COM, INC.

2005 STOCK OPTION/RESTRICTED STOCK PLAN

NONSTATUTORY STOCK OPTION AGREEMENT

(Immediately Exercisable)

Smartsheet.com, Inc., a Washington corporation (the “Company”), hereby grants an Option to purchase shares of its Common Stock (the “Shares”) to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet, in the attachment and in the Company’s 2005 Stock Option/Restricted Stock Plan (the “Plan”).

Date of Option Grant: __________________, 200__

Name of Optionee: _________________________________________________

State/Country of Residency:

Optionee’s Social Security Number: _____-____-_____

Number of Shares of Common Stock Covered by Option: ______________

Exercise Price per Share: $_____.___

Vesting Start Date: __________________

By signing this cover sheet, you agree to all of the terms and conditions described in this cover sheet, in the attachment and in the Plan, a copy of which is also enclosed.



Optionee:
(Signature)
Company:	By:
(Signature)
	Name:
	Title:

SMARTSHEET.COM, INC.

2005 STOCK OPTION/RESTRICTED STOCK PLAN

NONSTATUTORY STOCK OPTION AGREEMENT
(Immediately Exercisable)



The Plan and Other Agreements	The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded.
Nonstatutory Stock Option	This Option is not intended to be an incentive stock option under section 422 of the Code and will be interpreted accordingly.
Exercise and Vesting	This Option is immediately exercisable on the Date of Grant as shown on the cover sheet as to all of the Shares covered by this Option. The Shares under this Option will vest as to [one-fourth (1/4)] of the total number of Shares covered by this Option, as shown above, on the one-year anniversary of the Vesting Start Date. Thereafter, the Shares shall vest at a rate of [one-forty-eighth (1/48)] monthly for each of the [thirty-five (35) months] following the month of the one-year anniversary of the Vesting Start Date. The resulting number of Shares will be rounded to the nearest whole number. The remaining number of Shares covered by this Option will vest on the [thirty-sixth (36th)] month following the month of the one-year anniversary of the Vesting Start Date. No Shares will vest after your Service has terminated for any reason.
Right of Repurchase	Following termination of your Service for any reason, the Company shall have the right to purchase all of those unvested Shares that you have acquired or will acquire under this Option (the “Right of Repurchase”). If the Company exercises the Right of Repurchase, the purchase price for any unvested Shares repurchased shall be their aggregate Exercise Price and shall be paid in cash. The Company will notify you of its intention to repurchase Shares, and will consummate the purchase within one hundred eighty (180) days or such other period established by applicable law.
Term	Your Option will expire in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Date of Option Grant, as shown on the cover sheet. Your Option will expire earlier if your Service terminates, as described below.
Regular Termination	If your Service terminates for any reason, other than death, Disability or Cause, as defined below, then your Option will expire at the close of business at Company headquarters on the 90th day after your termination date.



Termination for Cause	If your Service is terminated for Cause, as determined by the Committee in its sole discretion, then you shall immediately forfeit all rights to your Option and the Option shall immediately expire. For purposes of this Agreement, “Cause” shall mean the termination of your Service due to your commission of any act of fraud, embezzlement or dishonesty; any unauthorized use or disclosure of confidential information or trade secrets of the Company (or any Parent, Subsidiary or Affiliate); or any intentional misconduct adversely affecting the business or affairs of the Company (or any Parent, Subsidiary or Affiliate) in a material manner. This definition shall not restrict in any way the Company’s or any Parent’s, Subsidiary’s or Affiliate’s right to discharge you for any other reason, nor shall this definition be deemed to be inclusive of all the acts or omissions which constitute “cause” for purposes other than this Agreement.
Death	If your Service terminates because of your death, then your Option will expire at the close of business at Company headquarters on the date twelve (12) months after the date of death. During that twelve (12) month period, your estate or heirs may exercise the vested portion of your Option.
Disability	If your Service terminates because of your Disability, then your Option will expire at the close of business at Company headquarters on the date twelve (12) months after your termination date.
Leaves of Absence	For purposes of this Option, your Service does not terminate when you go on a bona fide leave of absence that was approved by the Company in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to active work. The Company determines which leaves count for this purpose, and when your Service terminates for all purposes under the Plan.



Restrictions on Exercise and Resale	By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if the Company determines (in its sole discretion) that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any applicable state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the immediately exercisable nature of this Option other than to limit the periods during which this Option shall be exercisable. In addition, in connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, you shall not sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or agree to engage in any of the foregoing transactions with respect to any Shares acquired under this Option without the prior written consent of the Company or its underwriters, for such period of time after the effective date of such registration statement as may be requested by the Company or the underwriters. If the sale of Shares under the Plan is not registered under the Securities Act, but an exemption is available which requires an investment or other representation, you shall represent and agree at the time of exercise that the Shares being acquired upon exercise of this Option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel.



Notice of Exercise	When you wish to exercise this Option, you must notify the Company by filing the proper “Notice of Exercise” form at the address given on the form. Your notice must specify how many Shares you wish to purchase. Your notice must also specify how your Shares should be registered (in your name only or in your and your spouse’s names as community property or as joint tenants with right of survivorship). The notice will be effective when it is received by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.
Form of Payment	When you submit your notice of exercise, you must include payment of the Exercise Price for the Shares you are purchasing. Payment may be made in one (or a combination) of the following forms: • Cash, your personal check, a cashier’s check or a money order. • Shares which have already been owned by you for more than six (6) months and which are surrendered to the Company. The value of the Shares, determined as of the effective date of the Option exercise, will be applied to the Exercise Price. • If permitted by applicable laws, regulations and rules, to the extent a public market for the Shares exists as determined by the Company, by delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price.
Withholding Taxes	You will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise or vesting or the sale of Shares acquired upon exercise of this Option.
The Company’s Right of First Refusal	In the event that you propose to sell, pledge or otherwise transfer to a third party any Shares acquired under this Agreement, or any interest in such Shares, the Company shall have the “Right of First Refusal” with respect to all (and not less than all) of such Shares. If you desire to transfer Shares acquired under this Agreement, you must give a written “Transfer Notice” to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price and the name and address of the proposed transferee.



	The Transfer Notice shall be signed both by you and by the proposed new transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted in the next paragraph) by delivery of a notice of exercise of the Right of First Refusal within thirty (30) days after the date when the Transfer Notice was received by the Company. The Company’s rights under this subsection shall be freely assignable, in whole or in part.
	If the Company fails to exercise its Right of First Refusal within thirty (30) days after the date when it received the Transfer Notice, you may, not later than ninety (90) days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by you, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in this paragraph and the two paragraphs above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares on the terms set forth in the Transfer Notice within sixty (60) days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Shares was to be made in a form other than lawful money paid at the time of transfer, the Company shall have the option of paying for the Shares with lawful money equal to the present value of the consideration described in the Transfer Notice.
	The Company’s Right of First Refusal shall inure to the benefit of its successors and assigns and shall be binding upon any transferee of the Shares. The Company’s Right of First Refusal shall terminate in the event that Shares are listed on an established stock exchange or are quoted regularly on the NASDAQ National Market.
Escrow	The certificates for the Shares shall be deposited in escrow with the Secretary of the Company to be held in accordance with the provisions of this paragraph. Each deposited certificate shall be accompanied by a duly executed Assignment Separate from Certificate in the form attached hereto as Exhibit A . The deposited certificates, shall remain in escrow until such time or times as the certificates are to be released or otherwise surrendered for cancellation as discussed below. Upon delivery of the certificates to the Company, you shall be issued an instrument of deposit acknowledging the number of Shares delivered in escrow to the Secretary of the Company.



	All regular cash dividends on the Shares (or other securities at the time held in escrow) shall be paid directly to you and shall not be held in escrow. However, any new, substituted or additional securities or other property which is issued or distributed with respect to your Shares shall be immediately delivered to the Secretary of the Company to be held in escrow hereunder, but only to the extent such Shares are at the time subject to the escrow requirements hereof.
	The Shares held in escrow hereunder shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company for repurchase and cancellation:
	• As your interest in the Shares vests as described above, the certificates for such vested shares shall be released from escrow and delivered to you, at your request, in accordance with the following schedule:
	- The release of any vested shares (or other vested assets and securities) from escrow shall be effected within [thirty (30) days] following the corresponding vesting date.
	- Upon termination of your Service, any escrowed Shares in which you are at the time vested shall be released from escrow within [thirty (30) days] thereafter.
	• Should the Company exercise its Right of Repurchase with respect to any unvested Shares held at the time in escrow hereunder, then the escrowed certificates for such unvested Shares shall, concurrently with the payment of the purchase price for such Shares, be canceled, and you shall have no further rights with respect to such Shares.
	• Should the Company elect not to exercise the Right of Repurchase with respect to any Shares held at the time in escrow hereunder, then the escrowed certificates for such Shares shall be surrendered to you.



Section 83(b) Election	With respect to unvested Shares, under Section 83(b) of the Code, the difference between the Exercise Price paid for the Shares and their fair market value on the date the Shares vest will be reportable as ordinary income at that time. You may elect to be taxed at the time the Shares are acquired to the extent that the fair market value of the Shares differs from the Exercise Price rather than when such Shares vest, by filing an election under Section 83(b) of the Code with the Internal Revenue Service within thirty (30) days after the date of exercise. The form for making this election is attached as Exhibit B hereto. Failure to make this filing within the thirty (30) day period will result in the recognition of ordinary income by you (in the event the fair market value of the Shares increases after the date of exercise) as the shares vest. YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF YOU REQUEST THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON YOUR BEHALF. YOU ARE RELYING SOLELY ON YOUR OWN ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE AN 83(b) ELECTION.
Transfer of Option	Prior to your death, only you may exercise this Option. You cannot transfer or assign this Option. For instance, you may not sell this Option or use it as security for a loan. If you attempt to do any of these things, this Option will immediately become invalid. You may, however, dispose of this Option in your will.
	Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse or former spouse, nor is the Company obligated to recognize such individual’s interest in your Option in any other way.
No Retention Rights	Your Option or this Agreement does not give you the right to be retained by the Company (or any Parent or any Subsidiaries or Affiliates) in any capacity. The Company (or any Parent and any Subsidiaries or Affiliates) reserves the right to terminate your Service at any time and for any reason.
Shareholder Rights	You, or your estate or heirs, have no rights as a shareholder of the Company until a certificate for your Option’s Shares has been issued. No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued, except as described in the Plan.
Adjustments	As more fully described in the Plan, the number and class of Shares or other stock or securities covered by this Option and the Exercise Price may be adjusted (and rounded down to the nearest whole number) in the event of certain transactions or changes to the Shares. As more fully described in the Plan, your Option shall be subject to the terms of the agreement of merger, reorganization or other corporate transaction in the event the Company is subject to such corporate activity.



Legends	All certificates representing the Shares issued upon exercise of this Option shall, where applicable, have endorsed thereon substantially the following legends: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE REGISTERED HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE.” “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS (COLLECTIVELY, THE “ACTS”). NO INTEREST IN SUCH SHARES MAY BE SOLD, ENCUMBERED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACTS COVERING THE TRANSACTION, (B) THIS CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THIS CORPORATION STATING THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACTS, OR (C) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACTS.”
Applicable Law	This Agreement will be interpreted and enforced under the laws of the State of Washington (except its choice-of-law provisions).

By signing the cover sheet of this Agreement, you agree to all of the terms and
conditions described above and in the Plan. Any inconsistency between this Agreement and the Plan shall be resolved by reference to the Plan.

NOTICE OF EXERCISE OF STOCK OPTION

Smartsheet.com, Inc.
Attn: President, Chief Financial Officer or Chief Technology Officer

Re: Exercise of Stock Option to Purchase Shares of Company Common Stock

Ladies and Gentlemen:

Pursuant to the Stock Option Agreement dated ___________ (the “Stock Option Agreement”), between Smartsheet.com, Inc., a Washington corporation (the “Company”), and the undersigned, I hereby elect to purchase __________ shares of the common stock of the Company (the “Shares”), at the price of $__________ per Share. My check in the amount of $__________ is enclosed. The Shares are to be issued and registered in the name(s) of:




(Print Name)




(Print Name, if any)

The undersigned understands that there may be tax consequences as a result of the purchase or disposition of the Shares. The undersigned represents that he or she has received and reviewed the Plan’s federal tax information and consulted with any tax consultants he or she deems advisable in connection with the purchase or disposition of the Shares and the undersigned is not relying on the Company for any tax advice.

The undersigned acknowledges that he or she has received, read and understood the Stock Option Agreement and agrees to abide by and be bound by its terms and conditions. The undersigned represents that the Shares are being acquired solely for his or her own account and not as a nominee for any other party, or for investment, and that the undersigned purchaser will not offer, sell or otherwise dispose of any such Shares except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws.

Dated: ____________________




	(Signature)


	(Please Print Name)

Social Security No.


	(Full Address)



ACCEPTED BY COMPANY:


By:
Name:
Its:

Date:			, 20

EXHIBIT A

ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED, ______________ hereby sells, assigns and transfers unto Smartsheet.com, Inc., a Washington corporation (the “Company”), ___________ (_____) shares of common stock of the Company represented by Certificate No. _________ herewith and does hereby irrevocably constitute and appoint ______________________ Attorney to transfer the said stock on the books of the Company with full power of substitution in the premises.

Dated: ______________________




Print Name




Signature

Spousal Consent (if applicable )

________________ (Purchaser’s spouse) indicates by the execution of this Assignment his or her consent to be bound by the terms herein as to his or her interests, whether as community property or otherwise, if any, in the Shares.




Signature

INSTRUCTIONS : PLEASE DO NOT FILL IN ANY BLANKS OTHER THAN THE SIGNATURE LINE. THE PURPOSE OF THIS ASSIGNMENT IS TO ENABLE THE COMPANY TO EXERCISE ITS “RIGHT OF REPURCHASE” SET FORTH IN THE AGREEMENT WITHOUT REQUIRING ADDITIONAL SIGNATURES ON THE PART OF PURCHASER.

EXHIBIT B

Internal Revenue Service Center


Re:	Election Under Section 83(b) of the Internal Revenue Code of 1986

Ladies and Gentlemen:

I hereby elect under section 83(b) of the Internal Revenue Code of 1986 to include in gross income any excess of fair market value over purchase price with respect to the transfer of the property described below:


1.	Name: __________________________________________________


2.	Address: ________________________________________________

________________________________________________


3.	Social Security Number: ___________________________________


4.	Tax Year of Election: Calendar Year of ________________________


5.	Description of Property: _____________ shares of Smartsheet.com, Inc., a Washington corporation (the “Company”).


6.	Date of Property Transfer: __________________________________


7.	Nature of Property Restrictions: Property is subject to the Company’s right to repurchase the stock at the undersigned’s original purchase price if the undersigned ceases to be associated with the Company, which right will generally lapse monthly over a designated four-year period.


8.	Fair Market Value at the Time of Transfer: $__________ per share for an aggregate of $_____________. The Fair Market Value at the time of transfer was determined without regard to any lapse restrictions as defined in section 1.83-3(i) of the Income Tax Regulations.


9.	Amount Paid for Property: $_________ per share for an aggregate of $_________.


10.	A copy of this election has been furnished to the Company, the person for whom the services are performed.



Sincerely,

Signature

Date

SMARTSHEET.COM, INC.

2005 STOCK OPTION/RESTRICTED STOCK PLAN

NONSTATUTORY STOCK OPTION AGREEMENT

Date of Option Grant: __________________, 201__

Name of Optionee: _________________________________________________

State/Country of Residency: ______________

Optionee’s Social Security Number: _____-____-_____

Number of Shares Covered by Option: ______________

Exercise Price per Share: $_____.___

Vesting Start Date: __________________

Vesting Schedule:

Subject to all the terms of the attached Agreement, your right to purchase Shares under this Option vests as to one-fourth (1/4) of the total number of Shares covered by this Option, as shown above, on the one-year anniversary of the Vesting Start Date. Thereafter, the number of Shares which you may purchase under this Option shall vest at the rate of one-forty-eighth (1/48) monthly for the thirty-five (35) months following the month of the one-year anniversary of the Vesting Start Date. The resulting number of Shares will be rounded to the nearest whole number. The remaining number of Shares covered by this Option will vest on the thirty-sixth (36th) month following the month of the one-year anniversary of the Vesting Start Date. No Shares will vest after your Service has terminated for any reason.

By signing this cover sheet, you agree to all of the terms and conditions described in this cover sheet, in the attachment and in the Plan, a copy of which is also enclosed.



Optionee:
(Signature)
Company:	By:
(Signature)
	Name:
	Title:

SMARTSHEET.COM, INC.

2005 STOCK OPTION/RESTRICTED STOCK PLAN

NONSTATUTORY STOCK OPTION AGREEMENT



The Plan and Other Agreements	The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded.
Nonstatutory Stock Option	This Option is not intended to be an Incentive Stock Option under section 422 of the Code and will be interpreted accordingly.
Vesting	This Option is only exercisable before it expires and then only with respect to the vested portion of the Option. This Option will vest according to the Vesting Schedule on the attached cover sheet.
Term	Your Option will expire in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Date of Option Grant, as shown on the cover sheet. Your Option will expire earlier if your Service terminates, as described below.
Regular Termination	If your Service terminates for any reason, other than death, Disability or Cause, as defined below, then your Option will expire at the close of business at Company headquarters on the 90th day after your termination date.
Termination for Cause	If your Service is terminated for Cause, as determined by the Committee in its sole discretion, then you shall immediately forfeit all rights to your Option and the Option shall immediately expire. For purposes of this Agreement, “Cause” shall mean the termination of your Service due to your commission of any act of fraud, embezzlement or dishonesty; any unauthorized use or disclosure of confidential information or trade secrets of the Company (or any Parent, Subsidiary or Affiliate); or any intentional misconduct adversely affecting the business or affairs of the Company (or any Parent, Subsidiary or Affiliate) in a material manner. This definition shall not restrict in any way the Company’s or any Parent’s, Subsidiary’s or Affiliate’s right to discharge you for any other reason, nor shall this definition be deemed to be inclusive of all the acts or omissions which constitute “cause” for purposes other than this Agreement.
Death	If your Service terminates because of your death, then your Option will expire at the close of business at Company headquarters on the date twelve (12) months after the date of death. During that twelve (12) month period, your estate or heirs may exercise the vested portion of your Option.
Disability	If your Service terminates because of your Disability, then your Option will expire at the close of business at Company headquarters on the date twelve (12) months after your termination date.



Leaves of Absence	For purposes of this Option, your Service does not terminate when you go on a bona fide leave of absence that was approved by the Company in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to active work. The Company determines which leaves count for this purpose, and when your Service terminates for all purposes under the Plan.
Notice of Exercise	When you wish to exercise this Option, you must notify the Company by filing the proper “Notice of Exercise” form at the address given on the form. Your notice must specify how many Shares you wish to purchase. Your notice must also specify how your Shares should be registered (in your name only or in your and your spouse’s names as community property or as joint tenants with right of survivorship). The notice will be effective when it is received by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.
Form of Payment	When you submit your notice of exercise, you must include payment of the Exercise Price for the Shares you are purchasing. Payment may be made in one (or a combination) of the following forms: • Cash, your personal check, a cashier’s check or a money order. • Shares which have already been owned by you for more than six (6) months and which are surrendered to the Company. The value of the Shares, determined as of the effective date of the Option exercise, will be applied to the Exercise Price. • If permitted by applicable laws, regulations and rules, to the extent a public market for the Shares exists as determined by the Company, by delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price.
Withholding Taxes	You will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise or sale of Shares acquired under this Option.



Restrictions on Exercise and Resale	By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if the Company determines (in its sole discretion) that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any applicable state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the vesting schedule set forth in this Agreement other than to limit the periods during which this Option shall be exercisable. In addition, in connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, you shall not sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or agree to engage in any of the foregoing transactions with respect to any Shares acquired under this Option without the prior written consent of the Company or its underwriters, for such period of time after the effective date of such registration statement as may be requested by the Company or the underwriters. If the sale of Shares under the Plan is not registered under the Securities Act, but an exemption is available which requires an investment or other representation, you shall represent and agree at the time of exercise that the Shares being acquired upon exercise of this Option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel.
The Company’s Right of First Refusal	In the event that you propose to sell, pledge or otherwise transfer to a third party any Shares acquired under this Agreement, or any interest in such Shares, the Company shall have the “Right of First Refusal” with respect to all (and not less than all) of such Shares. If you desire to transfer Shares acquired under this Agreement, you must give a written “Transfer Notice” to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price and the name and address of the proposed transferee.



	The Transfer Notice shall be signed both by you and by the proposed new transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted in the next paragraph) by delivery of a notice of exercise of the Right of First Refusal within thirty (30) days after the date when the Transfer Notice was received by the Company. The Company’s rights under this subsection shall be freely assignable, in whole or in part.
	If the Company fails to exercise its Right of First Refusal within thirty (30) days after the date when it received the Transfer Notice, you may, not later than ninety (90) days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by you, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in this paragraph and the two paragraphs above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares on the terms set forth in the Transfer Notice within sixty (60) days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Shares was to be made in a form other than lawful money paid at the time of transfer, the Company shall have the option of paying for the Shares with lawful money equal to the present value of the consideration described in the Transfer Notice.
	The Company’s Right of First Refusal shall inure to the benefit of its successors and assigns and shall be binding upon any transferee of the Shares. The Company’s Right of First Refusal shall terminate in the event that Shares are listed on an established stock exchange or are quoted regularly on the NASDAQ National Market.
Right of Repurchase	Following termination of your Service for any reason, the Company shall have the right to purchase all of those Shares that you have acquired or will acquire under this Option (the “Right of Repurchase”). If the Company exercises the Right of Repurchase, the purchase price shall be the Fair Market Value of those Shares on the date of purchase and shall be paid in cash. The Company will notify you of its intention to purchase such Shares, and will consummate the purchase within the period established by applicable law. The Right of Repurchase shall terminate in the event that the Shares are listed on an established stock exchange or are quoted regularly on the NASDAQ National Market.



Transfer of Option	Prior to your death, only you may exercise this Option. You cannot transfer or assign this Option. For instance, you may not sell this Option or use it as security for a loan. If you attempt to do any of these things, this Option will immediately become invalid. You may, however, dispose of this Option in your will. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse or former spouse, nor is the Company obligated to recognize such individual’s interest in your Option in any other way.
Retention Rights	Your Option or this Agreement does not give you the right to be retained by the Company (or any Parent or any Subsidiaries or Affiliates) in any capacity. The Company (or any Parent and any Subsidiaries or Affiliates) reserves the right to terminate your Service at any time and for any reason.
Shareholder Rights	You, or your estate or heirs, have no rights as a shareholder of the Company until a certificate for your Option’s Shares has been issued. No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued, except as described in the Plan.
Adjustments	As more fully described in the Plan, the number and class of Shares or other stock or securities covered by this Option and the Exercise Price may be adjusted (and rounded down to the nearest whole number) in the event of certain transactions or changes to the Shares. As more fully described in the Plan, your Option shall be subject to the terms of the agreement of merger, reorganization or other corporate transaction in the event the Company is subject to such corporate activity.
Legends	All certificates representing the Shares issued upon exercise of this Option shall, where applicable, have endorsed thereon substantially the following legends:
	“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE REGISTERED HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE.”



	“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS (COLLECTIVELY, THE “ACTS”). NO INTEREST IN SUCH SHARES MAY BE SOLD, ENCUMBERED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACTS COVERING THE TRANSACTION, (B) THIS CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THIS CORPORATION STATING THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACTS, OR (C) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACTS.”
Applicable Law	This Agreement will be interpreted and enforced under the laws of the State of Washington (except its choice-of-law provisions).

By signing the cover sheet of this Agreement, you agree to all of the terms and
conditions described above and in the Plan. Any inconsistency between this Agreement and the Plan shall be resolved by reference to the Plan.

NOTICE OF EXERCISE OF STOCK OPTION

Smartsheet.com, Inc.
10500 NE 8th Street, Suite 1750
Bellevue, WA 98004
Attn: President, Chief Financial Officer or Chief Technology Officer

Re: Exercise of Stock Option to Purchase Shares of Company Common Stock

Ladies and Gentlemen:




(Print Name)




(Print Name, if any)

Dated: ____________________




	(Signature)


	(Please Print Name)

Social Security No.


	(Full Address)



ACCEPTED BY COMPANY:


By:
Name:
Its:

Date:			, 20

SMARTSHEET.COM, INC.

2005 STOCK OPTION/RESTRICTED STOCK PLAN

INCENTIVE STOCK OPTION AGREEMENT

Date of Option Grant: __________________, 201__

Name of Optionee: _________________________________________________

State/Country of Residency: ______________

Optionee’s Social Security Number: _____-____-_____

Number of Shares Covered by Option: ______________

Exercise Price per Share: $_____.___

Vesting Start Date: __________________

Vesting Schedule:

By signing this cover sheet, you agree to all of the terms and conditions described in this cover sheet, in the attachment and in the Plan, a copy of which is also enclosed.



Optionee:
	(Signature)
Company:	By:
		(Signature)
	Name:
	Title:

SMARTSHEET.COM, INC.

2005 STOCK OPTION/RESTRICTED STOCK PLAN

INCENTIVE STOCK OPTION AGREEMENT



The Plan and Other Agreements	The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded.
Incentive Stock Option	This Option is intended to be an Incentive Stock Option under section 422 of the Code and will be interpreted accordingly. If you cease to be an employee of the Company, a Subsidiary or of a Parent but continue to provide Service, this Option will be deemed a Nonstatutory Stock Option on the 90th day after you cease to be an employee. In addition, to the extent that all or part of this Option exceeds the $100,000 rule of section 422(d) of the Code, this Option or the lesser excess part will be treated as a Nonstatutory Stock Option.
Vesting	This Option is only exercisable before it expires and then only with respect to the vested portion of the Option. This Option will vest according to the Vesting Schedule on the attached cover sheet.
Term	Your Option will expire in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Date of Option Grant, as shown on the cover sheet. Your Option will expire earlier if your Service terminates, as described below.
Regular Termination	If your Service terminates for any reason, other than death, Disability or Cause, as defined below, then your Option will expire at the close of business at Company headquarters on the 90th day after your termination date.
Termination for Cause	If your Service is terminated for Cause, as determined by the Committee in its sole discretion, then you shall immediately forfeit all rights to your Option and the Option shall immediately expire. For purposes of this Agreement, “Cause” shall mean the termination of your Service due to your commission of any act of fraud, embezzlement or dishonesty; any unauthorized use or disclosure of confidential information or trade secrets of the Company (or any Parent, Subsidiary or Affiliate); or any intentional misconduct adversely affecting the business or affairs of the Company (or any Parent, Subsidiary or Affiliate) in a material manner. This definition shall not restrict in any way the Company’s or any Parent’s, Subsidiary’s or Affiliate’s right to discharge you for any other reason, nor shall this definition be deemed to be inclusive of all the acts or omissions which constitute “cause” for purposes other than this Agreement.



Death	If your Service terminates because of your death, then your Option will expire at the close of business at Company headquarters on the date twelve (12) months after the date of death. During that twelve (12) month period, your estate or heirs may exercise the vested portion of your Option.
Disability	If your Service terminates because of your Disability, then your Option will expire at the close of business at Company headquarters on the date twelve (12) months after your termination date.
Leaves of Absence	For purposes of this Option, your Service does not terminate when you go on a bona fide leave of absence that was approved by the Company in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. However, your Service will be treated as terminating ninety (90) days after you went on leave, unless your right to return to active work is guaranteed by law or by a contract. Your Service terminates in any event when the approved leave ends unless you immediately return to active work. The Company determines which leaves count for this purpose, and when your Service terminates for all purposes under the Plan.
Notice of Exercise	When you wish to exercise this Option, you must notify the Company by filing the proper “Notice of Exercise” form at the address given on the form. Your notice must specify how many Shares you wish to purchase. Your notice must also specify how your Shares should be registered (in your name only or in your and your spouse’s names as community property or as joint tenants with right of survivorship). The notice will be effective when it is received by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.
Form of Payment	When you submit your notice of exercise, you must include payment of the Exercise Price for the Shares you are purchasing. Payment may be made in one (or a combination) of the following forms: • Cash, your personal check, a cashier’s check or a money order. • Shares which have already been owned by you for more than six (6) months and which are surrendered to the Company. The value of the Shares, determined as of the effective date of the Option exercise, will be applied to the Exercise Price. • If permitted by applicable laws, regulations and rules, to the extent a public market for the Shares exists as determined by the Company, by delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price.



Withholding Taxes	You will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise or sale of Shares acquired under this Option.
Restrictions on Exercise and Resale	By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if the Company determines (in its sole discretion) that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any applicable state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the vesting schedule set forth in this Agreement other than to limit the periods during which this Option shall be exercisable. In addition, in connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, you shall not sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or agree to engage in any of the foregoing transactions with respect to any Shares acquired under this Option without the prior written consent of the Company or its underwriters, for such period of time after the effective date of such registration statement as may be requested by the Company or the underwriters. If the sale of Shares under the Plan is not registered under the Securities Act, but an exemption is available which requires an investment or other representation, you shall represent and agree at the time of exercise that the Shares being acquired upon exercise of this Option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel.



The Company’s Right of First Refusal	In the event that you propose to sell, pledge or otherwise transfer to a third party any Shares acquired under this Agreement, or any interest in such Shares, the Company shall have the “Right of First Refusal” with respect to all (and not less than all) of such Shares. If you desire to transfer Shares acquired under this Agreement, you must give a written “Transfer Notice” to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price and the name and address of the proposed transferee. The Transfer Notice shall be signed both by you and by the proposed new transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted in the next paragraph) by delivery of a notice of exercise of the Right of First Refusal within thirty (30) days after the date when the Transfer Notice was received by the Company. The Company’s rights under this subsection shall be freely assignable, in whole or in part. If the Company fails to exercise its Right of First Refusal within thirty (30) days after the date when it received the Transfer Notice, you may, not later than ninety (90) days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by you, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in this paragraph and the two paragraphs above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares on the terms set forth in the Transfer Notice within sixty (60) days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Shares was to be made in a form other than lawful money paid at the time of transfer, the Company shall have the option of paying for the Shares with lawful money equal to the present value of the consideration described in the Transfer Notice. The Company’s Right of First Refusal shall inure to the benefit of its successors and assigns and shall be binding upon any transferee of the Shares. The Company’s Right of First Refusal shall terminate in the event that Shares are listed on an established stock exchange or are quoted regularly on the NASDAQ National Market.



Right of Repurchase	Following termination of your Service for any reason, the Company shall have the right to purchase all of those Shares that you have acquired or will acquire under this Option (the “Right of Repurchase”). If the Company exercises the Right of Repurchase, the purchase price shall be the Fair Market Value of those Shares on the date of purchase and shall be paid in cash. The Company will notify you of its intention to purchase such Shares, and will consummate the purchase within the period established by applicable law. The Right of Repurchase shall terminate in the event that the Shares are listed on an established stock exchange or are quoted regularly on the NASDAQ National Market.
Transfer of Option	Prior to your death, only you may exercise this Option. You cannot transfer or assign this Option. For instance, you may not sell this Option or use it as security for a loan. If you attempt to do any of these things, this Option will immediately become invalid. You may, however, dispose of this Option in your will. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse or former spouse, nor is the Company obligated to recognize such individual’s interest in your Option in any other way.
No Retention Rights	Your Option or this Agreement does not give you the right to be retained by the Company (or any Parent or any Subsidiaries or Affiliates) in any capacity. The Company (or any Parent and any Subsidiaries or Affiliates) reserves the right to terminate your Service at any time and for any reason.
Shareholder Rights	You, or your estate or heirs, have no rights as a shareholder of the Company until a certificate for your Option’s Shares has been issued. No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued, except as described in the Plan.
Adjustments	As more fully described in the Plan, the number and class of Shares or other stock or securities covered by this Option and the Exercise Price may be adjusted (and rounded down to the nearest whole number) in the event of certain transactions or changes to the Shares. As more fully described in the Plan, your Option shall be subject to the terms of the agreement of merger, reorganization or other corporate transaction in the event the Company is subject to such corporate activity.



Legends	All certificates representing the Shares issued upon exercise of this Option shall, where applicable, have endorsed thereon substantially the following legends: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE REGISTERED HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE.” “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS (COLLECTIVELY, THE “ACTS”). NO INTEREST IN SUCH SHARES MAY BE SOLD, ENCUMBERED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACTS COVERING THE TRANSACTION, (B) THIS CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THIS CORPORATION STATING THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACTS, OR (C) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACTS.”
Applicable Law	This Agreement will be interpreted and enforced under the laws of the State of Washington (except its choice-of-law provisions).

By signing the cover sheet of this Agreement, you agree to all of the terms and
conditions described above and in the Plan. Any inconsistency between this Agreement and the Plan shall be resolved by reference to the Plan.

NOTICE OF EXERCISE OF STOCK OPTION

Smartsheet.com, Inc.
6413 Lake Washington Blvd.
Kirkland, WA 98033
Attn: President, Chief Financial Officer or Chief Technology Officer

Re: Exercise of Stock Option to Purchase Shares of Company Common Stock

Ladies and Gentlemen:




(Print Name)




(Print Name, if any)

Dated: ____________________




	(Signature)


	(Please Print Name)

Social Security No.


	(Full Address)



ACCEPTED BY COMPANY:


By:
Name:
Its:

Date:			, 20

Exhibit 10.3

SMARTSHEET INC.

2015 EQUITY INCENTIVE PLAN

As Adopted on June 17, 2015, and amended on August 7 2015, October 27, 2016 and May 19, 2017

1. PURPOSE . The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries by offering eligible persons an opportunity to participate in the Company’s future performance through the grant of Awards covering Shares. Capitalized terms not defined in the text are defined in Section 14 hereof. Although this Plan is intended to be a written compensatory benefit plan within the meaning of Rule 701, grants may be made pursuant to this Plan that do not qualify for exemption under Rule 701 or Section 25102(o). Any requirement of this Plan that is required in law only because of Section 25102(o) need not apply if the Committee so provides.

2. SHARES SUBJECT TO THE PLAN .

2.1 Number of Shares Available . Subject to Sections 2.2 and 11 hereof, the total number of Shares reserved and available for grant and issuance pursuant to this Plan will be (a) 6,450,672; (b) any authorized shares not issued or subject to outstanding grants under the Company’s 2005 Stock Option/Restricted Stock Plan (the “ Prior Plan ”) on the Effective Date (as defined in Section 13.1 hereof); (c) shares that are subject to issuance under the Prior Plan but cease to be subject to an award for any reason other than exercise of an option after the Effective Date; and (d) shares that were issued under the Prior Plan which are repurchased by the Company or which are forfeited or used to pay withholding obligations or pay the exercise price of an Option. Subject to Sections 2.2 and 11 hereof, Shares subject to Awards that are cancelled, forfeited, settled in cash, used to pay withholding obligations or pay the exercise price of an Option or that expire by their terms at any time will again be available for grant and issuance in connection with other Awards. In the event that Shares previously issued under the Plan are reacquired by the Company pursuant to a forfeiture provision, right of first refusal, or repurchase by the Company, such Shares shall be added to the number of Shares then available for issuance under the Plan. At all times the Company will reserve and keep available a sufficient number of Shares as will be required to satisfy the requirements of all Awards granted and outstanding under this Plan. In no event shall the total number of Shares issued (counting each reissuance of a Share that was previously issued and then forfeited or repurchased by the Company as a separate issuance) under the Plan upon exercise of ISOs exceed 20,000,000 Shares (adjusted in proportion to any adjustments under Section 2.2 hereof) over the term of the Plan (the “ ISO Limit ”). Subject to Sections 2.2 and 11 hereof, in the event that the number of Shares reserved for issuance under the Plan is increased, the ISO Limit shall be automatically increased by such number of Shares such that the ISO Limit equals (a) two (2) multiplied by (b) the number of Shares reserved for issuance under the Plan.

2.2 Adjustment of Shares . In the event that the number of outstanding shares of the Company’s Common Stock is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or other change in the capital structure of the Company affecting Shares without consideration, then in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan (a) the number of Shares reserved for issuance under this Plan, (b) the Exercise Prices of and number of Shares subject to outstanding Options and SARs, and (c) the Purchase Prices of and/or number of Shares subject to other outstanding Awards will (to the extent appropriate) be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and compliance with applicable securities laws; provided , however , that fractions of a Share

will not be issued but will either be paid in cash at the Fair Market Value of such fraction of a Share or will be rounded down to the nearest whole Share, as determined by the Committee.

3. PLAN FOR BENEFIT OF SERVICE PROVIDERS .

3.1 Eligibility . The Committee will have the authority to select persons to receive Awards. ISOs (as defined in Section 4 hereof) may be granted only to employees (including officers and directors who are also employees) of the Company or of a Parent or Subsidiary of the Company. NQSOs (as defined in Section 4 hereof) and all other types of Awards may be granted to employees, officers, directors and consultants of the Company or any Parent or Subsidiary of the Company; provided such consultants render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction when Rule 701 is to apply to the Award granted for such services. A person may be granted more than one Award under this Plan.

3.2 No Obligation to Employ . Nothing in this Plan or any Award granted under this Plan will confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Parent or Subsidiary or limit in any way the right of the Company or any Parent or Subsidiary to terminate Participant’s employment or other relationship at any time, with or without Cause.

4. OPTIONS . The Committee may grant Options to eligible persons described in Section 3 hereof and will determine whether such Options will be Incentive Stock Options within the meaning of the Code (“ ISOs ”) or Nonqualified Stock Options (“ NQSOs ”), the number of Shares subject to the Option, the Exercise Price of the Option, the period during which the Option may be exercised, and all other terms and conditions of the Option, subject to the following.

4.1 Form of Option Grant . Each Option granted under this Plan will be evidenced by an Award Agreement which will expressly identify the Option as an ISO or an NQSO (“ Stock Option Agreement ”), and will be in such form and contain such provisions (which need not be the same for each Participant) as the Committee may from time to time approve, and which will comply with and be subject to the terms and conditions of this Plan.

4.2 Date of Grant . The date of grant of an Option will be the date on which the Committee makes the determination to grant such Option, unless a later date is otherwise specified by the Committee. The Stock Option Agreement and a copy of this Plan will be delivered to the Participant within a reasonable time after the granting of the Option.

4.3 Exercise Period . Options may be exercisable within the time or upon the events determined by the Committee in the Award Agreement and may be awarded as immediately exercisable but subject to repurchase pursuant to Section 10 hereof or may be exercisable within the times or upon the events determined by the Committee as set forth in the Stock Option Agreement governing such Option; provided , however , that (a) no Option will be exercisable after the expiration of ten (10) years from the date the Option is granted; and (b) no ISO granted to a person who directly or by attribution owns more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any Parent or Subsidiary (“ Ten Percent Stockholder ”) will be exercisable after the expiration of five (5) years from the date the ISO is granted. The Committee also may provide for Options to become exercisable at one time or from time to time, periodically or otherwise, in such number of Shares or percentage of Shares as the Committee determines.

4.4 Exercise Price . The Exercise Price of an Option will be determined by the Committee when the Option is granted and shall not be less than the Fair Market Value per Share unless expressly determined in writing by the Committee on the Option’s date of grant; provided that the Exercise Price of an ISO granted to a Ten Percent Stockholder will not be less than one hundred ten percent (110%) of the Fair Market Value of the Shares on the date of grant. Payment for the Shares purchased must be made in accordance with Section 8 hereof.

4.5 Method of Exercise . Options may be exercised only by delivery to the Company of a written stock option exercise agreement (the “ Exercise Agreement ”) in a form approved by the Committee (which need not be the same for each Participant). The Exercise Agreement will state (a) the number of Shares being purchased, (b) the restrictions imposed on the Shares purchased under such Exercise Agreement, if any, and (c) such representations and agreements regarding Participant’s investment intent and access to information and other matters, if any, as may be required or desirable by the Company to comply with applicable securities laws. Each Participant’s Exercise Agreement may be modified by (i) agreement of Participant and the Company or (ii) substitution by the Company, upon becoming a public company, in order to add the payment terms set forth in Section 8.1 that apply to a public company and such other terms as shall be necessary or advisable in order to exercise a public company option. Upon exercise of an Option, Participant shall execute and deliver to the Company the Exercise Agreement then in effect, together with payment in full of the Exercise Price for the number of Shares being purchased and payment of any applicable taxes. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 2.2 of the Plan. Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

4.6 Termination . Subject to earlier termination pursuant to Sections 11 and 13.3 hereof and except as otherwise set forth in a Stock Option Agreement, exercise of an Option will always be subject to the following terms and conditions.

4.6.1 Other than Death or Disability or for Cause . If the Participant is Terminated for any reason other than death, Disability or for Cause, then the Participant may exercise such Participant’s Options only to the extent that such Options are exercisable as to Vested Shares upon the Termination Date or as otherwise determined by the Committee. Such Options must be exercised by the Participant, if at all, as to all or some of the Vested Shares calculated as of the Termination Date or such other date determined by the Committee, within three (3) months after the Termination Date (or within such shorter time period, not less than thirty (30) days, or within such longer time period after the Termination Date as may be determined by the Committee, with any exercise beyond 90 days after the date Participant ceases to be an employee deemed to be an NQSO) but in any event, no later than the expiration date of the Options.

4.6.2 Death or Disability . If the Participant is Terminated because of Participant’s death or Disability (or the Participant dies within three (3) months after a Termination other than for Cause), then Participant’s Options may be exercised only to the extent that such Options are exercisable as to Vested Shares by Participant on the Termination Date or as otherwise determined by the Committee. Such options must be exercised by Participant (or Participant’s legal representative or authorized assignee), if at all, as to all or some of the Vested Shares calculated as of the Termination Date or such other date determined by the Committee, within twelve (12) months after the Termination Date (or within such shorter time period, not less than six (6) months, or within such longer time period, after the Termination Date as may be determined by the Committee, with any Option exercised beyond (a) three (3) months after the date Participant ceases to be an employee when the Termination is for any reason other than the Participant’s death or disability, within the meaning of Section 22(e)(3) of the Code, or (b) twelve (12) months after the date Participant

ceases to be an employee when the Termination is for Participant’s disability, within the meaning of Section 22(e)(3) of the Code, deemed to be an NQSO) but in any event no later than the expiration date of the Options.

4.6.3 For Cause . If the Participant is terminated for Cause, then the Participant shall immediately forfeit all rights to their Options and Participant’s Options (whether vested or unvested) shall immediately expire on such Participant’s Termination Date, or at such later time and on such conditions as are determined by the Committee.

4.7 Limitations on Exercise . The Committee may specify a reasonable minimum number of Shares that may be purchased on any exercise of an Option, provided that such minimum number will not prevent Participant from exercising the Option for the full number of Shares for which it is then exercisable.

4.8 Limitations on ISOs . The aggregate Fair Market Value (determined as of the date of grant) of Shares with respect to which ISOs are exercisable for the first time by a Participant during any calendar year (under this Plan or under any other incentive stock option plan of the Company or any Parent or Subsidiary of the Company) will not exceed One Hundred Thousand Dollars ($100,000). If the Fair Market Value of Shares on the date of grant with respect to which ISOs are exercisable for the first time by a Participant during any calendar year exceeds One Hundred Thousand Dollars ($100,000), then the Options for the first One Hundred Thousand Dollars ($100,000) worth of Shares to become exercisable in such calendar year will be ISOs and the Options for the amount in excess of One Hundred Thousand Dollars ($100,000) that become exercisable in that calendar year will be NQSOs. In the event that the Code or the regulations promulgated thereunder are amended after the Effective Date (as defined in Section 13.1 hereof) to provide for a different limit on the Fair Market Value of Shares permitted to be subject to ISOs, then such different limit will be automatically incorporated herein and will apply to any Options granted after the effective date of such amendment.

4.9 Modification, Extension or Renewal . The Committee may modify, extend or renew outstanding Options and authorize the grant of new Options in substitution therefor, provided that any such action may not, without the written consent of a Participant, impair any of such Participant’s rights under any Option previously granted. Any outstanding ISO that is modified, extended, renewed or otherwise altered will be treated in accordance with Section 424(h) of the Code. Subject to Section 4.10 hereof, the Committee may reduce the Exercise Price of outstanding Options without the consent of Participants by a written notice to them; provided , however , that the Exercise Price may not be reduced below the minimum Exercise Price that would be permitted under Section 4.4 hereof for Options granted on the date the action is taken to reduce the Exercise Price.

4.10 No Disqualification . Notwithstanding any other provision in this Plan, no term of this Plan relating to ISOs will be interpreted, amended or altered, nor will any discretion or authority granted under this Plan be exercised, so as to disqualify this Plan under Section 422 of the Code or, without the consent of the Participant, to disqualify any Participant’s ISO under Section 422 of the Code.

5. RESTRICTED STOCK . A Restricted Stock Award is an offer by the Company to sell to an eligible person Shares that are subject to certain specified restrictions, if any. The Committee will determine to whom an offer will be made, the number of Shares the person may purchase, the Purchase Price, the restrictions to which the Shares will be subject (if any), and all other terms and conditions of the Restricted Stock Award, subject to the following terms and conditions.

5.1 Form of Restricted Stock Award . All purchases under a Restricted Stock Award made pursuant to this Plan will be evidenced by an Award Agreement (“ Restricted Stock Purchase Agreement ”) that will be in such form (which need not be the same for each Participant) as the Committee will from time to time approve, and will comply with and be subject to the terms and conditions of this Plan. The Restricted Stock Award will be accepted by the Participant’s execution and delivery of the Restricted Stock Purchase Agreement and full payment for the Shares to the Company within thirty (30) days from the date the Restricted Stock Purchase Agreement is delivered to the person. If such person does not execute and deliver the Restricted Stock Purchase Agreement along with full payment for the Shares to the Company within such thirty (30) days, then the offer will terminate, unless otherwise determined by the Committee.

5.2 Purchase Price . The Purchase Price of Shares sold pursuant to a Restricted Stock Award will be determined by the Committee on the date the Restricted Stock Award is granted or at the time the purchase is consummated. Payment of the Purchase Price must be made in accordance with Section 8 hereof.

5.3 Dividends and Other Distributions . Participants holding Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares, unless the Committee provides otherwise at the time of award. If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid.

5.4 Restrictions . Restricted Stock Awards may be subject to the restrictions set forth in Sections 9 and 10 hereof or, with respect to a Restricted Stock Award to which Section 25102(o) is to apply, such other restrictions not inconsistent with Section 25102(o).

6. RESTRICTED STOCK UNITS .

6.1 Awards of Restricted Stock Units . A Restricted Stock Unit (“ RSU ”) is an Award covering a number of Shares that may be settled in cash, or by issuance of those Shares at a date in the future. No Purchase Price shall apply to an RSU settled in Shares. All grants of Restricted Stock Units will be evidenced by an Award Agreement that will be in such form (which need not be the same for each Participant) as the Committee will from time to time approve, and will comply with and be subject to the terms and conditions of this Plan.

6.2 Form and Timing of Settlement . To the extent permissible under applicable law, the Committee may permit a Participant to defer payment under a RSU to a date or dates after the RSU is earned, provided that the terms of the RSU and any deferral satisfy the requirements of Section 409A of the Code (or any successor) and any regulations or rulings promulgated thereunder. Settlement or payment of RSUs may be made in the form of cash or whole Shares or a combination thereof, all as the Committee determines.

7. STOCK APPRECIATION RIGHTS .

7.1 Awards of SARs . Stock Appreciation Rights (“ SARs ”) may be settled in cash, or Shares (which may consist of Restricted Stock or RSUs), having a value equal to the value determined by multiplying the difference between the Fair Market Value on the date of exercise over the Exercise Price and the number of Shares with respect to which the SAR is being settled. All grants of SARs made pursuant to this Plan will be evidenced by an Award Agreement that will be in such form (which need not be the same for each Participant) as the Committee will from time to time approve, and will comply with and be subject to the terms and conditions of this Plan.

7.2 Exercise Period and Expiration Date . A SAR will be exercisable within the times or upon the occurrence of events determined by the Committee and set forth in the Award Agreement governing such SAR. The Award Agreement shall set forth the Expiration Date; provided that no SAR will be exercisable after the expiration of ten years from the date the SAR is granted.

7.3 Exercise Price . The Committee will determine the Exercise Price of the SAR when the SAR is granted, and which may not be less than the Fair Market Value on the date of grant and may be settled in cash or in Shares.

7.4 Termination . Subject to earlier termination pursuant to Sections 11 and 13.1 hereof and except as otherwise set forth in the Award Agreement, exercise of SARs will always be subject to the following terms and conditions.

7.4.1 Other than Death or Disability or for Cause . If the Participant is Terminated for any reason other than death, Disability or for Cause, then the Participant may exercise such Participant’s SARs only to the extent that such SARs are exercisable as to Vested Shares upon the Termination Date or as otherwise determined by the Committee. SARs must be exercised by the Participant, if at all, as to all or some of the Vested Shares calculated as of the Termination Date or such other date determined by the Committee, within three (3) months after the Termination Date (or within such shorter time period, not less than thirty (30) days, or within such longer time period after the Termination Date as may be determined by the Committee) but in any event, no later than the expiration date of the SARs.

7.4.2 Death or Disability . If the Participant is Terminated because of Participant’s death or Disability (or the Participant dies within three (3) months after a Termination other than for Cause), then Participant’s SARs may be exercised only to the extent that such SARs are exercisable as to Vested Shares by Participant on the Termination Date or as otherwise determined by the Committee. Such SARs must be exercised by Participant (or Participant’s legal representative or authorized assignee), if at all, as to all or some of the Vested Shares calculated as of the Termination Date or such other date determined by the Committee, within twelve (12) months after the Termination Date (or within such shorter time period, not less than six (6) months, or within such longer time period after the Termination Date as may be determined by the Committee) but in any event no later than the expiration date of the SARs.

7.4.3 For Cause . If the Participant is terminated for Cause, then the Participant shall immediately forfeit all rights to their SARs and Participant’s SARs (whether vested or unvested) shall immediately expire on such Participant’s Termination Date, or at such later time and on such conditions as are determined by the Committee.

8. PAYMENT FOR PURCHASES AND EXERCISES .

8.1 Payment in General . Payment for Shares acquired pursuant to this Plan may be made in cash (by check) or, where expressly approved for the Participant by the Committee and where permitted by law:

(a) by cancellation of indebtedness of the Company owed to the Participant;

(b) by surrender of shares of the Company that are clear of all liens, claims, encumbrances or security interests and: (i) for which the Company has received “full payment of the purchase price” within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares) or (ii) that were obtained by Participant in the public market;

(c) by tender of a full recourse promissory note having such terms as may be approved by the Committee and bearing interest at a rate sufficient to avoid imputation of income under Sections 483 and 1274 of the Code; provided , however , that Participants who are not employees or directors of the Company will not be entitled to purchase Shares with a promissory note unless the note is adequately secured by collateral other than the Shares; provided , further , that the portion of the Exercise Price or Purchase Price, as the case may be, equal to the par value (if any) of the Shares must be paid in cash or other legal consideration permitted by the laws under which the Company is then incorporated or organized;

(d) by waiver of compensation due or accrued to the Participant from the Company for services rendered;

(e) by participating in a formal cashless exercise program implemented by the Committee in connection with the Plan;

(f) subject to compliance with applicable law, provided that a public market for the Company’s Common Stock exists, by exercising through a “same day sale” commitment from the Participant and a broker-dealer whereby the Participant irrevocably elects to exercise the Award and to sell a portion of the Shares so purchased sufficient to pay the total Exercise Price or Purchase Price, and whereby the broker-dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price or Purchase Price directly to the Company; or

(g) by any combination of the foregoing or any other method of payment approved by the Committee.

8.2 Withholding Taxes .

8.2.1 Withholding Generally . Whenever Shares are to be issued in satisfaction of Awards granted under this Plan, the Company may require the Participant to remit to the Company an amount sufficient to satisfy applicable tax withholding requirements prior to the delivery of any certificate or certificates for such Shares. Whenever, under this Plan, payments in satisfaction of Awards are to be made in cash by the Company, such payment will be net of an amount sufficient to satisfy applicable tax withholding requirements.

8.2.2 Stock Withholding . When, under applicable tax laws, a Participant incurs tax liability in connection with the exercise or vesting of any Award that is subject to tax withholding and the Participant is obligated to pay the Company the amount required to be withheld, the Committee may in its sole discretion allow the Participant to satisfy the minimum tax withholding obligation by electing to have the Company withhold from the Shares to be issued up to the minimum number of Shares having a Fair Market Value on the date that the amount of tax to be withheld is to be determined that is not more than the minimum amount to be withheld; or to arrange a mandatory “sell to cover” on Participant’s behalf (without further authorization) but in no event will the Company withhold Shares or “sell to cover” if such withholding would result in adverse accounting consequences to the Company. Any elections to have Shares withheld or sold for this purpose will be made in accordance with the requirements established by the Committee for such elections and be in writing in a form acceptable to the Committee.

9. RESTRICTIONS ON AWARDS .

9.1 Transferability . Except as permitted by the Committee, Awards granted under this Plan, and any interest therein, will not be transferable or assignable by Participant, other than by will or by the laws of descent and distribution, and, with respect to NQSOs, by instrument to an inter vivos or

testamentary trust in which the NQSOs are to be passed to beneficiaries upon the death of the trustor (settlor), or by gift to “family member” as that term is defined in Rule 701, and may not be made subject to execution, attachment or similar process. For the avoidance of doubt, the prohibition against assignment and transfer applies to a stock option and, prior to exercise, the shares to be issued on exercise of a stock option, and pursuant to the foregoing sentence shall be understood to include, without limitation, a prohibition against any pledge, hypothecation, or other transfer, including any short position, any “put equivalent position” or any “call equivalent position” (in each case, as defined in Rule 16a-1 promulgated under the Exchange Act). During the lifetime of the Participant an Award will be exercisable only by the Participant or Participant’s legal representative and any elections with respect to an Award may be made only by the Participant or Participant’s legal representative. The terms of an Option shall be binding upon the executor, administrator, successors and assigns of the Participant who is a party thereto.

9.2 Securities Law and Other Regulatory Compliance . Although this Plan is intended to be a written compensatory benefit plan within the meaning of Rule 701 promulgated under the Securities Act, grants may be made pursuant to this Plan that do not qualify for exemption under Rule 701 or Section 25102(o). Any requirement of this Plan which is required in law only because of Section 25102(o) need not apply with respect to a particular Award to which Section 25102(o) will not apply. An Award will not be effective unless such Award is in compliance with all applicable federal and state securities laws, rules and regulations of any governmental body, and the requirements of any stock exchange or automated quotation system upon which the Shares may then be listed or quoted, as they are in effect on the date of grant of the Award and also on the date of exercise or other issuance. Notwithstanding any other provision in this Plan, the Company will have no obligation to issue or deliver certificates for Shares under this Plan prior to (a) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable, and/or (b) compliance with any exemption, completion of any registration or other qualification of such Shares under any state or federal law or ruling of any governmental body that the Company determines to be necessary or advisable. The Company will be under no obligation to register the Shares with the SEC or to effect compliance with the exemption, registration, qualification or listing requirements of any state securities laws, stock exchange or automated quotation system, and the Company will have no liability for any inability or failure so do.

9.3 Exchange and Buyout of Awards . The Committee may, at any time or from time to time, authorize the Company, with the consent of the respective Participants, to issue new Awards in exchange for the surrender and cancellation of any or all outstanding Awards. Without prior stockholder approval the Committee may reprice Options or SARs (and where such repricing is a reduction in the Exercise Price of outstanding Options or SARs, the consent of the affected Participants is not required provided written notice is provided to them). The Committee may at any time buy from a Participant an Award previously granted with payment in cash, Shares (including Restricted Stock) or other consideration, based on such terms and conditions as the Committee and the Participant may agree.

10. RESTRICTIONS ON SHARES .

10.1 Privileges of Stock Ownership . No Participant will have any of the rights of a stockholder with respect to any Shares until such Shares are issued to the Participant. After Shares are issued to the Participant, the Participant will be a stockholder and have all the rights of a stockholder with respect to such Shares, including the right to vote and receive all dividends or other distributions made or paid with respect to such Shares; provided , that if such Shares are Restricted Stock, then any new, additional or different securities the Participant may become entitled to receive with respect to such Shares by virtue of a stock dividend, stock split or any other change in the corporate or capital structure of the Company will be subject to the same restrictions as the Restricted Stock. The Participant will have no right to retain such stock

dividends or stock distributions with respect to Unvested Shares that are repurchased as described in this Section 10.

10.2 Rights of First Refusal and Repurchase/Other Restrictions . At the discretion of the Committee, the Company may reserve to itself and/or its assignee(s) in the Award Agreement (a) a right of first refusal to purchase all Shares that a Participant (or a subsequent transferee) may propose to transfer to a third party, provided that such right of first refusal terminates upon the Company’s initial public offering of Common Stock pursuant to an effective registration statement filed under the Securities Act and (b) a right to repurchase Unvested Shares held by a Participant for cash and/or cancellation of purchase money indebtedness owed to the Company by the Participant following such Participant’s Termination at any time. At the discretion of the Committee, the Company may also require any other transfer restrictions on the Shares as it deems appropriate in the Award Agreement.

10.3 Escrow; Pledge of Shares . To enforce any restrictions on a Participant’s Shares, the Committee may require the Participant to deposit all certificates representing Shares, together with stock powers or other instruments of transfer approved by the Committee, appropriately endorsed in blank, with the Company or an agent designated by the Company to hold in escrow until such restrictions have lapsed or terminated. The Committee may cause a legend or legends referencing such restrictions to be placed on the certificate. Any Participant who is permitted to execute a promissory note as partial or full consideration for the purchase of Shares under this Plan will be required to pledge and deposit with the Company all or part of the Shares so purchased as collateral to secure the payment of Participant’s obligation to the Company under the promissory note; provided , however , that the Committee may require or accept other or additional forms of collateral to secure the payment of such obligation and, in any event, the Company will have full recourse against the Participant under the promissory note notwithstanding any pledge of the Participant’s Shares or other collateral. In connection with any pledge of the Shares, Participant will be required to execute and deliver a written pledge agreement in such form as the Committee will from time to time approve. The Shares purchased with the promissory note may be released from the pledge on a pro rata basis as the promissory note is paid.

10.4 Securities Law Restrictions . All certificates for Shares or other securities delivered under this Plan will be subject to such stock transfer orders, legends and other restrictions as the Committee may deem necessary or advisable, including restrictions under any applicable federal, state or foreign securities law, or any rules, regulations and other requirements of the SEC or any stock exchange or automated quotation system upon which the Shares may be listed or quoted.

11. CORPORATE TRANSACTIONS .

11.1 Acquisitions or Other Combinations . Except as otherwise set forth set forth in an Award Agreement, in the event that the Company is subject to an Acquisition or Other Combination, outstanding Awards acquired under the Plan shall be subject to the agreement evidencing the Acquisition or Other Combination, which need not treat all outstanding Awards in an identical manner. Such agreement, without the Participant’s consent, shall provide for one or more of the following with respect to all outstanding Awards as of the effective date of such Acquisition or Other Combination:

(a) The continuation of such outstanding Awards by the Company (if the Company is the successor entity).

(b) The assumption of outstanding Awards by the successor or acquiring entity (if any) in such Acquisition or Other Combination (or by any of its Parents, if any), which assumption, will be binding on all Participants; provided that the exercise price and the number and nature of shares issuable

upon exercise of any such option or stock appreciation right, or any award that is subject to Section 409A of the Code, will be adjusted appropriately pursuant to Section 424(a) and Section 409A of the Code. For the purposes of this Section 11, an Award will be considered assumed if, following the Acquisition or Other Combination, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Acquisition or Other Combination, the consideration (whether stock, cash, or other securities or property) received in the Acquisition or Other Combination by holders of Shares for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Acquisition or Other Combination is not solely common stock of the successor corporation or its Parent, the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Acquisition or Other Combination.

(c) The substitution by the successor or acquiring entity in such Acquisition or Other Combination (or by any of its Parents, if any) of equivalent awards with substantially the same terms for such outstanding Awards (except that the exercise price and the number and nature of shares issuable upon exercise of any such option or stock appreciation right, or any award that is subject to Section 409A of the Code, will be adjusted appropriately pursuant to Section 424(a) of the Code).

(d) The full or partial exercisability or vesting and accelerated expiration of outstanding Awards.

(e) The settlement of the full value of such outstanding Award (whether or not then vested or exercisable) in cash, cash equivalents, or securities of the successor entity (or its Parent, if any) with a Fair Market Value equal to the required amount, followed by the cancellation of such Awards; provided however, that such Award may be cancelled without consideration if such Award has no value, as determined by the Committee, in its discretion. Subject to Section 409A of the Code, such payment may be made in installments and may be deferred until the date or dates when the Award would have become exercisable or vested. Such payment may be subject to vesting based on the Participant’s continued service, provided that without the Participant’s consent, the vesting schedule shall not be less favorable to the Participant than the schedule under which the Award would have become vested or exercisable. For purposes of this Section 11.1(e), the Fair Market Value of any security shall be determined without regard to any vesting conditions that may apply to such security.

(f) The cancellation of outstanding Awards in exchange for no consideration.

Immediately following an Acquisition or Other Combination, outstanding Awards shall terminate and cease to be outstanding, except to the extent such Awards, have been continued, assumed or substituted, as described in Sections 11.1(a), (b) and/or (c).

11.2 Assumption of Awards by the Company . The Company, from time to time, also may substitute or assume outstanding awards granted by another entity, whether in connection with an acquisition of such other entity or otherwise, by either (a) granting an Award under this Plan in substitution of such other entity’s award or (b) assuming and/or converting such award as if it had been granted under this Plan if the terms of such assumed award could be applied to an Award granted under this Plan. Such substitution or assumption will be permissible if the holder of the substituted or assumed award would have been eligible to be granted an Award under this Plan if the other entity had applied the rules of this Plan to

such grant. In the event the Company assumes an award granted by another entity, the terms and conditions of such award will remain unchanged (except that the exercise price and the number and nature of shares issuable upon exercise of any such option or stock appreciation right, or any award that is subject to Section 409A of the Code, will be adjusted appropriately pursuant to Section 424(a) of the Code). In the event the Company elects to grant a new Option or SAR rather than assuming an existing option or stock appreciation right, such new Option or SAR may be granted with a similarly adjusted Exercise Price.

12. ADMINISTRATION .

12.1 Committee Authority . This Plan will be administered by the Committee or the Board if no Committee is created by the Board. Subject to the general purposes, terms and conditions of this Plan, and to the direction of the Board, the Committee will have full power to implement and carry out this Plan. Without limitation, the Committee will have the authority to:

(a) construe and interpret this Plan, any Award Agreement and any other agreement or document executed pursuant to this Plan;

(b) prescribe, amend, expand, modify and rescind or terminate rules and regulations relating to this Plan;

(d) determine the form and terms of Awards;

(e) determine the number of Shares or other consideration subject to Awards granted under this Plan;

(f) determine the Fair Market Value in good faith and interpret the applicable provisions of this Plan and the definition of Fair Market Value in connection with circumstances that impact the Fair Market Value, if necessary;

(g) determine whether Awards will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, other Awards under this Plan or awards under any other incentive or compensation plan of the Company or any Parent or Subsidiary of the Company;

(h) grant waivers of any conditions of this Plan or any Award;

(i) determine the terms of vesting, exercisability and payment of Awards to be granted pursuant to this Plan;

(j) correct any defect, supply any omission, or reconcile any inconsistency in this Plan, any Award, any Award Agreement, any Exercise Agreement or any Restricted Stock Purchase Agreement;

(k) determine whether an Award has been earned;

(l) extend the vesting period beyond a Participant’s Termination Date;

(m) adopt rules and/or procedures (including the adoption of any subplan under this Plan) relating to the operation and administration of the Plan to accommodate requirements of local law and procedures outside of the United States;

(n) delegate any of the foregoing to a subcommittee consisting of one or more executive officers pursuant to a specific delegation as may otherwise be permitted by applicable law;

(o) change the vesting schedule of Awards under the Plan prospectively in the event that the Participant’s service status changes between full and part time status in accordance with Company policies relating to work schedules and vesting of awards; and

(p) make all other determinations necessary or advisable in connection with the administration of this Plan.

12.2 Committee Composition and Discretion . The Board may delegate full administrative authority over the Plan and Awards to a Committee consisting of at least one member of the Board (or such greater number as may then be required by applicable law). Unless in contravention of any express terms of this Plan or Award, any determination made by the Committee with respect to any Award will be made in its sole discretion either (a) at the time of grant of the Award, or (b) subject to Section 4.9 hereof, at any later time. Any such determination will be final and binding on the Company and on all persons having an interest in any Award under this Plan. To the extent permitted by applicable law, the Committee may delegate to one or more officers of the Company the authority to grant an Award under this Plan, provided that each such officer is a member of the Board.

12.3 Nonexclusivity of the Plan . Neither the adoption of this Plan by the Board, the submission of this Plan to the stockholders of the Company for approval, nor any provision of this Plan will be construed as creating any limitations on the power of the Board to adopt such additional compensation arrangements as it may deem desirable, including, without limitation, the granting of stock options and other equity awards otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only in specific cases.

12.4 Governing Law . This Plan and all agreements hereunder shall be governed by and construed in accordance with the laws of the State of Washington, without giving effect to that body of laws pertaining to conflict of laws.

13. EFFECTIVENESS, AMENDMENT AND TERMINATION OF THE PLAN .

13.1 Adoption and Stockholder Approval . This Plan will become effective on the date that it is adopted by the Board (the “ Effective Date ”). This Plan will be approved by the stockholders of the Company (excluding Shares issued pursuant to this Plan), consistent with applicable laws, within twelve (12) months before or after the Effective Date. Upon the Effective Date, the Board may grant Awards pursuant to this Plan; provided , however , that: (a) no Option or SAR may be exercised prior to initial stockholder approval of this Plan; (b) no Option or SAR granted pursuant to an increase in the number of Shares approved by the Board shall be exercised prior to the time such increase has been approved by the stockholders of the Company; (c) in the event that initial stockholder approval is not obtained within the time period provided herein, all Awards for which only the exemption from California’s securities qualification requirements provided by Section 25102(o) can apply shall be canceled, any Shares issued pursuant to any such Award shall be canceled and any purchase of such Shares issued hereunder shall be rescinded; and (d) Awards (to which only the exemption from California’s securities qualification requirements provided by Section 25102(o) can apply) granted pursuant to an increase in the number of Shares approved by the Board which

increase is not approved by stockholders within the time then required under Section 25102(o) shall be canceled, any Shares issued pursuant to any such Awards shall be canceled, and any purchase of Shares subject to any such Award shall be rescinded.

13.2 Term of Plan . Unless earlier terminated as provided herein, this Plan will automatically terminate ten (10) years after the later of (i) the Effective Date, or (ii) the most recent increase in the number of Shares reserved under Section 2 that was approved by stockholders.

13.3 Amendment or Termination of Plan . Subject to Section 4.9 hereof, the Board may at any time (a) terminate or amend this Plan in any respect, including without limitation amendment of any form of Award Agreement or instrument to be executed pursuant to this Plan and (b) terminate any and all outstanding Options or SARs upon a dissolution or liquidation of the Company, followed by the payment of creditors and the distribution of any remaining funds to the Company’s stockholders; provided , however , that the Board will not, without the approval of the stockholders of the Company, amend this Plan in any manner that requires such stockholder approval pursuant to Section 25102(o) or pursuant to the Code or the regulations promulgated under the Code as such provisions apply to ISO plans. The termination of the Plan, or any amendment thereof, shall not affect any Share previously issued or any Award previously granted under the Plan.

14. DEFINITIONS . For all purposes of this Plan, the following terms will have the following meanings.

“ Acquisition ,” for purposes of Section 11, means:

(a) any consolidation or merger in which the Company is a constituent entity or is a party in which the voting stock and other voting securities of the Company that are outstanding immediately prior to the consummation of such consolidation or merger represent, or are converted into, securities of the surviving entity of such consolidation or merger (or of any Parent of such surviving entity) that, immediately after the consummation of such consolidation or merger, together possess less than fifty percent (50%) of the total voting power of all voting securities of such surviving entity (or of any of its Parents, if any) that are outstanding immediately after the consummation of such consolidation or merger;

(b) a sale or other transfer by the holders thereof of outstanding voting stock and/or other voting securities of the Company possessing more than fifty percent (50%) of the total voting power of all outstanding voting securities of the Company, whether in one transaction or in a series of related transactions, pursuant to an agreement or agreements to which the Company is a party and that has been approved by the Board, and pursuant to which such outstanding voting securities are sold or transferred to a single person or entity, to one or more persons or entities who are Affiliates of each other, or to one or more persons or entities acting in concert; or

(c) the sale, lease, transfer or other disposition, in a single transaction or series of related transactions, by the Company and/or any Subsidiary or Subsidiaries of the Company, of all or substantially all the assets of the Company and its Subsidiaries taken as a whole, (or, if substantially all of the assets of the Company and its Subsidiaries taken as a whole are held by one or more Subsidiaries, the sale or disposition (whether by consolidation, merger, conversion or otherwise) of such Subsidiaries of the Company), except where such sale, lease, transfer or other disposition is made to the Company or one or more wholly owned Subsidiaries of the Company (an “ Acquisition by Sale of Assets ”).

“ Affiliate ” of a specified person means a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified

(where, for purposes of this definition, the term “ control” (including the terms controlling , controlled by and under common control with ) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.

“ Award ” means any award pursuant to the terms and conditions of this Plan, including any Option, Restricted Stock Unit, Stock Appreciation Right or Restricted Stock Award.

“ Award Agreement ” means, with respect to each Award, the signed written or electronic agreement between the Company and the Participant setting forth the terms and conditions of the Award as approved by the Committee. For purposes of the Plan, the Award Agreement may be executed via written or electronic means .

“ Board ” means the Board of Directors of the Company.

“ Cause ” means, as determined by the Committee in its sole discretion and unless another definition is set forth in the Participant’s Award Agreement, Termination because of Participant’s commission of any act of fraud, embezzlement or dishonesty; any unauthorized use or disclosure of confidential information or trade secrets of the Company (or any Parent, Subsidiary or Affiliate); Participant’s conviction of or plea of nolo contendere to a felony or a crime involving moral turpitude; or any intentional misconduct by Participant adversely affecting the business or affairs of the Company (or any Parent, Subsidiary or Affiliate) in any material manner. This definition shall not restrict in any way the Company’s or any Parent’s, Subsidiary’s or Affiliate’s right to discharge Participant for any other reason, nor shall this definition be deemed to be inclusive of all the acts or omissions which constitute “Cause” for purposes other than this Plan.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Committee ” means the committee created and appointed by the Board to administer this Plan, or if no committee is created and appointed, the Board.

“ Company ” means Smartsheet Inc., a Washington corporation, or any successor corporation.

“ Disability ” means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Exercise Price ” means the price per Share at which a holder of an Option may purchase Shares issuable upon exercise of the Option.

“ Fair Market Value ” means, as of any date, the value of a share of the Company’s Common Stock determined as follows:

(a) if such Common Stock is then publicly traded on a national securities exchange, its closing price on the date of determination on the principal national securities exchange on which the Common Stock is listed or admitted to trading as reported in The Wall Street Journal ;

(b) if such Common Stock is publicly traded but is not listed or admitted to trading on a national securities exchange, the average of the closing bid and asked prices on the date of determination as reported by The Wall Street Journal (or, if not so reported, as otherwise reported by any newspaper or other source as the Committee may determine); or

“ Option ” means an award of an option to purchase Shares pursuant to Section 4 of this Plan.

“ Other Combination ” for purposes of Section 11 means any (a) consolidation or merger in which the Company is a constituent entity and is not the surviving entity of such consolidation or merger or (b) any conversion of the Company into another form of entity; provided that such consolidation, merger or conversion does not constitute an Acquisition.

“ Parent ” of a specified entity means, any entity that, either directly or indirectly, owns or controls such specified entity, where for this purpose, “ control ” means the ownership of stock, securities or other interests that possess at least a majority of the voting power of such specified entity (including indirect ownership or control of such stock, securities or other interests).

“ Participant ” means a person who receives an Award under this Plan.

“ Plan ” means this 2015 Equity Incentive Plan, as amended from time to time.

“ Purchase Price ” means the price at which a Participant may purchase Restricted Stock pursuant to this Plan.

“ Restricted Stock ” means Shares purchased pursuant to a Restricted Stock Award under this Plan.

“ Restricted Stock Award ” means an award of Shares pursuant to Section 5 hereof.

“ Restricted Stock Unit ” or “ RSU ” means an award made pursuant to Section 6 hereof.

“ Rule 701 ” means Rule 701 et seq. promulgated by the Commission under the Securities Act.

“ SEC ” means the Securities and Exchange Commission.

“ Section 25102(o) ” means Section 25102(o) of the California Corporations Code.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Shares ” means shares of the Company’s Common Stock reserved for issuance under this Plan, as adjusted pursuant to Sections 2.2 and 11 hereof, and any successor security.

“ Stock Appreciation Right ” or “ SAR ” means an award granted pursuant to Section 7 hereof.

“ Subsidiary ” means any entity (other than the Company) in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain owns

stock or other equity securities representing fifty percent (50%) or more of the total combined voting power of all classes of stock or other equity securities in one of the other entities in such chain.

“ Termination ” or “ Terminated ” means, for purposes of this Plan with respect to a Participant, that the Participant has for any reason ceased to provide services as an employee, officer, director or consultant to the Company or a Parent or Subsidiary of the Company. A Participant will not be deemed to have ceased to provide services while the Participant is on a bona fide leave of absence, if such leave was approved by the Company in writing. In the case of an approved leave of absence, the Committee may make such provisions respecting crediting of service, including suspension of vesting of the Award (including pursuant to a formal policy adopted from time to time by the Company) it may deem appropriate, except that in no event may an Option be exercised after the expiration of the term set forth in the Stock Option Agreement. The Committee will have sole discretion to determine whether a Participant has ceased to provide services and the effective date on which the Participant ceased to provide services (the “ Termination Date ”).

“ Unvested Shares ” means “ Unvested Shares ” as defined in the Award Agreement for an Award.

“ Vested Shares ” means “ Vested Shares ” as defined in the Award Agreement.

* * * * * * * * * * *

Amendments

Approved by Board of Directors on June 17, 2015 (2,771,314 shares reserved representing shares available for issuance under 2005 Option/Restricted Stock Plan as of termination date plus any shares that are subsequently cancelled under 2005 Option/Restricted Stock Plan) and by shareholders on October 7, 2015

Amended by Board of Directors on August 7, 2015 to amend Section 5 to provide that shares may be granted without vesting or repurchase restrictions

Amended by Board of Directors and by the shareholders on October 27, 2016 to increase option pool by 4,000,000 shares

Amended by Board of Directors and by the shareholders on May 19, 2017 to increase option pool by 2,450,672 shares

EARLY EXERCISE FORM

STOCK OPTION EXERCISE NOTICE AND AGREEMENT

SMARTSHEET INC.

2015 EQUITY INCENTIVE PLAN

* NOTE : You must sign this Notice on Page 3 before submitting it to Smartsheet Inc. (the “Company”).

OPTIONEE INFORMATION: Please provide the following information about yourself (“ Optionee ”) :



Name:			Social Security Number:
Address:
			Employee Number:
Email:

OPTION INFORMATION: Please provide this information on the option being exercised ( the “ Option ” ):



Grant No.
Date of Grant:		Type of Stock Option:
Option Price per Share:	$____	o Nonqualified (NQSO)
Total number of shares of Common Stock of the Company		o Incentive (ISO)
subject to the Option:

EXERCISE INFORMATION:

Number of shares of Common Stock of the Company for which the Option is now being exercised [________________]. (These shares are referred to below as the “ Purchased Shares .”)

Total Exercise Price Being Paid for the Purchased Shares: $____________

Form of payment enclosed [check all that apply] :

o Check for $____________, payable to “ Smartsheet Inc . ”

o Certificate(s) for ________________ shares of Common Stock of the Company. These shares will be valued as of the date this notice is received by the Company. [Requires Company consent.]

AGREEMENTS, REPRESENTATIONS AND ACKNOWLEDGMENTS OF OPTIONEE: By signing this Stock Option Exercise Notice and Agreement, Optionee hereby agrees with, and represents to, the Company as follows:


1.	Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased Shares by exercise of this Option subject to all other terms and conditions of the Notice of Stock Option Grant and the Stock Option Agreement that govern the Option, including without limitation the terms of the Company’s 2015 Equity Incentive Plan, as it may be amended (the “ Plan ”).

EARLY EXERCISE FORM

registration requirement and that the Purchased Shares must be held by me indefinitely, unless they are subsequently registered under the Securities Act or I obtain an opinion of counsel (in form and substance satisfactory to the Company and its counsel) that registration is not required. I acknowledge that the Company is under no obligation to register the Purchased Shares under the Securities Act or under any other securities law.

Restrictions on Transfer: Rule 144. I will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder (including Rule 144 under the Securities Act described below “Rule 144”)) or of any other applicable securities laws. I am aware of Rule 144, which permits limited public resales of securities acquired in a non-public offering, subject to satisfaction of certain conditions, which include (without limitation) that: (a) certain current public information about the Company is available; (b) the resale occurs only after the holding period required by Rule 144 has been met; (c) the sale occurs through an unsolicited “broker’s transaction;” and (d) the amount of securities being sold during any three-month period does not exceed specified limitations. I understand that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.

Access to Information; Understanding of Risk in Investment. I acknowledge that I have received and had access to such information as I consider necessary or appropriate for deciding whether to invest in the Purchased Shares and that I had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares. I am aware that my investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. I am able, without impairing my financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of my investment in the Purchased Shares.

Rights of First Refusal; Repurchase Options; Market Stand-off. I acknowledge that the Purchased Shares remain subject to the Company’s Right of First Refusal, the Company’s Repurchase Option (with respect to unvested Purchased Shares) and the market stand-off covenants (sometimes referred to as the “lock-up”), all in accordance with the applicable Notice of Stock Option Grant and the Stock Option Agreement that govern the Option


6.	Bylaws Restrictions. I acknowledge that the Purchased Shares are subject to certain restrictions on transfer contained in the Bylaws of the Company and hereby agree to be bound by such restrictions on transfer.

Form of Ownership. I acknowledge that the Company has encouraged me to consult my own adviser to determine the form of ownership of the Purchased Shares that is appropriate for me. In the event that I choose to transfer my Purchased Shares to a trust, I agree to sign a Stock Transfer Agreement. In the event that I choose to transfer my Purchased Shares to a trust that is not an eligible revocable trust, I also acknowledge that the transfer will be treated as a “disposition” for tax purposes. As a result, the favorable ISO tax treatment will be unavailable and other unfavorable tax consequences may occur.


8.	Investigation of Tax Consequences. I acknowledge that the Company has encouraged me to consult my own adviser to determine the tax consequences of acquiring the Purchased Shares at this time.

EARLY EXERCISE FORM

share is at least equal to the fair market value per share of the Common Stock at the time the option was granted by the Board. Since shares of the Common Stock are not traded on an established securities market, the determination of their fair market value was made by the Board and/or by an independent valuation firm retained by the Company. I acknowledge that there is no guarantee in either case that the Internal Revenue Service will agree with the valuation, and I will not make any claim against the Company or its Board of Directors, officers or employees in the event that the Internal Revenue Service asserts that the valuation was too low.


10.	Spouse Consent. I agree to seek the consent of my spouse to the extent required by the Company to enforce the foregoing.


11.	Tax Withholding. As a condition of exercising this Option, I agree to make adequate provision for foreign, federal, state or other tax withholding obligations, if any, which arise upon the grant, vesting or exercise of this Option, or disposition of the Purchased Shares, whether by withholding, direct payment to the Company, or otherwise.

IMPORTANT NOTE : UNVESTED PURCHASED SHARES ARE SUBJECT TO REPURCHASE BY THE COMPANY. PLEASE CONSULT WITH YOUR TAX ADVISER CONCERNING THE ADVISABILITY OF FILING AN 83(b) ELECTION WITH THE INTERNAL REVENUE SERVICE WHICH MUST BE FILED WITHIN THIRTY (30) DAYS AFTER THE PURCHASE OF SHARES TO BE EFFECTIVE.

A form of Election under Section 83(b) is attached hereto as Exhibit 1 for reference. Unless an 83(b) election is timely filed with the Internal Revenue Service (and, if necessary, the proper state taxing authorities), electing pursuant to Section 83(b) of the Internal Revenue Code (and similar state tax provisions, if applicable) to be taxed currently on any difference between the purchase price of the Unvested Purchased Shares and their fair market value on the date of purchase, there may be a recognition of taxable income (including, where applicable, alternative minimum taxable income) to you, measured by the excess, if any, of the Fair Market Value of the Unvested Purchased Shares at the time they cease to be Unvested Purchased Shares, over the purchase price of the Unvested Purchased Shares.

The undersigned hereby executes and delivers this Stock Option Exercise Notice and Agreement and agrees to be bound by its terms



SIGNATURE:		DATE:

Optionee’s Name:

RECEIPT ACKNOWLEDGED

SMARTSHEET INC.



By:
Name:
Title:

Date:

Attachments: Exhibit 1 – Section 83(b) Election Form

[Signature Page To Stock Option Exercise Notice And Agreement]

EARLY EXERCISE FORM

EXHIBIT 1

SECTION 83(b) ELECTION

ELECTION UNDER SECTION 83(b) OF THE

INTERNAL REVENUE CODE

The undersigned Taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include the excess, if any, of the fair market value of the property described below at the time of transfer over the amount paid for such property, as compensation for services in the calculation of: (1) regular gross income; (2) alternative minimum taxable income; or (3) disqualifying disposition gross income, as the case may be.



1.	TAXPAYER’S NAME:
	TAXPAYER’S ADDRESS:

	SOCIAL SECURITY NUMBER:


2.	The property with respect to which the election is made is described as follows: _______ shares of Common Stock of Smartsheet Inc., a Washington corporation (the “ Company ”), which were transferred upon exercise of an option by the Company, which is Taxpayer’s employer or the corporation for whom the Taxpayer performs services.


3.	The date on which the shares were transferred was pursuant to the exercise of the option was ____________________, _____ and this election is made for calendar year ____.


4.	The shares received upon exercise of the option are subject to the following restrictions: The Company may repurchase all or a portion of the shares at Taxpayer’s original purchase price per share, under certain conditions at the time of Taxpayer’s termination of employment or services.


5.	The fair market value of the shares (without regard to restrictions other than restrictions which by their terms will never lapse) was $_____ per share x _______ shares = $_______ at the time of exercise of the option.


6.	The amount paid for such shares upon exercise of the option was $____ per share x ________ shares = $________.


7.	The Taxpayer has submitted a copy of this statement to the Company.


8.	The amount to include in gross income is $______________. [The result of the amount reported in Item 5 minus the amount reported in Item 6.]

THIS ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE (“ IRS ”), AT THE OFFICE WHERE THE TAXPAYER FILES ANNUAL INCOME TAX RETURNS, WITHIN 30 DAYS AFTER THE DATE OF TRANSFER OF THE SHARES, AND MUST ALSO BE FILED WITH THE TAXPAYER’S INCOME TAX RETURNS FOR THE CALENDAR YEAR. THE ELECTION CANNOT BE REVOKED WITHOUT THE CONSENT OF THE IRS.



Dated:
			Taxpayer’s Signature

GRANT NO. ________

STOCK OPTION EXERCISE NOTICE AND AGREEMENT

SMARTSHEET INC.

2015 EQUITY INCENTIVE PLAN

* NOTE : You must sign this Notice on Page 3 before submitting it to Smartsheet Inc. (the “Company”).

OPTIONEE INFORMATION: Please provide the following information about yourself (“ Optionee ”) :



Name:			Social Security Number:
Address:
			Employee Number:
Email:

OPTION INFORMATION: Please provide this information on the option being exercised ( the “ Option ” ):



Grant No.
Date of Grant:		Type of Stock Option:
Option Price per Share:	$______	o Nonqualified (NQSO)
Total number of shares of Common Stock of the Company		o Incentive (ISO)
subject to the Option:

EXERCISE INFORMATION:

Number of shares of Common Stock of the Company for which the Option is now being exercised [________________]. (These shares are referred to below as the “ Purchased Shares .”)

Total Exercise Price Being Paid for the Purchased Shares: $____________

Form of payment enclosed [check all that apply] :

o Check for $____________, payable to “ Smartsheet Inc . ”

o Certificate(s) for ________________ shares of Common Stock of the Company. These shares will be valued as of the date this notice is received by the Company. [Requires Company consent.]

AGREEMENTS, REPRESENTATIONS AND ACKNOWLEDGMENTS OF OPTIONEE: By signing this Stock Option Exercise Notice and Agreement, Optionee hereby agrees with, and represents to, the Company as follows:


1.	Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased Shares by exercise of this Option subject to all other terms and conditions of the Notice of Stock Option Grant and the Stock Option Agreement that govern the Option, including without limitation the terms of the Company’s 2015 Equity Incentive Plan, as it may be amended (the “ Plan ”).

Investment Intent; Securities Law Restrictions. I represent and warrant to the Company that I am acquiring and will hold the Purchased Shares for investment for my account only, and not with a view to, or for resale in connection with, any “distribution” of the Purchased Shares within the meaning of the Securities Act of 1933, as amended (the “ Securities Act ”). I understand that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption from such registration requirement and that the Purchased Shares must be held by me indefinitely, unless they are subsequently registered under the Securities Act or I obtain an opinion of counsel (in form and substance satisfactory to the Company and its counsel) that registration is not required. I acknowledge

GRANT NO. ________

that the Company is under no obligation to register the Purchased Shares under the Securities Act or under any other securities law.

Restrictions on Transfer: Rule 144. I will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder (including Rule 144 under the Securities Act described below “Rule 144”)) or of any other applicable securities laws. I am aware of Rule 144, which permits limited public resales of securities acquired in a non-public offering, subject to satisfaction of certain conditions, which include (without limitation) that: (a) certain current public information about the Company is available; (b) the resale occurs only after the holding period required by Rule 144 has been met; (c) the sale occurs through an unsolicited “broker’s transaction”; and (d) the amount of securities being sold during any three-month period does not exceed specified limitations. I understand that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.


5.	Rights of First Refusal; Market Stand-off. I acknowledge that the Purchased Shares remain subject to the Company’s Right of First Refusal and the market stand-off covenants (sometimes referred to as the “lock-up”), all in accordance with the applicable Notice of Stock Option Grant and the Stock Option Agreement that govern the Option.


6.	Bylaws Restrictions. I acknowledge that the Purchased Shares are subject to certain restrictions on transfer contained in the Bylaws of the Company and hereby agree to be bound by such restrictions on transfer.


8.	Investigation of Tax Consequences. I acknowledge that the Company has encouraged me to consult my own adviser to determine the tax consequences of acquiring the Purchased Shares at this time.

Other Tax Matters. I agree that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes my tax liabilities. I will not make any claim against the Company or its Board, officers or employees related to tax liabilities arising from my options or my other compensation. In particular, I acknowledge that my options (including the Option) are exempt from section 409A of the Internal Revenue Code only if the exercise price per share is at least equal to the fair market value per share of the Common Stock at the time the option was granted by the Board. Since shares of the Common Stock are not traded on an established securities market, the determination of their fair market value was made by the Board and/or by an independent valuation firm retained by the Company. I acknowledge that there is no guarantee in

GRANT NO. ________

either case that the Internal Revenue Service will agree with the valuation, and I will not make any claim against the Company or its Board, officers or employees in the event that the Internal Revenue Service asserts that the valuation was too low.


10.	Spouse Consent. I agree to seek the consent of my spouse to the extent required by the Company to enforce the foregoing.


11.	Tax Withholding. As a condition of exercising this Option, I agree to make adequate provision for foreign, federal, state or other tax withholding obligations, if any, which arise upon the grant, vesting or exercise of this Option, or disposition of the Purchased Shares, whether by withholding, direct payment to the Company, or otherwise.

The undersigned hereby executes and delivers this Stock Option Exercise Notice and Agreement to agrees to be bound by its terms



SIGNATURE:		DATE:

Optionee’s Name:

RECEIPT ACKNOWLEDGED

SMARTSHEET INC.



By:
Name:
Title:

Date Recieved:

[Signature Page to Stock Option Exercise Notice and Agreement]

GRANT NO. ________

EXHIBIT TO EXERCISE NOTICE

(see attached)

JOINDER AGREEMENT

FOR

THE VOTING AGREEMENT

AND

THE RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT

The undersigned joining party hereby agrees to become a party to: (1) that certain Amended and Restated Voting Agreement dated as of April 21, 2014, by and among Smartsheet Inc., a Washington corporation (the “ Company ”) and the parties identified as “Common Holders” and “Investors” therein, as amended from time to time in accordance with its terms (the “ Voting Agreement ”); and (2) that certain Amended and Restated Right of First Refusal and Co-Sale Agreement dated as of April 21, 2014 by and among the Company and the parties identified as “Common Holders” and “Investors” therein, as amended from time to time in accordance with its terms (the “ ROFR Agreement ”), and to be bound by all provisions of each of the Voting Agreement and ROFR Agreement in the capacity of Common Holder as defined therein.

This Joinder Agreement shall take effect and shall become a part of each of the Voting Agreement and ROFR Agreement, and Schedule of Common Holders to each such agreement shall be amended and restated upon execution by any person of this Joinder Agreement.

IN WITNESS WHEREOF, the undersigned has duly executed this Joinder Agreement as of the date set forth below:



COMMON HOLDER


Name:
Email:
Date

SMARTSHEET INC.

2015 EQUITY INCENTIVE PLAN

RESTRICTED STOCK PURCHASE AGREEMENT

This Restricted Stock Purchase Agreement (the “ Agreement ”) is made and entered into as of _________________ (the “ Effective Date ”) by and between Smartsheet, Inc., a Washington corporation (the “ Company ”), and _____________ (“ Purchaser ”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Company’s 2015 Equity Incentive Plan, as may be amended from time to time (the “ Plan ”).


1.	PURCHASE OF SHARES.

1.1 Agreement to Purchase and Sell Shares . On the Effective Date and subject to the terms and conditions of this Agreement and the Plan, Purchaser hereby purchases from the Company, and the Company hereby sells to Purchaser, _____________ (_______) shares of the Company’s Common Stock (the “ Shares ”), at the price of ___________ ( $____) per share (the “ Purchase Price Per Share ”) for a Total Purchase Price of ___________($________) (the “ Purchase Price ”). As used in this Agreement, the term “ Shares ” includes the Shares purchased under this Agreement and all securities received (a) in replacement of the Shares, (b) as a result of stock dividends or stock splits with respect to the Shares, and (c) in replacement of the Shares in a merger, recapitalization, reorganization or similar corporate transaction.

1.2 Payment . Purchaser hereby delivers payment of the Purchase Price as follows (check and complete as appropriate):


[ ]	in cash (by check) in the amount of $_________________, receipt of which is acknowledged by the Company.


[ ]	by cancellation of indebtedness of the Company owed to Purchaser in the amount of $__________________________________.


[ ]	by the waiver hereby of compensation due or accrued for services rendered in the amount of $_______________________________.

[ ]

by delivery of _________ fully-paid, nonassessable and vested shares of the Common Stock of the Company owned by Purchaser free and clear of all liens, claims, encumbrances or security interests, valued at the current Fair Market Value of $___________ per share (a) for which the Company has received “full payment of the purchase price” within the meaning of SEC Rule 144, (if purchased by use of a promissory note, such note has been fully paid with respect to such vested shares), or (b) that were obtained by Purchaser in the open public market.


2.	DELIVERIES.

2.1 Deliveries by the Purchaser . Purchaser hereby delivers to the Company at its principal executive offices: (a) this completed and signed Agreement, and (b) the Purchase Price, paid by delivery of the form of payment specified in Section 1.2.

2.2 Deliveries by the Company . Upon its receipt of the Purchase Price, payment or other provision for any applicable tax obligations, if any, and all the documents to be executed and delivered by Purchaser to the Company as provided herein, the Company will issue a duly executed stock certificate evidencing the Shares in the name of Purchaser with the appropriate legends affixed thereto, to be placed in escrow as provided in Section 7.2 to secure performance of Purchaser’s obligations under Sections 5 and 6

until expiration or termination of the Company’s Repurchase Option and Refusal Right (as such terms are defined in Sections 5 and 6, respectively).

3. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser represents and warrants to the Company as follows.

3.1 Agrees to Terms of the Plan . Purchaser has received a copy of the Plan, has read and understands the terms of the Plan and this Agreement, and agrees to be bound by their terms and conditions.

3.2 Acknowledgment of Tax Risks . Purchaser acknowledges that there may be adverse tax consequences upon the purchase and the disposition of the Shares, and that Purchaser has been advised by the Company to consult a tax adviser prior to such purchase or disposition. Purchaser further acknowledges that Purchaser is not relying on the Company or its counsel for tax advice regarding Purchaser’s purchaser or disposition of the Shares or the tax consequences to Purchaser of this Agreement.

3.3 Shares Not Registered or Qualified . Purchaser understands and acknowledges that the Shares have not been registered with the SEC under the Securities Act, or with any securities regulatory agency administering any state securities laws, and that, notwithstanding any other provision of this Agreement to the contrary, the purchase of any Shares is expressly conditioned upon compliance with the Securities Act and all applicable state securities laws. Purchaser agrees to cooperate with the Company to ensure compliance with such laws.

3.4 No Transfer Unless Registered or Exempt; Contractual Restrictions on Transfers . Purchaser understands that Purchaser may not transfer any Shares unless such Shares are registered under the Securities Act or qualified under applicable state securities laws or unless, in the opinion of counsel to the Company, exemptions from such registration and qualification requirements are available. Purchaser understands that only the Company may file a registration statement with the SEC and that the Company is under no obligation to do so with respect to the Shares. Purchaser has also been advised that exemptions from registration and qualification may not be available or may not permit Purchaser to transfer all or any of the Shares in the amounts or at the times proposed by Purchaser. Purchaser further acknowledges that this Agreement imposes additional restrictions on transfer of the Shares.

3.5 SEC Rule 701 . Shares that are issued pursuant to SEC Rule 701 promulgated under the Securities Act may become freely tradable by non-affiliates (under limited conditions regarding the method of sale) ninety (90) days after the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the SEC, subject to the lengthier market standoff agreement contained in Section 4 of this Agreement or any other agreement entered into by Purchaser. Affiliates must comply with the provisions (other than the holding period requirements) of Rule 144 which permits certain limited sales of unregistered securities. Rule 144 is not presently available with respect to the Shares and, in any event, requires that the Shares be held for a minimum of six (6) months, and in certain cases one (1) year, after they have been purchased and paid for (within the meaning of Rule 144). Purchaser understands that use of a promissory note as payment for the Shares may not be deemed to be “full payment of the purchase price” within the meaning of Rule 144 unless certain conditions are met and that, accordingly, the Rule 144 holding period of such Shares may not begin to run until such Shares are fully paid for within the meaning of Rule 144. Purchaser understands that Rule 144 may indefinitely restrict transfer of the Shares so long as Purchaser remains an “affiliate” of the Company or if “current public information” about the Company (as defined in Rule 144) is not publicly available.

3.6 Access to Information . Purchaser has had access to all information regarding the Company and its present and prospective business, assets, liabilities and financial condition that Purchaser

reasonably considers important in making the decision to purchase the Shares, and Purchaser has had ample opportunity to ask questions of the Company’s representatives concerning such matters and this investment.

3.7 Understanding of Risks . Purchaser is fully aware of: (a) the highly speculative nature of the investment in the Shares; (b) the financial hazards involved; (c) the lack of liquidity of the Shares and the restrictions on transferability of the Shares ( e.g. , that Purchaser may not be able to sell or dispose of the Shares or use them as collateral for loans); (d) the qualifications and backgrounds of the management of the Company; and (e) the tax consequences of investment in, and disposition of, the Shares.

3.8 Purchase for Own Account for Investment . Purchaser is purchasing the Shares for Purchaser’s own account for investment purposes only and not with a view to, or for sale in connection with, a distribution of the Shares within the meaning of the Securities Act. Purchaser has no present intention of selling or otherwise disposing of all or any portion of the Shares and no one other than Purchaser has any beneficial ownership of any of the Shares.

3.9 No General Solicitation . At no time was Purchaser presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or other form of general advertising or solicitation in connection with the offer, sale and purchase of the Shares.

3.10 SEC Rule 144 . Purchaser has been advised that SEC Rule 144 promulgated under the Securities Act, which permits certain limited sales of unregistered securities, is not presently available with respect to the Shares and, in any event, requires that the Shares be held for a minimum of six (6) months, and in certain cases one (1) year, after they have been purchased and paid for (within the meaning of Rule 144), subject to the lengthier market standoff agreement contained in Section 4 of this Agreement or any other agreement entered into by Purchaser. Purchaser understands that Rule 144 may indefinitely restrict transfer of the Shares so long as Purchaser remains an “affiliate” of the Company or if “current public information” about the Company (as defined in Rule 144) is not publicly available.

4. MARKET STANDOFF AGREEMENT. Subject to the provisions of this Section, Purchaser agrees in connection with any registration of the Company’s securities under the Securities Act or other registered public offering that, Purchaser will not sell or otherwise dispose of any Shares without the prior written consent of the Company or such managing underwriters, as the case may be, for a period of time (not to exceed one hundred eighty (180) days) after the effective date of such registration requested by such managing underwriters and subject to all restrictions as the Company or the managing underwriters may specify for employee-stockholders generally; provided however , that if during the last seventeen (17) days of the restricted period the Company issues an earnings release or material news, or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the restricted period, then, if required by the underwriters or the Company, for so long as, and to the extent that, Rule 2711 or any successor rule of the Financial Industry Regulatory Authority applies, the restrictions imposed by this Section 4 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The restricted period shall in any event terminate two (2) years after the closing date of the Company’s initial public offering. For purposes of this Section 4, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section and to impose stop transfer instructions with respect to the Shares until the end of such period. Purchaser further agrees that the underwriters of any such registered public offering shall be third party beneficiaries of this Section 4 and agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing. Notwithstanding anything in this Section to the contrary, for the avoidance of doubt, the

foregoing provisions of this Section shall not apply to any registration of securities of the Company (a) under an employee benefit plan or (b) in a merger, consolidation, business combination or similar transaction.

5. COMPANY’S REPURCHASE OPTION FOR UNVESTED SHARES. The Company, or (subject to Section 5.6) its assignee, shall have the option to repurchase all or a portion of the Purchaser’s Shares that are Unvested Shares (as defined below) on the Termination Date on the terms and conditions set forth in this Section (the “ Repurchase Option ”) if Purchaser is Terminated (as defined in the Plan) for any reason, or no reason, including without limitation, Purchaser’s death, Disability (as defined in the Plan), voluntary resignation or termination by the Company with or without Cause.

5.1 Termination and Termination Date . In case of any dispute as to whether Purchaser is Terminated, the Committee shall have discretion to determine in good faith whether Purchaser has been Terminated and the effective date of such Termination (the “ Termination Date ”).

5.2 Vested and Unvested Shares . Shares that are vested pursuant to the schedule set forth in this Section 5.2 are “ Vested Shares .” Shares that are not vested pursuant to such schedule are “ Unvested Shares .” On the Effective Date, ________________ of the Shares will be Unvested Shares (the “ Initial Unvested Shares ”). Provided Purchaser continues to provide services to the Company or any Subsidiary or Parent of the Company at all times from the Effective Date until ________________ (the “ First Vesting Date ”), then on the First Vesting Date one-fourth (1/4 ^th ) of the Initial Unvested Shares will become Vested Shares, and on the same day of each succeeding calendar month thereafter (or if there is no such day in any month, then the last day of such calendar month), an additional one forty-eighth 1/48 ^th of the Initial Unvested Shares shall vest until the earliest to occur of (a) the date all of the Shares are Vested Shares, (b) the Termination Date or (c) the date vesting otherwise terminates pursuant to this Agreement or the Plan. No fractional Shares shall be issued. No Shares will become Vested Shares after the Termination Date. The number of the Shares that are Vested Shares or Unvested Shares will be proportionally adjusted to reflect any stock split, reverse stock split or similar change in the capital structure of the Company as set forth in Section 2.2 of the Plan occurring after the Effective Date.

5.3 Exercise of Repurchase Option . At any time within ninety (90) days after the Purchaser’s Termination Date, the Company, or its assignee, may, at its option, elect to repurchase any or all the Purchaser’s Shares that are Unvested Shares on the Termination Date by giving Purchaser written notice of exercise of the Repurchase Option, specifying the number of Unvested Shares to be repurchased. Such Unvested Shares shall be repurchased at the Purchase Price Per Share, proportionately adjusted for any stock split, reverse stock split or similar change in the capital structure of the Company as set forth in Section 2.2 of the Plan occurring after the Effective Date (the “ Repurchase Price ”). The Repurchase Price shall be payable, at the option of the Company or its assignee, by check or by cancellation of all or a portion of any outstanding indebtedness owed by Purchaser to the Company and/or such assignee, or by any combination thereof. The Repurchase Price shall be paid without interest within the term of the Repurchase Option as described in the first sentence of this Section 5.3. The Company may, at its option, decline to exercise its Repurchase Option or may exercise its Repurchase Option only with respect to a portion of the Unvested Shares.

5.4 Right of Termination Unaffected . Nothing in this Agreement shall be construed to limit or otherwise affect in any manner whatsoever the right or power of the Company (or any Parent or Subsidiary of the Company) to terminate Purchaser’s employment or other relationship with Company (or the Parent or Subsidiary of the Company) at any time, for any reason or no reason, with or without Cause.

5.5 Additional or Exchanged Securities and Property . Subject to the provisions of Section 5.2 above, in the event of a merger or consolidation of the Company with or into another entity, any

other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin‑off, a recapitalization or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed or issued with respect to, any Unvested Shares shall immediately be subject to the Repurchase Option. Appropriate adjustments shall be made to the price per share to be paid for Unvested Shares upon the exercise of the Repurchase Option (by allocating such price among the Unvested Shares and such other securities or property), provided that the aggregate purchase price payable for the Unvested Shares and all such other securities and property shall remain the same price that was original payable under the Repurchase Option to repurchase such Unvested Shares. Subject to the provisions of Section 5.2 above, in the event of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, the Repurchase Option may be exercised by the Company’s successor.

5.6 Assignment of Repurchase Right . The Company may freely assign the Company’s Repurchase Option, in whole or in part, provided that any person who accepts an assignment of the Repurchase Option from the Company shall assume all of the Company’s rights and obligations with respect to the Repurchase Option (to the extent so assigned) under this Agreement.

6. COMPANY’S REFUSAL RIGHT. Unvested Shares shall be subject to the restrictions on transfer and the granting of encumbrances thereon as provided in Section 7 hereof. Before any Vested Shares (as defined in Section 5 hereof) held by Purchaser or any transferee of such Vested Shares (either sometimes referred to herein as the “ Holder ”) may be sold or otherwise transferred (including, without limitation, a transfer by gift or operation of law), the Company and/or its assignee(s) will have a right of first refusal to purchase the Vested Shares to be sold or transferred (the “ Offered Shares ”) on the terms and conditions set forth in this Section (the “ Refusal Right ”).

6.1 Notice of Proposed Transfer . The Holder of the Offered Shares will deliver to the Company a written notice (the “ Notice ”) stating: (a) the Holder’s bona fide intention to sell or otherwise transfer the Offered Shares; (b) the name and address of each proposed purchaser or other transferee of Offered Shares (“ Proposed Transferee ”); (c) the number of Offered Shares to be transferred to each Proposed Transferee; (d) the bona fide cash price or other consideration for which the Holder proposes to transfer the Offered Shares to each Proposed Transferee (the “ Offered Price ”); and (e) that the Holder acknowledges this Notice is an offer to sell the Offered Shares to the Company and/or its assignee(s) pursuant to the Company’s Refusal Right at the Offered Price as provided for in this Agreement.

6.2 Exercise of Refusal Right . At any time within thirty (30) days after the date the Notice is effective pursuant to Section 9.2, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all (or, with the consent of the Holder, less than all) the Offered Shares proposed to be transferred to any one or more of the Proposed Transferees named in the Notice, at the purchase price, determined as provided in Section 6.3 below.

6.3 Purchase Price . The purchase price for the Offered Shares purchased under this Section will be the Offered Price, provided that if the Offered Price consists of no legal consideration (as, for example, in the case of a transfer by gift), then the purchase price will be the fair market value of the Offered Shares as determined in good faith by the Company’s Board of Directors. If the Offered Price includes consideration other than cash, then the value of the non-cash consideration, as determined in good faith by the Company’s Board of Directors, will conclusively be deemed to be the cash equivalent value of such non-cash consideration.

6.4 Payment . The purchase price for the Offered Shares will be paid, at the option of the Company and/or its assignee(s) (as applicable), by check or by cancellation of all or a portion of any outstanding indebtedness owed by the Holder to the Company (or to such assignee, in the case of a purchase of Offered Shares by such assignee) or by any combination thereof. The purchase price will be paid without interest within sixty (60) days after the Company’s receipt of the Notice, or, at the option of the Company and/or its assignee(s), in the manner and at the time(s) set forth in the Notice.

6.5 Holder’s Right to Transfer . If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Offered Shares to such Proposed Transferee at the Offered Price or at a higher price, provided that (a) such sale or other transfer is consummated within one hundred twenty (120) days after the date the Notice is effective pursuant to Section 9.2, (b) any such sale or other transfer is effected in compliance with all applicable securities laws, and (c) such Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to such Proposed Transferee within such one hundred twenty (120) day period, then a new Notice must be given to the Company pursuant to which the Company will again be offered the Refusal Right before any Shares held by the Holder may be sold or otherwise transferred.

6.6 Exempt Transfers . Notwithstanding the foregoing, the following transfers of Vested Shares will be exempt from the Refusal Right: (a) the transfer of any or all of the Vested Shares during Purchaser’s lifetime by gift or on Purchaser’s death by will or intestacy to Purchaser’s “Immediate Family” (as defined below) or to a trust for the benefit of Purchaser or Purchaser’s Immediate Family, provided that each transferee agrees in a writing satisfactory to the Company that the provisions of this Section will continue to apply to the transferred Vested Shares in the hands of such transferee; (b) any transfer of Vested Shares made pursuant to a statutory merger or statutory consolidation of the Company with or into another entity or entities (except that, subject to Section 6.7, unless the agreement of merger or consolidation expressly otherwise provides, the Refusal Right will continue to apply thereafter to such Vested Shares, in which case the surviving entity of such merger or consolidation shall succeed to the rights of the Company under this Section); or (c) any transfer of Vested Shares pursuant to the winding up and dissolution of the Company. As used herein, the term “ Immediate Family” will mean Purchaser’s spouse, the lineal descendant or antecedent, father, mother, brother or sister, child, adopted child, grandchild or adopted grandchild of Purchaser or Purchaser’s spouse, or the spouse of any of the above or Spousal Equivalent, as defined herein. As used herein, a person is deemed to be a “ Spousal Equivalent” provided the following circumstances are true: (i) irrespective of whether or not the Purchaser and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last twelve (12) months, (ii) they intend to remain so indefinitely, (iii) neither are married to anyone else, (iv) both are at least 18 years of age and mentally competent to consent to contract, (v) they are not related by blood to a degree of closeness that which would prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each other’s common welfare and financial obligations, and (vii) they reside together in the same residence for the last twelve (12) months and intend to do so indefinitely.

6.7 Termination of Refusal Right . The Refusal Right will terminate as to all Shares: (a) on the effective date of the first sale of Common Stock of the Company to the public pursuant to a registration statement filed with and declared effective by the SEC under the Securities Act or, if expressly approved by the Board as terminating the Refusal Right, under the laws of any other country having substantially the same effect (other than a registration statement relating solely to the issuance of Common Stock pursuant to a business combination or an employee incentive or benefit plan) or (b) on any transfer or conversion of Shares made pursuant to a statutory merger or statutory consolidation of the Company with

or into another entity or entities if the common stock of the surviving entity or any direct or indirect parent entity thereof is registered under the Securities Exchange Act of 1934, as amended.

7. ADDITIONAL RESTRICTIONS UPON SHARE OWNERSHIP OR TRANSFER.

7.1 Rights as a Stockholder . Subject to the terms and conditions of this Agreement, Purchaser will have all of the rights of a Stockholder of the Company with respect to the Shares from and after the date that Shares are issued to Purchaser until such time as Purchaser disposes of the Shares or the Company and/or its assignee(s) exercise(s) the Refusal Right or the Repurchase Option. Upon an exercise of the Refusal Right or the Repurchase Option, Purchaser will have no further rights as a holder of the Shares so purchased upon such exercise, other than the right to receive payment for the Shares so purchased in accordance with the provisions of this Agreement, and Purchaser will promptly surrender the stock certificate(s) evidencing the Shares so purchased to the Company for transfer or cancellation.

7.2 Escrow . As security for Purchaser’s faithful performance of this Agreement, Purchaser agrees, immediately upon receipt of the stock certificate(s) evidencing the Shares, to deliver such certificate(s) to the Secretary of the Company or other designee of the Company (the “ Escrow Holder ”), who is hereby appointed to hold such certificate(s) in escrow and to take all such actions and to effectuate all such transfers and/or releases of such Shares as are in accordance with the terms of this Agreement. Purchaser and the Company agree that Escrow Holder will not be liable to any party to this Agreement (or to any other person or entity) for any actions or omissions unless Escrow Holder is grossly negligent or intentionally fraudulent in carrying out the duties of Escrow Holder under this Agreement. Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be genuine and may rely on the advice of counsel and obey any order of any court with respect to the transactions contemplated by this Agreement. The Shares will be released from escrow upon termination of both the Refusal Right and the Repurchase Option.

7.3 Encumbrances on Shares . Without the Company’s prior written consent given with the approval of the Company’s Board of Directors, Purchaser may not grant a lien or security interest in, or pledge, hypothecate or encumber, any Unvested Shares.

7.4 Restrictions on Transfers . Unvested Shares may not be sold or otherwise transferred by Purchaser without the Company’s prior written consent. Purchaser hereby agrees that Purchaser shall make no disposition of the Shares (other than as permitted by this Agreement) unless and until:

(a) Purchaser shall have notified the Company of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition;

(b) Purchaser shall have complied with all requirements of this Agreement applicable to the disposition of the Shares, including but not limited to the Refusal Right, the Market Standoff and the Repurchase Option; and

(c) Purchaser shall have provided the Company with written assurances, in form and substance satisfactory to counsel for the Company, that (i) the proposed disposition does not require registration of the Shares under the Securities Act or under any state securities laws, and (ii) all appropriate actions necessary for compliance with the registration and qualification requirements of the Securities Act and any state securities laws, or of any exemption from registration or qualification, available thereunder (including Rule 144) have been taken.

Each person (other than the Company) to whom the Shares are transferred by means of one of the permitted transfers specified in this Agreement must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Agreement and that the transferred Shares are subject to the Company’s Refusal Right or the Repurchase Option granted hereunder and the market stand-off provisions of Section 4 hereof, to the same extent such Shares would be so subject if retained by the Purchaser.

7.5 Restrictive Legends and Stop-transfer Orders . Purchaser understands and agrees that the Company will place the legends set forth below or similar legends on any stock certificate(s) evidencing the Shares, together with any other legends that may be required by applicable laws, the Company’s Certificate of Incorporation or Bylaws, any other agreement between Purchaser and the Company or any agreement between Purchaser and any third party:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFER, INCLUDING THE RIGHT OF FIRST REFUSAL AND THE REPURCHASE OPTION HELD BY THE ISSUER AND/OR ITS ASSIGNEE(S), AND A MARKET STANDOFF AGREEMENT, AS SET FORTH IN A RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH PUBLIC SALE AND TRANSFER RESTRICTIONS INCLUDING THE RIGHT OF FIRST REFUSAL, THE REPURCHASE OPTION AND THE MARKET STANDOFF ARE BINDING ON TRANSFEREES OF THESE SHARES.

Purchaser also agrees that, to ensure compliance with the restrictions imposed by this Agreement, the Company may issue appropriate “stop-transfer” instructions to its transfer agent, if any, and if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. The Company will not be required (a) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (b) to treat as owner of such Shares, or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares have been so transferred.

8. TAX CONSEQUENCES. PURCHASER UNDERSTANDS THAT PURCHASER MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF PURCHASER’S PURCHASE OR

DISPOSITION OF THE SHARES. PURCHASER REPRESENTS (a) THAT PURCHASER HAS CONSULTED WITH ANY TAX ADVISER THAT PURCHASER DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE SHARES AND (b) THAT PURCHASER IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE. Purchaser hereby acknowledges that Purchaser has been informed that, with respect to Unvested Shares, unless an election is filed by Purchaser with the Internal Revenue Service (and, if necessary, the proper state taxing authorities) within 30 days after the purchase of the Shares electing, pursuant to Section 83(b) of the Internal Revenue Code (and similar state tax provisions, if applicable), to be taxed currently on any difference between the Purchase Price of the Unvested Shares and their Fair Market Value on the date of purchase, there will be a recognition of taxable income to Purchaser, measured by the excess, if any, of the Fair Market Value of the Unvested Shares, at the time they cease to be Unvested Shares, over the Purchase Price for such Shares. Purchaser represents that Purchaser has consulted any tax advisers Purchaser deems advisable in connection with Purchaser’s purchase of the Shares and the filing of the election under Section 83(b) and similar tax provisions. A form of Election under Section 83(b) is attached hereto as Exhibit 1 for reference. BY PROVIDING THE FORM OF ELECTION, NEITHER THE COMPANY NOR ITS LEGAL COUNSEL IS THEREBY UNDERTAKING TO FILE THE ELECTION FOR PURCHASER, WHICH OBLIGATION TO FILE SHALL REMAIN SOLELY WITH PURCHASER.

9. GENERAL PROVISIONS.

9.1 Successors and Assigns . The Company may assign any of its rights under this Agreement, including its rights to purchase Shares under the Refusal Right or the Repurchase Option. Neither Purchaser, nor any of Purchaser’s successors and assigns, may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the Company. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement will be binding upon Purchaser and Purchaser’s heirs, executors, administrators, legal representatives, successors and assigns.

9.2 Notices . Any and all notices required or permitted to be given to a party pursuant to the provisions of this Agreement will be in writing and will be effective and deemed to provide such party sufficient notice under this Agreement on the earliest of the following: (i) at the time of personal delivery, if delivery is in person; (ii) at the time an electronic confirmation of receipt is received, if delivery is by email; (iii) at the time of transmission by facsimile, addressed to the other party at its facsimile number specified herein (or hereafter modified by subsequent notice to the parties hereto), with confirmation of receipt made by both telephone and printed confirmation sheet verifying successful transmission of the facsimile; (iv) one (1) business day after deposit with an express overnight courier for United States deliveries, or two (2) business days after such deposit for deliveries outside of the United States, with proof of delivery from the courier requested; or (v) three (3) business days after deposit in the United States mail by certified mail (return receipt requested) for United States deliveries. Any notice for delivery outside the United States will be sent by email, facsimile or by express courier. Any notice not delivered personally or by email will be sent with postage and/or other charges prepaid and properly addressed to Purchaser at the last known address or facsimile number on the books of the Company, or at such other address or facsimile number as such other party may designate by one of the indicated means of notice herein to the other parties hereto or, in the case of the Company, to it at its principal place of business. Notices to the Company will be marked “Attention: Chief Financial Officer.” Notices by facsimile shall be machine verified as received.

9.3 Further Assurances . The parties agree to execute such further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.

9.4 Entire Agreement . The Plan is incorporated herein by reference. The Plan and this Agreement, together with all Exhibits hereto, constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersede all prior understandings and agreements, between the parties hereto with respect to the specific subject matter hereof.

9.5 Severability . If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

9.6 Execution . This Agreement may be entered into in two or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement. This Agreement may be executed and delivered by facsimile and, upon such delivery, the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party.

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[Signature page follows]

IN WITNESS WHEREOF , the Company has caused this Restricted Stock Purchase Agreement to be executed by its duly authorized representative, and Purchaser has executed this Restricted Stock Purchase Agreement, as of the date first set forth above.



SMARTSHEET INC.			PURCHASER
By:

Address:			Address:

Fax No.: (____)			Fax No.: (____)

Exhibit

Exhibit 1: Form of Election Pursuant to Section 83(b)

EXHIBIT 1

FORM OF SECTION 83(B) ELECTION

EXHIBIT A

ELECTION UNDER SECTION 83(b) OF THE
INTERNAL REVENUE CODE

The undersigned Taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in gross income for the Taxpayer’s current taxable year the excess, if any, of the fair market value of the property described below at the time of transfer over the amount paid for such property, as compensation for services.



1.	TAXPAYER’S NAME:
	TAXPAYER’S ADDRESS:

	SOCIAL SECURITY NUMBER:
	TAXABLE YEAR:	Calendar Year _____


2.	The property with respect to which the election is made is described as follows: _______ shares of Common Stock of Smartsheet Inc., a Washington corporation (the “ Company ”), which is Taxpayer’s employer or the corporation for whom the Taxpayer performs services.


3.	The date on which the shares were transferred was ____________________, _____.


4.	The shares are subject to the following restrictions: The Company may repurchase all or a portion of the shares at the Taxpayer’s original purchase price under certain conditions at the time of Taxpayer’s termination of employment or services.


5.	The fair market value of the shares at the time of transfer (without regard to restrictions other than a nonlapse restriction as defined in § 1.83-3(h) of the Income Tax Regulations) was $____ per share x __________ shares = $__________.


6.	The amount paid for such shares was $____ per share x __________ shares = $__________.


7.	The amount to include in the Taxpayer’s gross income for the Taxpayer’s current taxable year is $_________.

THIS ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE (“ IRS ”), AT THE OFFICE WHERE THE TAXPAYER FILES ANNUAL INCOME TAX RETURNS, WITHIN 30 DAYS AFTER THE DATE OF TRANSFER OF THE PROPERTY, AND MUST ALSO BE FILED WITH THE TAXPAYER’S INCOME TAX RETURNS FOR THE CALENDAR YEAR. A COPY OF THE ELECTION HAS ALSO BEEN FURNISHED TO THE COMPANY. THE ELECTION CANNOT BE REVOKED WITHOUT THE CONSENT OF THE IRS.



Dated:
			Taxpayer’s Signature

NOTICE OF STOCK OPTION GRANT

SMARTSHEET INC.

2015 EQUITY INCENTIVE PLAN

The Optionee named below (“ Optionee ”) has been granted an option (this “ Option ”) to purchase shares of Common Stock (the “ Common Stock ”) of Smartsheet Inc., a Washington corporation (the “ Company ”), pursuant to the Company’s 2015 Equity Incentive Plan, as amended from time to time (the “ Plan ”) on the terms, and subject to the conditions, described below and in the Stock Option Agreement attached hereto as Exhibit A , including its annexes (the “ Stock Option Agreement ”).



Optionee:
Maximum Number of Shares Subject to this Option (the “ Shares ”):
Exercise Price Per Share:	$____ per share
Date of Grant:
Vesting Start Date:
Exercise Schedule:	This Option will become exercisable during its term with respect to portions of the Shares in accordance with the Vesting Schedule set forth below.
Expiration Date:	The date ten (10) years after the Date of Grant set forth above, subject to earlier expiration in the event of Termination as provided in Section 3 of the Stock Option Agreement.
Tax Status of Option: (Check Only One Box):	o Incentive Stock Option ( To the fullest extent permitted by the Code ) o Nonqualified Stock Option. ( If neither box is checked, this Option is a Nonqualified Stock Option ).

Vesting Schedule [EXAMPLE ONLY]: For so long as Optionee continuously provides services to the Company (or any Subsidiary or Parent of the Company) as an employee, officer, director, contractor or consultant, this Option will vest (that is, become exercisable) with respect to the Shares as follows: (a) prior to the first one (1) year anniversary of the Vesting Start Date this Option will not be vested or exercisable as to any of the Shares; (b) this Option will become vested and exercisable with respect to [ 1/4 ^th ] of the Shares on the one (1) year anniversary of the Vesting Start Date; and (c) thereafter, this Option will become vested and exercisable with respect to an additional [ 1/48 ^th ] of the Shares when Optionee completes each month of continuous service following the first one (1) year anniversary of the Vesting Start Date. No Shares will vest after Optionee’s service is Terminated for any reason.

General; Agreement: By their signatures below, Optionee and the Company agree that this Option is granted under and governed by this Notice of Stock Option Grant (this “ Grant Notice ”) and by the provisions of the Plan and the Stock Option Agreement. The Plan and the Stock Option Agreement are incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings given to them in the Plan or in the Stock Option Agreement, as applicable. By signing below, Optionee acknowledges receipt of a copy of this Grant Notice, the Plan and the Stock Option Agreement, represents that Optionee has carefully read and is familiar with their provisions, and hereby accepts the Option subject to all of their respective terms and conditions. Optionee acknowledges that there may be adverse tax consequences upon exercise of the Option or disposition of the Shares and that Optionee should consult a tax adviser prior to such exercise or disposition.

Execution and Delivery: This Grant Notice may be executed and delivered electronically whether via the Company’s intranet or the Internet site of a third party or via email or any other means of electronic delivery specified by the Company. By Optionee’s acceptance hereof (whether written, electronic or otherwise), Optionee agrees, to the fullest extent permitted by law, that in lieu of receiving documents in paper format, Optionee accepts the electronic delivery of any documents that the Company (or any third party the Company may designate), may deliver in connection with this grant (including the Plan, this Grant Notice, the Stock Option Agreement, the information described in Rules 701(e)(2), (3), (4) and (5) under the Securities Act (the “ 701 Disclosures ”), account statements, or other communications or information) whether via the Company’s intranet or the Internet site of such third party or via email or such other means of electronic delivery specified by the Company.

SMARTSHEET INC.



By /Signature: /s/ Mark Mader			Optionee Signature:
Typed Name: Mark Mader, President and Chief Executive Officer			Optionee’s Name:

Exhibit A

Stock Option Agreement

STOCK OPTION AGREEMENT

SMARTSHEET INC.

2015 EQUITY INCENTIVE PLAN

This Stock Option Agreement (this “ Agreement ”) is made and entered into as of the date of grant (the “ Date of Grant ”) set forth on the Notice of Stock Option Grant attached as the facing page to this Agreement (the “ Grant Notice ”) by and between Smartsheet Inc., a Washington corporation (the “ Company ”), and the optionee named on the Grant Notice (“ Optionee ”). Capitalized terms not defined in this Agreement shall have the meaning ascribed to them in the Company’s 2015 Equity Incentive Plan, as amended from time to time (the “ Plan ”), or in the Grant Notice, as applicable.

1. GRANT OF OPTION. The Company hereby grants to Optionee an option (this “ Option ”) to purchase up to the total number of shares of Common Stock of the Company (the “ Common Stock ”) set forth in the Grant Notice as the Shares (the “ Shares ”) at the Exercise Price Per Share set forth in the Grant Notice (the “ Exercise Price ”), subject to all of the terms and conditions of the Grant Notice, this Agreement and the Plan. If designated as an Incentive Stock Option in the Grant Notice, this Option is intended to qualify as an incentive stock option (the “ ISO ”) within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “ Code ”), except that if on the Date of Grant Optionee is not subject to U.S. income tax, then this Option shall be a NQSO.

2. EXERCISE PERIOD.

2.1 Exercise Period of Option . This Option is considered to be “vested” with respect to any particular Shares when this Option is exercisable with respect to such Shares. This Option will become vested during its term as to portions of the Shares in accordance with the Vesting Schedule set forth in the Grant Notice. Notwithstanding any provision in the Plan or this Agreement to the contrary, on or after Optionee’s Termination Date, this Option may not be exercised with respect to any Shares that are Unvested Shares on Optionee’s Termination Date.

2.2 Vesting of Option Shares . Shares with respect to which this Option is vested and exercisable at a given time pursuant to the Vesting Schedule set forth in the Grant Notice are “ Vested Shares .” Shares with respect to which this Option is not vested and exercisable at a given time pursuant to the Vesting Schedule set forth in the Grant Notice are “ Unvested Shares .”

2.3 [ Change in Control Vesting . Notwithstanding the Vesting Schedule set forth in the Grant Notice, if the Company is subject to an Acquisition before Optionee’s service Terminates, and Optionee has an “Involuntary Termination” (as defined below) before the [twelve (12) month] anniversary of such Acquisition, then [100%] of Optionee’s Unvested Shares on the date of such Termination shall immediately vest in full upon such Termination. For purposes of this Agreement, “Involuntary Termination” means either (a) that Optionee’s service is Terminated by the Company without Cause or (b) that Optionee resigns because the annual rate of Optionee’s base salary was materially reduced by the Company without Optionee’s written consent, because the scope of Optionee’s job responsibilities or authority was materially reduced without Optionee’s written consent, or because the Company has determined without Optionee’s written consent to relocate Optionee’s principal place of work by a distance of 30 miles or more.] [OPTIONAL]

2.4 Expiration . The Option shall expire on the Expiration Date set forth in the Grant Notice or earlier as provided in Section 3 below.

3. TERMINATION.

3.1 Termination for Any Reason Except Death, Disability or Cause . Except as provided in subsection 3.2 in a case in which Optionee dies within three (3) months after Optionee is Terminated other than for Cause, if Optionee is Terminated for any reason (other than Optionee’s death or Disability or for Cause), then (a) on and after Optionee’s Termination Date, this Option shall expire immediately with respect to any Shares that are Unvested Shares and may not be exercised with respect to any Shares that are Unvested Shares on Optionee’s Termination Date and (b) this Option to the extent (and only to the extent) that it is exercisable with respect to Vested Shares on Optionee’s Termination Date, may be exercised by Optionee no later than the ninetieth (90 ^th ) day after Optionee’s Termination Date (but in no event may this Option be exercised after the Expiration Date).

3.2 Termination Because of Death or Disability . If Optionee is Terminated because of Optionee’s death or Disability (or if Optionee dies within three (3) months of the date of Optionee’s Termination for any reason other than for Cause), then (a) on and after Optionee’s Termination Date, this Option shall expire immediately with respect to any Shares that are Unvested Shares and may not be exercised with respect to any Shares that are Unvested Shares on Optionee’s Termination Date and (b) this Option, to the extent (and only to the extent) that it is exercisable with respect to Vested Shares on Optionee’s Termination Date, may be exercised by Optionee (or Optionee’s legal representative) no later than twelve (12) months after Optionee’s Termination Date, but in no event later than the Expiration Date. Any Option exercised beyond (i) three (3) months after the date Optionee ceases to be an employee when Optionee’s Termination is for any reason other than Optionee’s death or disability, within the meaning of Section 22(e)(3) of the Code; or (ii) twelve (12) months after the date Optionee ceases to be an employee when the termination is for Optionee’s disability, within the meaning of Section 22(e)(3) of the Code, will be deemed to be an NQSO.

3.3 Termination for Cause . If Optionee is Terminated for Cause, then Optionee shall immediately forfeit all rights to their Option (whether with respect to Vested Shares or Unvested Shares) and this Option shall immediately expire on Optionee’s Termination Date, or at such later time and on such conditions as may be affirmatively determined by the Committee.

3.4 No Obligation to Employ . Nothing in the Plan or this Agreement shall confer on Optionee any right to continue in the employ of, or other relationship with, the Company or any Parent or Subsidiary of the Company, or limit in any way the right of the Company or any Parent or Subsidiary of the Company to terminate Optionee’s employment or other relationship at any time, with or without Cause.

4. MANNER OF EXERCISE.

4.1 Stock Option Exercise Notice and Agreement . To exercise this Option, Optionee (or in the case of exercise after Optionee’s death or incapacity, Optionee’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed Stock Option Exercise Notice and Agreement in the form attached hereto as Annex A , or in such other form as may be approved by the Committee from time to time (the “ Exercise Agreement ”) and payment for the Shares being purchased in accordance with this Agreement. The Exercise Agreement shall set forth, among other things, (i) Optionee’s election to exercise this Option, (ii) the number of Shares being purchased, (iii) any representations, warranties and agreements regarding Optionee’s investment intent and access to information as may be required by the Company to comply with applicable securities laws in connection with any exercise of this Option and (iv) any other agreements required by the Company. If someone

other than Optionee exercises this Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise this Option and such person shall be subject to all of the restrictions contained herein as if such person were Optionee.

4.2 Limitations on Exercise . This Option may not be exercised unless such exercise is in compliance with all applicable federal and state securities laws, as they are in effect on the date of exercise.

4.3 Payment . The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the shares being purchased in cash (by check or wire transfer), or where permitted by law and the Committee, in its sole discretion:

(a) by cancellation of indebtedness of the Company owed to Optionee;

(b) by surrender of shares of the Company that are free and clear of all security interests, pledges, liens, claims or encumbrances and: (i) for which the Company has received “full payment of the purchase price” within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares) or (ii) that were obtained by Optionee in the public market;

(d) provided that a public market for the Common Stock exists and subject to compliance with applicable law, by exercising as set forth below, through a “same day sale” commitment from Optionee and a broker-dealer whereby Optionee irrevocably elects to exercise this Option and to sell a portion of the Shares so purchased sufficient to pay the total Exercise Price, and whereby the broker-dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or

(e) by any combination of the foregoing or any other method of payment approved by the Committee that constitutes legal consideration for the issuance of Shares.

4.4 Tax Withholding . Prior to the issuance of the Shares upon exercise of the Option, Optionee must pay or provide for any applicable federal, state and local withholding obligations of the Company. If the Committee permits, Optionee may provide for payment of withholding taxes upon exercise of the Option by requesting that the Company retain the minimum number of Shares with a Fair Market Value equal to the minimum amount of taxes required to be withheld; or to arrange a mandatory “sell to cover” on Participant’s behalf (without further authorization); but in no event will the Company withhold Shares or “sell to cover” if such withholding would result in adverse accounting consequences to the Company. In case of stock withholding or a sell to cover, the Company shall issue the net number of Shares to Optionee by deducting the Shares retained from the Shares issuable upon exercise.

4.5 Issuance of Shares . Provided that the Exercise Agreement and payment are in form and substance satisfactory to counsel for the Company and subject to the other terms and conditions of this Section 4.5 the Company shall issue the Shares issuable upon a valid exercise of this Option registered in the name of Optionee, Optionee’s authorized assignee, or Optionee’s legal representative, and shall deliver certificates representing the Shares with the appropriate legends affixed thereto. Optionee and any of Optionee’s executors, administrators, successors and assigns, agree to be bound by

any Transfer restrictions relating to the Shares as may be contained in this Agreement and in the by-laws of the Company, from time to time. As a condition to the issuance of the Shares upon exercise of the Option, the Committee may, in its sole discretion, require the Optionee to execute a counterpart signature page to the Company’s Amended and Restated Voting Agreement, dated April 21, 2014, as may be amended from time to time, and/or the Company’s Amended and Restated Right of First Refusal and Co-Sale Agreement dated April 21, 2014, as may be amended from time to time, in each case, as a “Common Holder” and thereby agreeing to be bound by, and subject to, all the terms and provisions of such agreement applicable to a Common Holder.

5. COMPLIANCE WITH LAWS AND REGULATIONS. The Plan and this Agreement are intended to comply with Section 25102(o), if applicable, and Rule 701. Any provision of this Agreement that is inconsistent with Section 25102(o), if applicable, or Rule 701 shall, without further act or amendment by the Company or the Committee, be reformed to comply with the requirements of Section 25102(o) and/or Rule 701. The exercise of this Option and the issuance and Transfer (as defined below) of Shares shall be subject to compliance by the Company and Optionee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Common Stock may be listed at the time of such issuance or Transfer. Optionee understands that the Company is under no obligation to register or qualify the Shares with the SEC, any state securities commission or any stock exchange to effect such compliance.

6. NONTRANSFERABILITY OF OPTION. This Option may not be Transferred in any manner other than by will or by the laws of descent and distribution, and, with respect to NQSOs, by instrument to a testamentary trust in which the options are to be passed to beneficiaries upon the death of the trustor (settlor) or a revocable trust, or by gift to “immediate family” as that term is defined in 17 C.F.R. 240.16a-1(e), and may be exercised during the lifetime of Optionee only by Optionee or in the event of Optionee’s incapacity, by Optionee’s legal representative. The terms of this Option shall be binding upon the executors, administrators, successors and assigns of Optionee.

7. RESTRICTIONS ON TRANSFER/EXERCISE.

7.1 Transfer of Shares . Optionee hereby agrees that Optionee shall not sell, transfer, assign, grant a lien or security interest in, pledge, hypothecate, encumber or otherwise dispose, of, directly or indirectly, whether voluntarily or by operation of law or by gift or otherwise, (“ Transfer ”), any of the Shares (other than as permitted by this Agreement) unless and until:

(a) Optionee shall have notified the Company of the proposed Transfer and provided a written summary of the terms and conditions of the proposed Transfer as required in Section 9.1;

(b) Optionee shall have complied with all requirements of this Agreement applicable to the Transfer of the Shares;

(c) Optionee shall have provided the Company with written assurances, in form and substance satisfactory to counsel for the Company, that (i) the proposed Transfer does not require registration of the Shares under the Securities Act or under any applicable state securities laws or (ii) all appropriate actions necessary for compliance with the registration requirements of the Securities Act or of any exemption from registration available under the Securities Act (including Rule 144) or applicable state securities laws have been taken;

(d) Optionee shall have provided the Company with written assurances, in form and substance satisfactory to the Company, that the proposed Transfer will not result in the contravention of any Transfer restrictions applicable to the Shares pursuant to the provisions of the regulations promulgated under Section 25102(o), Rule 701 or under any other applicable securities laws or adversely affect the Company’s ability to rely on the exemption(s) from registration under the Securities Act or under any other applicable securities laws for the grant of the Option, the issuance of Shares thereunder or any other issuance of securities under the Plan; and

(e) Except in the case of an Exempt Transfer (as defined below), at any time prior to the ROFR Termination Date (as defined below), a majority of the disinterested members of the Board of Directors of the Company (the “ Board ”) shall have approved the proposed Transfer of the Shares in its sole discretion as described in the notice contemplated by Section 7.1(a).

7.2 Restriction on Transfer . Optionee shall not Transfer any of the Shares which are subject to the Company’s Right of First Refusal described below, except with the prior consent of the Board as contemplated by Section 7.1(e) and after compliance with all other terms and restrictions of this Agreement. Shares shall deemed to be “Transferred” in (i) any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of any Shares, even if any Shares would be disposed of by someone other than the Optionee or (ii) any transaction involving any short sale or any purchase, sale or grant of any right (including without limitation any put or call option or warrant) with respect to any Shares or with respect to any security that includes, relates to, or derives any significant part of its value from any Shares.

7.3 Transferee Obligations . Each person (other than the Company) to whom the Shares are Transferred by means of an Exempt Transfer must, as a condition precedent to the validity of such Transfer: (i) acknowledge in writing to the Company that such person is bound by the provisions of this Agreement and that the Transferred Shares are subject to (A) the requirement that any Transfer must be approved in advance by the Board as contemplated by Section 7.1(e), (B) the Company’s Right of First Refusal granted hereunder, (C) the market stand-off provisions of Section 8 below and (D) any Transfer restrictions relating to the Shares as may be contained in the by-laws of the Company from time to time, to the same extent such Shares would be so subject if retained by Optionee and (ii) if requested by the Company in its sole discretion, execute a counterpart signature page to the Company’s Amended and Restated Voting Agreement, dated April 21, 2014, as may be amended from time to time and/or the Company’s Amended and Restated Right of First Refusal and Co-Sale Agreement, dated April 21, 2014, as may be amended from time to time, in each case, as a “Common Holder” and thereby agreeing to be bound by, and subject to, all the terms and provisions of such agreement applicable to a Common Holder.

7.4 Restrictions on Exercise . The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if the Company determines (in its sole discretion) that such limitation on exercise could in any way facilitate a lessening of any restriction on Transfer pursuant to the Securities Act or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any applicable state securities laws for the issuance or Transfer of any securities. Such limitation on exercise shall not alter the vesting schedule set forth in this Agreement other than to limit the periods during which this Option shall be exercisable.

8. MARKET STANDOFF AGREEMENT. Optionee agrees that, subject to any early release provisions that apply pro rata to stockholders of the Company according to their holdings of Common Stock (determined on an as-converted into Common Stock basis), Optionee will not, for a period of up to one hundred eighty (180) days (plus up to an additional thirty-five (35) days to the extent reasonably requested by the Company or such underwriter(s) to accommodate regulatory restrictions on the publication or other distribution of research reports or earnings releases by the Company, including NASD and NYSE rules) following the effective date of the registration statement filed with the SEC relating to the initial underwritten sale of Common Stock of the Company to the public under the Securities Act (the “ IPO ”), directly or indirectly sell, offer to sell, grant any option for the sale of, or otherwise dispose of or Transfer any Common Stock or securities convertible into Common Stock, except for : (i) Transfers of Shares permitted under Section 9.6 hereof so long as such transferee furnishes to the Company and the managing underwriter their written consent to be bound by this Section 8 as a condition precedent to such Transfer; and (ii) sales of any securities to be included in the registration statement for the IPO. For the avoidance of doubt, the provisions of this Section shall only apply to the IPO. The restricted period shall in any event terminate two (2) years after the closing date of the IPO. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the Shares subject to this Section and to impose stop transfer instructions with respect to the Shares until the end of such period. Optionee further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing restrictions on Transfer. For the avoidance of doubt, the foregoing provisions of this Section shall not apply to any registration of securities of the Company (a) under an employee benefit plan or (b) in a merger, consolidation, business combination or similar transaction.

9. COMPANY’S RIGHT OF FIRST REFUSAL. Before any Shares held by Optionee or any transferee of such Shares (either sometimes referred to herein as the “ Holder ”) may be sold or Transferred, the Company and/or its assignee(s) will have a right of first refusal to purchase the Shares to be sold or Transferred (the “ Offered Shares ”) on the terms and conditions set forth in this Section (the “ Right of First Refusal ”). The Company’s Right of First Refusal shall inure to the benefits of its successors and assigns and shall be binding upon any transferee of the Shares.

9.1 Notice of Proposed Transfer . The Holder of the Offered Shares will deliver to the Company a written notice (the “ Transfer Notice ”) stating: (i) the Holder’s bona fide intention to sell or otherwise Transfer the Offered Shares; (ii) the name and address of each proposed purchaser or other transferee (the “ Proposed Transferee ”); (iii) the number of Offered Shares to be Transferred to each Proposed Transferee; (iv) the bona fide cash price or other consideration for which the Holder proposes to Transfer the Offered Shares (the “ Offered Price ”); (v) a description of Optionee’s relationship to or affiliation with the Proposed Transferee(s); (vi) all other terms and conditions of the proposed Transfer; (vii) except in the case of an Exempt Transfer, that Optionee acknowledges the Transfer Notice is an offer to sell the Offered Shares to the Company and/or its assignee(s) pursuant to the Company’s Right of First Refusal at the Offered Price as provided for in this Agreement; and (viii) in the case of an Exempt Transfer, the provision or provisions of Section 9.6 under which the proposed Transfer constitutes an Exempt Transfer.

9.2 Exercise of Right of First Refusal . At any time within thirty (30) days after the date of the Transfer Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all (or, with the consent of the Holder, less than all) the Offered Shares proposed to be Transferred to any one or more of the Proposed Transferees named in the Transfer Notice, at the purchase price, determined as specified below.

9.3 Purchase Price . The purchase price for the Offered Shares purchased under this Section will be the Offered Price, provided that if the Offered Price consists of no legal consideration (as, for example, in the case of a Transfer by gift) then the purchase price will be the fair market value of the Offered Shares as determined in good faith by the Committee. If the Offered Price includes consideration other than cash, then the value of the non-cash consideration, as determined in good faith by the Committee, will conclusively be deemed to be the cash equivalent value of such non-cash consideration.

9.4 Payment . Payment of the purchase price for the Offered Shares will be payable, at the option of the Company and/or its assignee(s) (as applicable), by check or by cancellation of all or a portion of any outstanding purchase money indebtedness owed by the Holder to the Company (or to such assignee, in the case of a purchase of Offered Shares by such assignee) or by any combination thereof. The purchase price will be paid without interest within sixty (60) days after the Company’s receipt of the Transfer Notice, or, at the option of the Company and/or its assignee(s), in the manner and at the time(s) set forth in the Transfer Notice.

9.5 Holder’s Right to Transfer . If all of the Offered Shares proposed in the Transfer Notice to be Transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, and if all other requirement for Transfer of Shares provided in this Agreement, including, without limitation, the requirements of Section 7.1 and 7.3, are satisfied as determined by the Company in its sole discretion, then the Holder may sell or otherwise Transfer such Offered Shares to each Proposed Transferee at the Offered Price or at a higher price, provided that (i) such sale or other Transfer is consummated within ninety (90) days after the date of the Transfer Notice, (ii) any such sale or other Transfer is effected in compliance with all applicable securities laws, and (iii) each Proposed Transferee agrees in writing that the provisions of the terms and conditions of this Agreement, including the provisions of Section 7.1(e), will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Transfer Notice are not transferred to each Proposed Transferee within such ninety (90) day period, then a new Transfer Notice must be given to the Company pursuant to which the Company will again be offered the Right of First Refusal, and the proposed Transfer will again by subject to approval by the Board pursuant to Section 7.1(e), before any Shares held by the Holder may be sold or otherwise Transferred.

9.6 Exempt Transfers . Notwithstanding anything to the contrary in this Section, the following Transfers of Shares (the “ Exempt Transfers ”) will be exempt from the Right of First Refusal: (i) the Transfer of any or all of the Shares during Optionee’s lifetime by gift or on Optionee’s death by will or intestacy to any member(s) of Optionee’s “Immediate Family” (as defined below) or to a trust for the benefit of Optionee and/or member(s) of Optionee’s Immediate Family, provided that each transferee or other recipient agrees in a writing satisfactory to the Company that the terms and conditions of this Agreement, including, but not limited to, the provisions of Section 7.1, will continue to apply to the Transferred Shares in the hands of such transferee or other recipient; (ii) any Transfer of Shares made pursuant to a statutory merger, statutory consolidation of the Company with or into another corporation or corporations or a conversion of the Company into another form of legal entity (except that the Right of First Refusal will continue to apply thereafter to such Shares, in which case the surviving corporation of such merger or consolidation or the resulting entity of such conversion shall succeed to the rights of the Company under this Section unless the agreement of merger or consolidation or conversion expressly otherwise provides); (iii) any repurchase or redemption of Shares by the Company at cost, upon the occurrence of certain events, such as the termination of employment or services; or (iv) any Transfer of Shares pursuant to the winding up and dissolution of the Company. As used herein, the term “ Immediate Family ” will mean Optionee’s spouse, the lineal descendant or antecedent, father, mother, brother or sister, child, adopted child, grandchild or adopted grandchild of Optionee or Optionee’s spouse, or the

spouse of any of the above or Spousal Equivalent, as defined herein. As used herein, a person is deemed to be a “ Spousal Equivalent ” provided the following circumstances are true: (i) irrespective of whether or not Optionee and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last twelve (12) months, (ii) they intend to remain so indefinitely, (iii) neither are married to anyone else, (iv) both are at least 18 years of age and mentally competent to consent to contract, (v) they are not related by blood to a degree of closeness that which would prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each other’s common welfare and financial obligations, and (vii) they reside together in the same residence for the last twelve (12) months and intend to do so indefinitely.

9.7 Termination of Right of First Refusal . The Right of First Refusal will terminate as to all Shares upon the earliest of the following dates (such termination date, the “ ROFR Termination Date ”): (i) on the effective date of the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the SEC under the Securities Act (other than a registration statement relating solely to the issuance of Common Stock pursuant to a business combination or an employee incentive or benefit plan); (ii) on any Transfer or conversion of Shares made pursuant to a statutory merger or statutory consolidation of the Company with or into another corporation or corporations if the common stock of the surviving corporation or any direct or indirect parent corporation thereof is registered under the Exchange Act; or (iii) on any Transfer or conversion of Shares made pursuant to a statutory conversion of the Company into another form of legal entity if the common equity (or comparable equity security) of entity resulting from such conversion is registered under the Exchange Act.

10. RIGHTS AS A STOCKHOLDER. Optionee shall not have any of the rights of a stockholder with respect to any Shares unless and until such Shares are issued to Optionee. Subject to the terms and conditions of this Agreement, Optionee will have all of the rights of a stockholder of the Company with respect to the Shares from and after the date that Shares are issued to Optionee pursuant to, and in accordance with, the terms of the Exercise Agreement until such time as Optionee disposes of the Shares or the Company and/or its assignee(s) exercise(s) the Right of First Refusal. Upon an exercise of the Right of First Refusal, Optionee will have no further rights as a holder of the Shares so purchased upon such exercise, other than the right to receive payment for the Shares so purchased in accordance with the provisions of this Agreement, and Optionee will promptly surrender the stock certificate(s) evidencing the Shares so purchased to the Company for transfer or cancellation.

11. ESCROW. As security for Optionee’s faithful performance of this Agreement, Optionee agrees, immediately upon receipt of the stock certificate(s) evidencing the Shares, to deliver such certificate(s) to the Secretary of the Company or other designee of the Company (the “ Escrow Holder ”), who is hereby appointed to hold such certificate(s) in escrow and to take all such actions and to effectuate all such Transfers and/or releases of such Shares as are in accordance with the terms of this Agreement. Optionee and the Company agree that Escrow Holder will not be liable to any party to this Agreement (or to any other party) for any actions or omissions unless Escrow Holder is grossly negligent or intentionally fraudulent in carrying out the duties of Escrow Holder under this Agreement. Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be genuine and may rely on the advice of counsel and obey any order of any court with respect to the transactions contemplated by this Agreement and will not be liable for any act or omission taken by Escrow Holder in good faith reliance on such documents, the advice of counsel or a court order. The Shares will be released from escrow upon termination of the Right of First Refusal.

12. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.

12.1 Legends . Optionee understands and agrees that the Company will place the legends set forth below or similar legends on any stock certificate(s) evidencing the Shares, together with any other legends that may be required by state or U.S. Federal securities laws, the Company’s Certificate of Incorporation or Bylaws, any other agreement between Optionee and the Company, or any agreement between Optionee and any third party (and any other legend(s) that the Company may become obligated to place on the stock certificate(s) evidencing the Shares under the terms of any agreement to which the Company is or may become bound or obligated):

(a) THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

(b) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON RESALE AND TRANSFER, INCLUDING THE RIGHT OF FIRST REFUSAL HELD BY THE ISSUER AND/OR ITS ASSIGNEE(S) AS SET FORTH IN A STOCK OPTION AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH SALE AND TRANSFER RESTRICTIONS, INCLUDING THE RIGHT OF FIRST REFUSAL, ARE BINDING ON TRANSFEREES OF THESE SHARES.

(c) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STANDOFF RESTRICTION AS SET FORTH IN A CERTAIN STOCK OPTION AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. AS A RESULT OF SUCH AGREEMENT, THESE SHARES MAY NOT BE TRADED PRIOR TO 180 DAYS AFTER THE EFFECTIVE DATE OF CERTAIN PUBLIC OFFERINGS OF THE COMMON STOCK OF THE ISSUER HEREOF. SUCH RESTRICTION IS BINDING ON TRANSFEREES OF THESE SHARES.

(d) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN AS SET FORTH IN A STOCK OPTION AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER.

12.2 Stop-Transfer Instructions . Optionee agrees that, to ensure compliance with the restrictions imposed by this Agreement, the Company may issue appropriate “stop-transfer” instructions to its transfer agent, if any, and if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

12.3 Refusal to Transfer . The Company will not be required (i) to transfer on its books any Shares that have been sold or otherwise Transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares, or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares have been so Transferred.

13. CERTAIN TAX CONSEQUENCES. Set forth below is a brief summary as of the Effective Date of the Plan of some of the federal tax consequences of exercise of the Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES.

13.1 Exercise of ISO . If the Option qualifies as an ISO, there will be no regular federal income tax liability upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as a tax preference item for federal alternative minimum tax purposes and may subject Optionee to the alternative minimum tax in the year of exercise.

13.2 Exercise of Nonqualified Stock Option . If the Option does not qualify as an ISO, there may be a regular federal income tax liability upon the exercise of the Option. Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If Optionee is a current or former employee of the Company, the Company may be required to withhold from Optionee’s compensation or collect from Optionee and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income at the time of exercise.

13.3 Disposition of Shares . The following tax consequences may apply upon disposition of the Shares.

(a) Incentive Stock Options . If the Shares are held for more than twelve (12) months after the date of purchase of the Shares pursuant to the exercise of an ISO and are disposed of more than two (2) years after the Date of Grant, any gain realized on disposition of the Shares will be treated as long term capital gain for federal income tax purposes. If Shares purchased under an ISO are disposed of within the applicable one (1) year or two (2) year period, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates in the year of the disposition) to the extent of the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price.

(b) Nonqualified Stock Options . If the Shares are held for more than twelve (12) months after the date of purchase of the Shares pursuant to the exercise of an NQSO, any gain realized on disposition of the Shares will be treated as long term capital gain.

14. GENERAL PROVISIONS.

14.1 Interpretation . Any dispute regarding the interpretation of this Agreement shall be submitted by Optionee or the Company to the Committee for review. The resolution of such a dispute by the Committee shall be final and binding on the Company and Optionee.

14.2 Entire Agreement . The Plan, the Grant Notice and the Exercise Agreement are each incorporated herein by reference. This Agreement, the Grant Notice, the Plan and the Exercise

Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior undertakings and agreements with respect to such subject matter.

15. NOTICES. Any and all notices required or permitted to be given to a party pursuant to the provisions of this Agreement will be in writing and will be effective and deemed to provide such party sufficient notice under this Agreement on the earliest of the following: (i) at the time of personal delivery, if delivery is in person; (ii) at the time an electronic confirmation of receipt is received, if delivery is by email; (iii) at the time of transmission by facsimile, addressed to the other party at its facsimile number specified herein (or hereafter modified by subsequent notice to the parties hereto), with confirmation of receipt made by both telephone and printed confirmation sheet verifying successful transmission of the facsimile; (iv) one (1) business day after deposit with an express overnight courier for United States deliveries, or two (2) business days after such deposit for deliveries outside of the United States, with proof of delivery from the courier requested; or (v) three (3) business days after deposit in the United States mail by certified mail (return receipt requested) for United States deliveries. Any notice for delivery outside the United States will be sent by email, facsimile or by express courier. Any notice not delivered personally or by email will be sent with postage and/or other charges prepaid and properly addressed to Optionee at the last known address or facsimile number on the books of the Company, or at such other address or facsimile number as such other party may designate by one of the indicated means of notice herein to the other parties hereto or, in the case of the Company, to it at its principal place of business. Notices to the Company will be marked “Attention: Chief Financial Officer.” Notices by facsimile shall be machine verified as received.

16. SUCCESSORS AND ASSIGNS. The Company may assign any of its rights under this Agreement including its rights to purchase Shares under the Right of First Refusal. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on Transfer set forth herein, this Agreement shall be binding upon Optionee and Optionee’s heirs, executors, administrators, legal representatives, successors and assigns.

17. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Washington as such laws are applied to agreements between Washington residents entered into and to be performed entirely within Washington. If any provision of this Agreement is determined by a court of law to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.

18. FURTHER ASSURANCES. The parties agree to execute such further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.

19. TITLES AND HEADINGS. The titles, captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement. Unless otherwise specifically stated, all references herein to “sections” and “exhibits” will mean “sections” and “exhibits” to this Agreement.

20. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement.

21. SEVERABILITY. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

* * * * *

Attachment: Annex A : Form of Stock Option Exercise Notice and Agreement

ANNEX A

FORM OF STOCK OPTION EXERCISE NOTICE AND AGREEMENT

OPTION GRANT NO . ___

NOTICE OF STOCK OPTION GRANT

SMARTSHEET INC.

2015 EQUITY INCENTIVE PLAN



Optionee:
Maximum Number of Shares Subject to this Option (the “ Shares ”):
Exercise Price Per Share:	$____ per share
Date of Grant:
Vesting Start Date:
Exercise Schedule:	This Option is immediately exercisable for all of the Shares, subject to the terms of the Stock Option Agreement
Expiration Date:	The date ten (10) years after the Date of Grant set forth above, subject to earlier expiration in the event of Termination as provided in Section 3 of the Stock Option Agreement.
Tax Status of Option: (Check Only One Box):	o Incentive Stock Option ( To the fullest extent permitted by the Code ) o Nonqualified Stock Option. ( If neither box is checked, this Option is a Nonqualified Stock Option ).

Vesting Schedule [EXAMPLE ONLY]: For so long as Optionee continuously provides services to the Company (or any Subsidiary or Parent of the Company) as an employee, officer, director, contractor or consultant, the Shares subject to this Option will vest as follows: (a) prior to the first one (1) year anniversary of the Vesting Start Date, none of the Shares will be vested; (b) [ 1/4 ^th ] of the Shares will be vested on the one (1) year anniversary of the Vesting Start Date; and (c) thereafter, this Option will become vested and exercisable with respect to an additional [ 1/48 ^th ] of the Shares when Optionee completes each month of continuous service following the first one (1) year anniversary of the Vesting Start Date.

SMARTSHEET INC.



By /Signature:			Optionee Signature:
Typed Name: Mark Mader			Optionee’s Name:
Title: President and Chief Executive Officer

ATTACHMENT : Exhibit A – Stock Option Agreement

Exhibit A

Stock Option Agreement

EXHIBIT A

EARLY EXERCISE FORM

STOCK OPTION AGREEMENT

SMARTSHEET INC.

2015 EQUITY INCENTIVE PLAN

2. EXERCISE PERIOD.

2.1. Exercise Period of Option . Subject to the conditions set forth in this Agreement, all or part of this Option may be exercised at any time after the Date of Grant. Shares purchased by exercising this Option may be subject to the Repurchase Option as set forth in Section 7 below. This Option will become vested during its term as to portions of the Shares in accordance with the Vesting Schedule set forth in the Grant Notice. Notwithstanding any provision in the Plan or this Agreement to the contrary, on or after Optionee’s Termination Date, this Option may not be exercised with respect to any Shares that are Unvested Shares on Optionee’s Termination Date.

2.2. Vesting of Option Shares . Shares with respect to which this Option is vested at a given time pursuant to the Vesting Schedule set forth in the Grant Notice are “ Vested Shares . ” Shares with respect to which this Option is not vested at a given time pursuant to the Vesting Schedule set forth in the Grant Notice are “ Unvested Shares . ”

2.3. Expiration . The Option shall expire on the Expiration Date set forth in the Grant Notice or earlier as provided in Section 3 below.

3. TERMINATION.

3.1. Termination for Any Reason Except Death, Disability or Cause . Except as provided in subsection 3.2 in a case in which Optionee dies within three (3) months after Optionee is Terminated other than for Cause, if Optionee is Terminated for any reason (other than Optionee’s death or Disability or for Cause), then (a) on and after Optionee’s Termination Date, this Option shall expire immediately with respect to any Shares that are Unvested Shares and may not be exercised with respect to any Shares that are Unvested Shares on Optionee’s Termination Date and (b) this Option to the extent (and only to the extent) that it is exercisable with respect to Vested Shares on Optionee’s Termination Date, may be exercised by Optionee no later than the 90 ^th day after Optionee’s Termination Date (but in no event may this Option be exercised after the Expiration Date).

3.2. Termination Because of Death or Disability . If Optionee is Terminated because of Optionee’s death or Disability (or if Optionee dies within three (3) months of the date of Optionee’s Termination for any reason other than for Cause), then (a) on and after Optionee’s Termination Date, this

Option shall expire immediately with respect to any Shares that are Unvested Shares and may not be exercised with respect to any Shares that are Unvested Shares on Optionee’s Termination Date and (b) this Option, to the extent (and only to the extent) that it is exercisable with respect to Vested Shares on Optionee’s Termination Date, may be exercised by Optionee (or Optionee’s legal representative) no later than twelve (12) months after Optionee’s Termination Date, but in no event later than the Expiration Date. Any exercise of this Option beyond (i) three (3) months after the date Optionee ceases to be an employee when Optionee’s Termination is for any reason other than Optionee’s death or disability, within the meaning of Section 22(e)(3) of the Code; or (ii) twelve (12) months after the date Optionee ceases to be an employee when the termination is for Optionee’s disability, within the meaning of Section 22(e)(3) of the Code, is deemed to be an NQSO.

3.3. Termination for Cause . If Optionee is Terminated for Cause, then Optionee shall immediately forfeit all rights to their Option, and this Option shall immediately expire on Optionee’s Termination Date, or at such later time and on such conditions as may be affirmatively determined by the Committee.

3.4. No Obligation to Employ . Nothing in the Plan or this Agreement shall confer on Optionee any right to continue in the employ of, or other relationship with, the Company or any Parent or Subsidiary of the Company, or limit in any way the right of the Company or any Parent or Subsidiary of the Company to terminate Optionee’s employment or other relationship at any time, with or without Cause.

4. MANNER OF EXERCISE.

4.1. Stock Option Exercise Notice and Agreement . To exercise this Option, Optionee (or in the case of exercise after Optionee’s death or incapacity, Optionee’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed Stock Option Exercise Notice and Agreement in the form attached hereto as Annex A , or in such other form as may be approved by the Committee from time to time (the “ Exercise Agreement ”) and payment for the shares being purchased in accordance with this Agreement. The Exercise Agreement shall set forth, among other things, (i) Optionee’s election to exercise this Option, (ii) the number of Shares being purchased, (iii) any representations, warranties and agreements regarding Optionee’s investment intent and access to information as may be required by the Company to comply with applicable securities laws in connection with any exercise of this Option and (iv) any other agreements required by the Company to the Company. If someone other than Optionee exercises this Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise this Option and such person shall be subject to all of the restrictions contained herein as if such person were Optionee.

4.2. Limitations on Exercise . This Option may not be exercised unless such exercise is in compliance with all applicable federal and state securities laws, as they are in effect on the date of exercise.

4.3. Payment . The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the shares being purchased in cash (by check or wire transfer), or where permitted by law:

(a) by cancellation of indebtedness of the Company owed to Optionee;

(d) provided that a public market for the Common Stock exists, subject to compliance with applicable law, by exercising as set forth below, through a “same day sale” commitment from Optionee and a broker-dealer whereby Optionee irrevocably elects to exercise this Option and to sell a portion of the Shares so purchased sufficient to pay the total Exercise Price, and whereby the broker-dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or

(e) by any combination of the foregoing or any other method of payment approved by the Committee that constitutes legal consideration for the issuance of Shares.

4.4. Tax Withholding . Prior to the issuance of the Shares upon exercise of the Option, Optionee must pay or provide for any applicable federal, state and local withholding obligations of the Company. If the Committee permits, Optionee may provide for payment of withholding taxes upon exercise of the Option by requesting that the Company retain the minimum number of Shares with a Fair Market Value equal to the minimum amount of taxes required to be withheld; or to arrange a mandatory “sell to cover” on Participant’s behalf (without further authorization); but in no event will the Company withhold Shares or “sell to cover” if such withholding would result in adverse accounting consequences to the Company. In case of stock withholding or a sell to cover, the Company shall issue the net number of Shares to Optionee by deducting the Shares retained from the Shares issuable upon exercise.

4.5. Issuance of Shares . Provided that the Exercise Agreement and payment are in form and substance satisfactory to counsel for the Company, the Company shall issue the Shares issuable upon a valid exercise of this Option registered in the name of Optionee, Optionee’s authorized assignee, or Optionee’s legal representative, and shall deliver certificates representing the Shares with the appropriate legends affixed thereto.

5. COMPLIANCE WITH LAWS AND REGULATIONS. The Plan and this Agreement are intended to comply with Section 25102(o) and Rule 701. Any provision of this Agreement that is inconsistent with Section 25102(o) or Rule 701 shall, without further act or amendment by the Company or the Committee, be reformed to comply with the requirements of Section 25102(o) and/or Rule 701. The exercise of this Option and the issuance and Transfer (as defined below) of Shares shall be subject to compliance by the Company and Optionee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Common Stock may be listed at the time of such issuance or Transfer. Optionee understands that the Company is under no obligation to register or qualify the Shares with the SEC, any state securities commission or any stock exchange to effect such compliance.

7. COMPANY’S REPURCHASE OPTION FOR UNVESTED SHARES. If Optionee is Terminated for any reason, or no reason, including without limitation, Optionee’s death, Disability, voluntary resignation or termination by the Company with or without Cause and Optionee has acquired Unvested Shares by exercising this Option, then the Company and/or its assignee(s) shall have the option to repurchase all or a portion of Optionee’s Unvested Shares (as defined in Section 2.2 of this Agreement) as of the Termination Date on the terms and conditions set forth in this Section 7 (the “ Repurchase Option ”).

7.1. Termination and Termination Date . In case of any dispute as to whether Optionee is Terminated, the Committee shall have discretion to determine whether Optionee has been Terminated and the effective date of such Termination (the “ Termination Date ”).

7.2. Exercise of Repurchase Option . Subject to the foregoing provisions of this Section, at any time within ninety (90) days after Optionee’s Termination Date, the Company and/or its assignee(s), may elect to repurchase any or all of Optionee’s Unvested Shares by giving Optionee written notice of exercise of the Repurchase Option.

7.3. Calculation of Repurchase Price for Unvested Shares . The Company or its assignee shall have the option to repurchase from Optionee (or from Optionee’s personal representative as the case may be) the Unvested Shares at Optionee’s Exercise Price, as such may be proportionately adjusted for any stock split or similar change in the capital structure of the Company as set forth in Section 2.2 of the Plan (the “ Repurchase Price ”).

7.4. Payment of Repurchase Price . The Repurchase Price shall be payable, at the option of the Company or its assignee, by check or by cancellation of all or a portion of any outstanding indebtedness owed by Optionee to the Company and/or such assignee, or by any combination thereof. The Repurchase Price shall be paid without interest within the term of the Repurchase Option as described in Section 7.2.

7.5. Right of Termination Unaffected . Nothing in this Agreement shall be construed to limit or otherwise affect in any manner whatsoever the right or power of the Company (or any Parent or Subsidiary of the Company) to terminate Optionee’s employment or other relationship with Company (or any Parent or Subsidiary of the Company) at any time, for any reason or no reason, with or without Cause.

8. RESTRICTIONS ON TRANSFER.

8.1. Transfer of Shares . Optionee hereby agrees that Optionee shall not sell, transfer, assign, grant a lien or security interest in, pledge, hypothecate, encumber or otherwise dispose, of, directly or indirectly, whether voluntarily or by operation of law or by gift or otherwise, (“ Transfer ”), any of the Shares (other than as permitted by this Agreement) unless and until:

(a) Optionee shall have notified the Company of the proposed Transfer and provided a written summary of the terms and conditions of the proposed Transfer as required in Section 10.1;

(b) Optionee shall have complied with all requirements of this Agreement applicable to the Transfer of the Shares;

8.2. Restriction on Transfer . Optionee shall not Transfer any of the Shares which are subject to the Company’s Repurchase Option or the Right of First Refusal described below, except with the prior consent of the Board as contemplated by Section 8.1(e) and after compliance with all other terms and restrictions of this Agreement. Shares shall deemed to be “Transferred” in (i) any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of any Shares, even if any Shares would be disposed of by someone other than the Optionee or (ii) any transaction involving any short sale or any purchase, sale or grant of any right (including without limitation any put or call option or warrant) with respect to any Shares or with respect to any security that includes, relates to, or derives any significant part of its value from any Shares.

8.3. Transferee Obligations . Each person (other than the Company) to whom the Shares are Transferred by means of an Exempt Transfer must, as a condition precedent to the validity of such Transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Agreement and that the Transferred Shares are subject to (i) both the Company’s Repurchase Option and the Company’s Right of First Refusal granted hereunder and (ii) the market stand-off provisions of Section 9 below, to the same extent such Shares would be so subject if retained by Optionee.

9. MARKET STANDOFF AGREEMENT. Optionee agrees that, subject to any early release provisions that apply pro rata to stockholders of the Company according to their holdings of Common Stock (determined on an as-converted into Common Stock basis), Optionee will not, for a period of up to one hundred eighty (180) days (plus up to an additional thirty five (35) days to the extent reasonably requested by the Company or such underwriter(s) to accommodate regulatory restrictions on the publication or other distribution of research reports or earnings releases by the Company, including NASD and NYSE rules) following the effective date of the registration statement filed with the SEC relating to the initial underwritten sale of Common Stock of the Company to the public under the Securities Act (the “ IPO ”), directly or indirectly sell, offer to sell, grant any option for the sale of, or otherwise dispose or Transfer of any Common Stock or securities convertible into Common Stock, except for: (i) Transfers of Shares permitted under Section 10.6 hereof so long as such transferee furnishes to the Company and the managing underwriter their written consent to be bound by this Section 9 as a condition precedent to such Transfer; and (ii) sales of any securities to be included in the registration statement for the IPO. For the avoidance of doubt, the provisions of this Section shall only apply to the IPO. The restricted period shall in any event terminate two (2) years after the closing date of the IPO. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the Shares subject to this Section and to impose stop transfer instructions with respect to the Shares until the end of such period. Optionee further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing restrictions on Transfer. For the avoidance of doubt, the foregoing provisions of this Section shall not apply to any registration of securities of the Company (a) under an employee benefit plan or (b) in a merger, consolidation, business combination or similar transaction.

10. COMPANY’S RIGHT OF FIRST REFUSAL. Unvested Shares may not be sold or otherwise transferred, or pledged by Optionee or made subject to a security interest, pledge or other lien without the Company’s prior written consent, which may be withheld in the Company’s sole and absolute discretion. Before any Vested Shares held by Optionee or any transferee of such Vested Shares (either sometimes referred to herein as the “ Holder” ) may be sold or Transferred, the Company and/or its assignee(s) will have a right of first refusal to purchase the Vested Shares to be sold or Transferred (the “ Offered Shares” ) on the terms and conditions set forth in this Section (the “ Right of First Refusal” ).

10.1. Notice of Proposed Transfer . The Holder of the Offered Shares will deliver to the Company a written notice (the “ Notice” ) stating: (i) the Holder’s bona fide intention to sell or otherwise Transfer the Offered Shares; (ii) the name and address of each proposed purchaser or other transferee (the “ Proposed Transferee” ); (iii) the number of Offered Shares to be Transferred to each Proposed Transferee; (iv) the bona fide cash price or other consideration for which the Holder proposes to Transfer the Offered Shares (the “ Offered Price” ); (v) a description of Optionee’s relationship to or affiliation with the Proposed Transferee(s); (vi) all other terms and conditions of the proposed Transfer; (vii) except in the case of an Exempt Transfer, that Optionee acknowledges the Transfer Notice is an offer to sell the Offered Shares to the Company and/or its assignee(s) pursuant to the Company’s Right of First Refusal at the Offered Price as provided for in this Agreement; and (viii) in the case of an Exempt Transfer, the provision or provisions of Section 10.6 under which the proposed Transfer constitutes an Exempt Transfer.

10.2. Exercise of Right of First Refusal . At any time within thirty (30) days after the date of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all (or, with the consent of the Holder, less than all) the Offered Shares proposed to be Transferred to any one or more of the Proposed Transferees named in the Notice, at the purchase price, determined as specified below.

10.3. Purchase Price . The purchase price for the Offered Shares purchased under this Section will be the Offered Price, provided that if the Offered Price consists of no legal consideration (as, for example, in the case of a Transfer by gift) then the purchase price will be the fair market value of the Offered Shares as determined in good faith by the Committee. If the Offered Price includes consideration other than cash, then the value of the non-cash consideration, as determined in good faith by the Committee, will conclusively be deemed to be the cash equivalent value of such non-cash consideration.

10.4. Payment . Payment of the purchase price for the Offered Shares will be payable, at the option of the Company and/or its assignee(s) (as applicable), by check or by cancellation of all or a portion of any outstanding purchase money indebtedness owed by the Holder to the Company (or to such assignee, in the case of a purchase of Offered Shares by such assignee) or by any combination thereof. The purchase price will be paid without interest within sixty (60) days after the Company’s receipt of the Notice, or, at the option of the Company and/or its assignee(s), in the manner and at the time(s) set forth in the Notice.

10.5. Holder’s Right to Transfer . If all of the Offered Shares proposed in the Notice to be Transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, and if all other requirement for Transfer of Shares provided in this Agreement, including, without limitation, the requirements of Section 8.1 and 8.3, are satisfied as determined by the Company in its sole discretion, then the Holder may sell or otherwise Transfer such Offered Shares to each Proposed Transferee at the Offered Price or at a higher price, provided that (i) such sale or other Transfer is consummated within ninety (90) days after the date of the Notice, (ii) any such sale or other Transfer is effected in compliance with all applicable securities laws, and (iii) each Proposed Transferee agrees in writing that the provisions of the terms and conditions of this Agreement, including the provisions of Section 8.1(e), will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to each Proposed Transferee within such ninety (90) day period, then a new Notice must be given to the Company pursuant to which the Company will again be offered the Right of First Refusal, and the proposed Transfer will again by subject to approval by the Board pursuant to Section 8.1(e), before any Shares held by the Holder may be sold or otherwise Transferred.

10.6. Exempt Transfers . Notwithstanding anything to the contrary in this Section, the following Transfers of Vested Shares (the “ Exempt Transfers ”) will be exempt from the Right of First Refusal: (i) the Transfer of any or all of the Vested Shares during Optionee’s lifetime by gift or on Optionee’s death by will or intestacy to any member(s) of Optionee’s “Immediate Family” (as defined below) or to a trust for the benefit of Optionee and/or member(s) of Optionee’s Immediate Family, provided that each

transferee or other recipient agrees in a writing satisfactory to the Company that the terms and conditions of this Agreement, including, but not limited to, the provisions of Section 8.1, will continue to apply to the Transferred Vested Shares in the hands of such transferee or other recipient; (ii) any Transfer of Vested Shares made pursuant to a statutory merger, statutory consolidation of the Company with or into another corporation or corporations or a conversion of the Company into another form of legal entity (except that the Right of First Refusal will continue to apply thereafter to such Vested Shares, in which case the surviving corporation of such merger or consolidation or the resulting entity of such conversion shall succeed to the rights of the Company under this Section unless the agreement of merger or consolidation or conversion expressly otherwise provides); (iii) any repurchase or redemption of Shares by the Company at cost, upon the occurrence of certain events, such as the termination of employment or services; or (iv) any Transfer of Vested Shares pursuant to the winding up and dissolution of the Company. As used herein, the term “ Immediate Family” will mean Optionee’s spouse, the lineal descendant or antecedent, father, mother, brother or sister, child, adopted child, grandchild or adopted grandchild of Optionee or Optionee’s spouse, or the spouse of any of the above or Spousal Equivalent, as defined herein. As used herein, a person is deemed to be a “ Spousal Equivalent” provided the following circumstances are true: (i) irrespective of whether or not Optionee and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last twelve (12) months, (ii) they intend to remain so indefinitely, (iii) neither are married to anyone else, (iv) both are at least 18 years of age and mentally competent to consent to contract, (v) they are not related by blood to a degree of closeness that which would prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each other’s common welfare and financial obligations, and (vii) they reside together in the same residence for the last twelve (12) months and intend to do so indefinitely.

10.7. Termination of Right of First Refusal . The Right of First Refusal will terminate as to all Shares upon the earliest of the following dates (such termination date, the “ ROFR Termination Date ”): (i) on the effective date of the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the SEC under the Securities Act (other than a registration statement relating solely to the issuance of Common Stock pursuant to a business combination or an employee incentive or benefit plan); (ii) on any Transfer or conversion of Shares made pursuant to a statutory merger or statutory consolidation of the Company with or into another corporation or corporations if the common stock of the surviving corporation or any direct or indirect parent corporation thereof is registered under the Exchange Act; or (iii) on any Transfer or conversion of Shares made pursuant to a statutory conversion of the Company into another form of legal entity if the common equity (or comparable equity security) of entity resulting from such conversion is registered under the Exchange Act.

11. RIGHTS AS A STOCKHOLDER. Optionee shall not have any of the rights of a stockholder with respect to any Shares unless and until such Shares are issued to Optionee. Subject to the terms and conditions of this Agreement, Optionee will have all of the rights of a stockholder of the Company with respect to the Shares from and after the date that Shares are issued to Optionee pursuant to, and in accordance with, the terms of the Exercise Agreement until such time as Optionee disposes of the Shares or the Company and/or its assignee(s) exercise(s) the Repurchase Option or the Right of First Refusal. Upon an exercise of the Repurchase Option or the Right of First Refusal, Optionee will have no further rights as a holder of the Shares so purchased upon such exercise, other than the right to receive payment for the Shares so purchased in accordance with the provisions of this Agreement, and Optionee will promptly surrender the stock certificate(s) evidencing the Shares so purchased to the Company for transfer or cancellation.

12. ESCROW. As security for Optionee’s faithful performance of this Agreement, Optionee agrees, immediately upon receipt of the stock certificate(s) evidencing the Shares, to deliver such certificate(s) to the Secretary of the Company or other designee of the Company (the “ Escrow Holder ”), who is hereby appointed to hold such certificate(s) and to take all such actions and to effectuate all such Transfers and/or releases of such Shares as are in accordance with the terms of this Agreement. Optionee and the Company agree that Escrow Holder will not be liable to any party to this Agreement (or to any other party) for any

actions or omissions unless Escrow Holder is grossly negligent or intentionally fraudulent in carrying out the duties of Escrow Holder under this Agreement. Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be genuine and may rely on the advice of counsel and obey any order of any court with respect to the transactions contemplated by this Agreement and will not be liable for any act or omission taken by Escrow Holder in good faith reliance on such documents, the advice of counsel or a court order. The Shares will be released from escrow upon termination of both the Repurchase Option and the Right of First Refusal.

13. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.

13.1. Legends . Optionee understands and agrees that the Company will place the legends set forth below or similar legends on any stock certificate(s) evidencing the Shares, together with any other legends that may be required by state or U.S. Federal securities laws, the Company’s Certificate of Incorporation or Bylaws, any other agreement between Optionee and the Company, or any agreement between Optionee and any third party (and any other legend(s) that the Company may become obligated to place on the stock certificate(s) evidencing the Shares under the terms of any agreement to which the Company is or may become bound or obligated):

(b) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON RESALE AND TRANSFER, INCLUDING THE REPURCHASE OPTION AND RIGHT OF FIRST REFUSAL HELD BY THE ISSUER AND/OR ITS ASSIGNEE(S) AS SET FORTH IN A STOCK OPTION AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH SALE AND TRANSFER RESTRICTIONS, INCLUDING THE REPURCHASE OPTION AND RIGHT OF FIRST REFUSAL, ARE BINDING ON TRANSFEREES OF THESE SHARES.

13.2. Stop-Transfer Instructions . Optionee agrees that, to ensure compliance with the restrictions imposed by this Agreement, the Company may issue appropriate “stop-transfer” instructions to its transfer agent, if any, and if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

13.3. Refusal to Transfer . The Company will not be required (i) to Transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares, or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares have been so Transferred.

14. CERTAIN TAX CONSEQUENCES. Set forth below is a brief summary as of the Effective Date of the Plan of some of the federal tax consequences of exercise of the Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES.

14.1. Exercise of ISO . If the Option qualifies as an ISO, there will be no regular federal income tax liability upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as a tax preference item for federal alternative minimum tax purposes and may subject Optionee to the alternative minimum tax in the year of exercise.

14.2. Exercise of Nonqualified Stock Option . If the Option does not qualify as an ISO, there may be a regular federal income tax liability upon the exercise of the Option. Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If Optionee is a current or former employee of the Company, the Company may be required to withhold from Optionee’s compensation or collect from Optionee and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income at the time of exercise.

14.3. Disposition of Shares . The following tax consequences may apply upon disposition of the Shares.

(a) Incentive Stock Options . If the Shares are held for more than twelve (12) months after the date of purchase of the Shares pursuant to the exercise of an ISO and are disposed of more than two (2) years after the Date of Grant, any gain realized on disposition of the Shares will be treated as long term capital gain for federal income tax purposes. If Vested Shares purchased under an ISO are disposed of within the applicable one (1) year or two (2) year period, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates in the year of the disposition) to the extent of the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. To the extent the Shares were exercised prior to vesting coincident with the filing of an 83(b) Election, the amount taxed because of a disqualifying disposition will be based upon the excess, if any, of the fair market value on the date of vesting over the exercise price.

14.4. Section 83(b) Election for Unvested Shares . With respect to Unvested Shares, which are subject to the Repurchase Option, unless an election is filed by Optionee with the Internal Revenue Service (and, if necessary, the proper state taxing authorities), within thirty (30) days of the purchase of the Unvested Shares, electing pursuant to Section 83(b) of the Code (and similar state tax provisions, if applicable) to be taxed currently on any difference between the Exercise Price of the Unvested Shares and their Fair

Market Value on the date of purchase, there may be a recognition of taxable income (including, where applicable, alternative minimum taxable income) to Optionee, measured by the excess, if any, of the Fair Market Value of the Unvested Shares at the time they cease to be Unvested Shares, over the Exercise Price of the Unvested Shares.

15. GENERAL PROVISIONS.

15.1. Interpretation . Any dispute regarding the interpretation of this Agreement shall be submitted by Optionee or the Company to the Committee for review. The resolution of such a dispute by the Committee shall be final and binding on the Company and Optionee.

15.2. Entire Agreement . The Plan, the Grant Notice and the Exercise Agreement are each incorporated herein by reference. This Agreement, the Grant Notice, the Plan and the Exercise Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior undertakings and agreements with respect to such subject matter.

16. NOTICES. Any and all notices required or permitted to be given to a party pursuant to the provisions of this Agreement will be in writing and will be effective and deemed to provide such party sufficient notice under this Agreement on the earliest of the following: (i) at the time of personal delivery, if delivery is in person; (ii) at the time an electronic confirmation of receipt is received, if delivery is by email; (iii) at the time of transmission by facsimile, addressed to the other party at its facsimile number specified herein (or hereafter modified by subsequent notice to the parties hereto), with confirmation of receipt made by both telephone and printed confirmation sheet verifying successful transmission of the facsimile; (iv) one (1) business day after deposit with an express overnight courier for United States deliveries, or two (2) business days after such deposit for deliveries outside of the United States, with proof of delivery from the courier requested; or (v) three (3) business days after deposit in the United States mail by certified mail (return receipt requested) for United States deliveries. Any notice for delivery outside the United States will be sent by email, facsimile or by express courier. Any notice not delivered personally or by email will be sent with postage and/or other charges prepaid and properly addressed to Optionee at the last known address or facsimile number on the books of the Company, or at such other address or facsimile number as such other party may designate by one of the indicated means of notice herein to the other parties hereto or, in the case of the Company, to it at its principal place of business. Notices to the Company will be marked “Attention: Chief Financial Officer.” Notices by facsimile shall be machine verified as received.

17. SUCCESSORS AND ASSIGNS. The Company may assign any of its rights under this Agreement including its rights to purchase Shares under both the Right of First Refusal and Repurchase Option. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on Transfer set forth herein, this Agreement shall be binding upon Optionee and Optionee’s heirs, executors, administrators, legal representatives, successors and assigns.

18. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Washington as such laws are applied to agreements between Washington residents entered into and to be performed entirely within Washington. If any provision of this Agreement is determined by a court of law to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.

19. FURTHER ASSURANCES. The parties agree to execute such further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.

20. TITLES AND HEADINGS. The titles, captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement.

Unless otherwise specifically stated, all references herein to “sections” and “exhibits” will mean “sections” and “exhibits” to this Agreement.

21. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement.

22. SEVERABILITY. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

* * * * *

Attachments:

Annex A : Form of Stock Option Exercise Notice and Agreement

EARLY EXERCISE FORM

ANNEX A

FORM OF STOCK OPTION EXERCISE NOTICE AND AGREEMENT

Exhibit 10.6

January 11, 2006

Mark P. Mader

[address line]

Dear Mark:

Navigo Technologies, Inc. (the “Company”) is pleased to offer you employment with the Company on the terms described below.

1. Position. You will start in a full-time position as President and will report to the Company’s Board of Directors. By signing this letter, you confirm with the Company that you are under no contractual or other legal obligations that would prohibit you from performing your duties with the Company.

2. Compensation and Employee Benefits. You will be paid a starting annual salary of $112,500, payable on the Company’s regular payroll dates. As a regular employee of the Company you will be eligible to participate in a number of Company-sponsored benefits.

3. Equity Participation. Subject to your acceptance of this letter agreement, you will have the opportunity to purchase the following securities of the Company: (a) 100,000 shares of the Company’s Series A1 Preferred Stock at a purchase price of $0.80 per share and (b) 250,000 shares of the Company’s common stock at a purchase price of $0.08 per share (the “Common Shares”), which Common Shares would be subject to a Company right of repurchase pursuant to a Stock Restriction Agreement between you and the Company, on the terms set forth therein.

4. Proprietary Information, Inventions Assignment and Noncompete Agreement. Like all Company employees, you will be required, as a condition of your employment with the Company, to sign the Company’s enclosed standard Proprietary Information, Inventions Assignment and Noncompete Agreement.

5. Employment Relationship. Employment with the Company is for no specific period of time. Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations which may have been made to you are superseded by this offer. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures (as detailed in the Company’s Employee Handbook), may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement between you and the Company.

6. Outside Activities. While you render services to the Company, you agree that you will not engage in any other employment, consulting or other business activity without the

written consent of the Company. In addition, while you render services to the company, you will not assist any person or entity in competing with the Company, in preparing to compete with the Company or in hiring any employees or consultants of the Company.

7. Withholding Taxes. All forms of compensation referred to in this letter are subject to applicable withholding and payroll taxes.

8. Entire Agreement. This letter supersedes and replaces any prior understandings or agreements, whether oral, written or implied, between you and the Company regarding the matters described in this letter.

If you wish to accept this offer, please sign and date the enclosed duplicate original of this letter, the enclosed Proprietary Information, Inventions Assignment and Noncompete Agreement, and the Acknowledgement and Receipt of the Company’s Employee Handbook and return them to me. As required, by law, your employment with the Company is also contingent upon your providing legal proof of your identity and authorization to work in the United States. This offer, if not accepted, will expire at the close of business on January 30, 2006.

We look forward to having you join us no later than January 30, 2006.

If you have any questions regarding this offer, please call me.



Very truly yours,

NAVIGO TECHNOLOGIES, INC.

By: /s/ Brent Frei___________________

Title: Executive Chairman____________

I have read and accept this employment offer.



/s/ Mark P. Mader
Mark P. Mader

Dated:

Attachment
Exhibit A: Proprietary Information, Inventions Assignment and Noncompete Agreement

PROPRIETARY INFORMATION, INVENTIONS ASSIGNMENT
AND NONCOMPETE AGREEMENT

In exchange for my becoming employed (or my employment being continued) by Navigo Technologies, Inc., a Washington corporation with its principal offices in the state of Washington, or any of its current or future subsidiaries, affiliates, successors or assigns (collectively, the “ Company ”), and for any compensation for my services separately agreed by the Company in writing, the undersigned employee (referred to in the first person in this Agreement) hereby agrees as follows:

1. Duties . I will perform for the Company such duties as may be designated by the Company from time to time or that are otherwise within the scope of my position and not contrary to instructions from the Company. During the period of my employment by the Company, I will at all times devote my entire and best business efforts to the interests of the Company, and I will not, without the prior written consent of the Company, engage in other employment or in any activities detrimental to the best interests of the Company.

2. Protection of Proprietary Information .

(a) As used in this Agreement, the term “ Proprietary Information ” means information or physical material not generally known or available outside the Company and information or physical material entrusted to the Company in confidence by third parties. This includes, but is not limited to, Company Inventions and Works (as defined below), confidential knowledge, copyrights, product ideas, techniques, processes, formulas, object codes, biological materials, mask works and/or any other information or materials of any type relating to documentation, laboratory notebooks, data, schematics, algorithms, flow charts, mechanisms, research, manufacture, improvements, assembly, installation, marketing, forecasts, sales, pricing, customers, salaries, duties, qualifications, performance levels and terms of compensation of other employees, and/or cost or other financial data concerning any of the foregoing or the Company and its operations. Proprietary Information may be contained in material such as drawings, samples, specimens, prototypes, procedures, specifications, reports, studies, customer or supplier lists, budgets, cost or price lists, compilations or computer programs, or may be in the nature of unwritten knowledge or know-how.

(b) Except to the extent otherwise authorized by the Company in each instance, I will hold in confidence and not directly or indirectly use or disclose, both during my employment by the Company and at all times after its termination (irrespective of the reason for such termination), all Proprietary Information I obtain, access or create during the period of my employment, whether or not during working hours, until such Proprietary Information becomes generally and publicly known through no fault of mine or others under a duty of confidentiality. I agree not to make copies of such Proprietary Information except as authorized by the Company. Upon termination of my employment or upon an earlier request by the Company, I will return or deliver to the Company all tangible forms of such Proprietary Information in my possession or control, including but not limited to drawings, computer discs and other storage media,

specifications, documents, records, devices, models or any other material and copies or reproductions thereof.

(c) My agreements in this section are intended to be for the benefit of the Company and any third party that has entrusted information or physical material to the Company in confidence.

(d) This Agreement is intended to supplement, and not to supersede, any rights the Company may have in law or equity with respect to the protection of its confidential information or trade secrets.

3. Ownership of Physical Property . All documents, apparatus, equipment and other physical property in any form, whether or not pertaining to Inventions and Works (as defined below) or to Proprietary Information, furnished to me by the Company or produced by me or others in connection with my employment shall be and remain the sole property of the Company. I shall return to the Company all such documents, materials and property as and when requested by the Company, excepting only: (i) my personal copies of records relating to my compensation or employee benefits or my equity in the Company (if any); and (ii) my personal property and personal documents I bring with me to the Company and that I label as such and keep at my office during my employment. Even if the Company does not so request, I shall return all Company documents, materials and property upon termination of my employment and, except for such personal documents, I will not take with me any such documents, material or property or any reproduction thereof upon such termination. I understand and agree that the Company will have the right to inspect, with or without prior notice to me, any materials on Company premises, and that I have no expectation of privacy in my use of Company email, voicemail, or other systems.

4. Ownership of Inventions and Works .

(a) As used in this Agreement, the term “ Inventions and Works ” means discoveries, developments, concepts, designs, ideas, know-how, improvements, inventions, trade secrets and/or original works of authorship, whether or not patentable, copyrightable or otherwise legally protectable. This includes, but is not limited to, any new product, machine, article of manufacture, biological material, method, procedure, process, technique, equipment, device, apparatus, system, compound, formulation, composition of matter, design or configuration of any kind, and any improvement thereon.

(b) I hereby agree promptly to disclose to the Company, during and after my employment, all Inventions and Works that I may solely or jointly conceive, author, discover, develop or reduce to practice during the period of my employment by the Company and to assist the Company in determining which of such Inventions and Works are Company Inventions and Works as defined below. As used in this Agreement, the term “ Company Inventions and Works ” means any Inventions and Works that I conceive, reduce to practice, develop or have developed (in whole or in part, either alone or jointly with others) during the period of my employment by the Company and that, in whole or in part: (i) pertain to any actual or projected line of business activity of the Company; (ii) are aided by the use of time, material or facilities of the Company,

whether or not during working hours; or (iii) relate to any of my work during the period of my employment by the Company, whether or not during normal working hours and whether or not instigated by me or the result of specific instructions given to me by the Company. I hereby agree that all Company Inventions and Works shall be the property of the Company and its assigns to the maximum extent permitted by law (and to the fullest extent permitted by law shall be deemed “works made for hire” for the Company), and the Company and its assigns shall be the owner of all patents, copyrights, trademarks, trade secrets and other rights therein and in connection therewith. Without further compensation, I hereby assign to the Company any and all right, title, and interest that I have or may acquire in such Company Inventions and Works.

(c) Attached hereto as Exhibit A is a complete list of all Inventions and Works, if any, made by me prior to my employment by the Company that may be relevant to the Company’s actual or projected business, and I represent and warrant that such list is complete. If no such list is attached to this Agreement, I represent that I have no such Inventions and Works at the time of signing this Agreement. If in the course of my employment with the Company, I use or incorporate into a project, product or process any Invention and Work not covered by Section 4(b) of this Agreement in which I have an interest, I will promptly so inform the Company. Whether or not I give such notice, I hereby irrevocably grant to the Company a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with right to transfer and to sublicense, to practice and exploit such Invention and Work and to make, have made, copy, modify, make derivative works of, use, sell, import, and otherwise distribute under all applicable intellectual properties without restriction of any kind.

NOTICE REQUIRED BY REVISED CODE OF WASHINGTON 49.44.140 :

The Company Inventions and Works will not include, and any assignment of inventions required by this Agreement does not apply to, an invention for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on the employee’s own time, unless: (a) the invention relates (i) directly to the business of the Company or (ii) to the Company’s actual or demonstrably anticipated research or development; or (b) the invention results from any work performed by the employee for the Company.

5. Further Assistance; Power of Attorney . I agree to perform, during and after my employment, all acts deemed necessary or desirable by the Company to permit and assist it, at its expense, in obtaining and enforcing the full benefits, enjoyment, rights and title throughout the world in the Company Inventions and Works. Such acts may include, but are not limited to, execution of documents and assistance or cooperation in legal proceedings. I hereby irrevocably designate the Company and its duly authorized officers and agents as my agent and attorney-in fact, to execute and file on my behalf any such applications and to do all other lawful acts to further the prosecution and issuance of patents, copyright and mask work registrations related to such Inventions and Works. This power of attorney is coupled with an interest and shall not be affected by my subsequent incapacity.

6. Non-Solicitation; Non-Competition .

(a) During the term of my employment by the Company, and for a period of one year following the termination of my relationship with the Company for any reason or for no reason: (i) I will not directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt any of the foregoing, either for my benefit or that of any other person or entity, and (ii) I will not knowingly solicit any licensor, licensee, supplier, or customer of the Company to discontinue or to alter its actual or projected relationships with the Company, either for my benefit or that of any other person or entity.

(b) During the term of my employment by the Company and for one year following the termination of my relationship with the Company for any reason or for no reason, I will not, without the Company’s prior written consent in each instance: (i) directly or indirectly research, develop, market, or work on any products or services that are competitive with products or services that are or were being researched, developed, or commercially exploited by the Company during my employment by the Company or on which I worked or about which I learned Proprietary Information during my employment by the Company, or (ii) prepare to do so or assist any third party to do so or to prepare to do so.

7. No Conflicts . I certify, to the best of my information and belief, that I am not a party to any other agreement or obligation that may interfere with my full compliance with this Agreement. I represent that neither my employment nor my performance under this Agreement will breach any agreement to keep in confidence proprietary information, knowledge or data acquired by me in confidence or in trust prior to my becoming an employee of the Company or otherwise outside the scope of my employment, and I will not disclose to the Company, or induce the Company to use, any confidential or proprietary information or material belonging to any third party. I agree not to enter into any written or oral agreement that conflicts with this Agreement or impairs the performance of my duties to the Company.

8. Notice to Third Parties . I understand and agree that the Company may, with or without prior notice to me and during or after the period of my employment by the Company, notify third parties of my agreements and obligations under this Agreement.

9. Effects of Agreement . This Agreement shall bind and benefit the Company and its successors and assigns and shall be binding upon my heirs and legal representatives.

10. At-Will Relationship . I understand and acknowledge that my employment by the Company is and shall continue to be at-will, as defined under applicable law, meaning that either I or the Company may terminate the relationship at any time for any reason or no reason, without further obligation or liability. The terms of this Agreement will survive any such termination.

11. Injunctive Relief . I acknowledge that violation of this Agreement by me may cause irreparable injury to the Company, and I agree that the Company will be entitled to seek extraordinary relief in court, including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or

other security (or, where such a bond or security is required, I agree that a $1,000 bond will be adequate) and without prejudice to any other rights and remedies that the Company may have for a breach of this Agreement.

12. Miscellaneous . This Agreement supersedes any oral, written or other communications or agreements concerning the subject matter of this Agreement, and may be amended only by a written instrument signed by me and the President of the Company. The Company shall not be deemed hereby to have waived any rights or remedies it may have in law or equity, nor to have waived any of its rights under this Agreement, unless, and only to the extent, it does so by specific written waiver signed by its President. This Agreement shall be governed by the laws of the state of Washington applicable to contracts entered into and performed entirely within the state of Washington, without giving effect to any conflict of laws principles to the contrary. Any disputes under this Agreement may be brought in the state courts and the Federal courts located in King County, Washington, and I and the Company consent to the personal jurisdiction and venue of those courts. If any provision of this Agreement is invalid or unenforceable to any extent in any context, it shall nevertheless be enforced to the fullest extent allowed by law in that and other contexts, and the validity and force of the remainder of this Agreement shall not be affected.

13. Acknowledgments . I certify and acknowledge that I have carefully read all of the provisions of this Agreement and that I have been given an opportunity to seek the advice of independent legal counsel to represent me in connection with this Agreement. I understand and will fully and faithfully comply with all provisions of this Agreement.

14. Effective Date . This Agreement shall become effective as of Jan 30 , 2006.



NAVIGO TECHNOLOGIES, INC.
By:		/s/ Mark P. Mader
Title:		Mark P. Mader
Dated:	, 2006	Dated: Jan 30 , 2006

Exhibit A

NAVIGO TECHNOLOGIES, INC.

[address line]

Ladies and Gentlemen:

1. The following is a complete list of all existing Inventions and Works in which I have an interest and that may be relevant to the Company’s actual or projected business. I represent and warrant that such list is complete.

Prior to Navigo, I spent time conceiving/modeling a non-software related business concept in the area of waste management (handling and disposal of hazardous and non-hazardous materials). I would like the ideas, designs, processes, etc. relating to this concept to be excluded from my agreement with Navigo

2. I propose to bring to my employment or consultancy the following materials and documents of a former employer:

X No materials or documents.

See description below:



Signed:	/s/ Mark P. Mader
	Mark P. Mader

Exhibit 10.7

July 25, 2016

Jennifer Ceran

via email

Dear Jenny:

Smartsheet.com, Inc. (the “Company”) is pleased to offer you employment with the Company on the terms described below.

1. Position. You will start in a full-time position as Chief Financial Officer and will initially report to the Company’s President and CEO. By signing this letter, you confirm with the Company that you are under no contractual or other legal obligations that would prohibit you from performing your duties with the Company.

2. Compensation and Employee Benefits. You will be paid a starting base salary at the rate of $275,000 per year, payable on the Company’s regular payroll dates. Additionally, you will be eligible for an executive annual bonus targeted at $85,000 contingent on achievement of company objectives. As a full-time employee of the Company you will be eligible to participate in a number of Company-sponsored benefits, including a Company-funded health benefits plan, parking or public transit pass, SR-520 toll reimbursement, and 401(k) plan. Should you elect to decline participation in the Company health plan, you are eligible to receive a portion of the premium on a monthly basis. You will accrue four weeks, which is equal to 20 working days, of paid time off (PTO) annually.

3. Stock Options. We will recommend to the Company’s Board of Directors (the “Board”) that you be granted an option to purchase 900,000 shares of the Company’s common stock. The exercise price per share will be equal to the fair market value per share on the date the option is granted or on your first day of employment, whichever is later. The option will be subject to the terms and conditions applicable to options granted under the Company’s 2015 Stock Plan (the “Plan”), as described in the Plan and the applicable stock option agreement. You will vest in 25% of the option shares after 12 months of continuous service, and the balance will vest in monthly installments over the next 36 months of continuous service, as described in the applicable stock option agreement.

In addition, if within one (1) year following an Acquisition (as such term is defined in the Plan), your employment is terminated without Cause (as such term is defined in the Plan) by the surviving corporation in the Acquisition, or you terminate your employment for Good Reason (as defined below), 75% of any shares that remain unvested from this initial grant as of the date of the Acquisition shall accelerate.

For purposes of this offer letter, “Good Reason” is defined as (i) a material reduction in your annual base salary that is not accompanied by material reductions in the base salaries of peer executives; (ii) a substantial and material reduction in your duties or responsibilities (provided no such reduction shall be deemed to constitute Good Reason so long as you continue to have equivalent duties and responsibilities); or (iii) any requirement by the Company that your services be rendered primarily at a Company location or locations outside of a radius of 50 miles from the location of the Company’s principal offices, except for any

normal travel requirements. A termination of employment for Good Reason shall be effectuated by giving the Company written notice (“Notice of Termination for Good Reason”), setting forth in reasonable detail, the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Notice on which you are relying, which Notice of Termination for Good Reason is provided within ninety (90) days of the condition first arising, and providing the Company with an opportunity to cure such conduct within thirty (30) days of receiving such Notice of Termination for Good Reason. If the Company does not cure such conduct within such thirty (30) day period, a termination of employment for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is received by the Company.

However, the grant of such an option by the Company is subject to the Board’s approval and this promise to recommend such approval is not a promise of compensation and is not intended to create any obligation on the part of the Company. Further details on the Plan and any specific option grant to you will be provided upon approval of such grant by the Board.

5. Employment Relationship. Employment with the Company is for no specific period of time. Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations which may have been made to you are superseded by this offer. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures (as detailed in the Company’s Employee Handbook), may change from time to time, in the sole discretion of the Company, the “at will” nature of your employment may only be changed in an express written agreement signed by you and the Company’s President.

6. Outside Activities. During the period of your employment, you will at all times devote your best efforts to the interests of the Company, and will not, without the prior written consent of the Company, engage in, or encourage or assist others to engage in, any other employment or activity that: (a) would divert from the Company any business opportunity in which the Company can reasonably be expected to have an interest; (b) would directly compete with, or involve preparation to compete with, the current or future business of the Company; or (c) would otherwise conflict with the Company’s interests or could cause a disruption of its operations or prospects.

7. Withholding Taxes. All forms of compensation referred to in this letter are subject to applicable withholding and payroll taxes.

8. Background Check; Authorization to Work. This offer is contingent upon successful completion of a reference and background check. As required by law, your employment with the

Company is contingent upon your providing legal proof of your identity and authorization to work in the United States.

9. Entire Agreement. This offer letter constitutes the entire agreement between you and the Company regarding the matters described in this letter, and supersedes and replaces any prior understandings or agreements, whether oral, written or implied, between you and the Company relating to such subject matter.

If you wish to accept this offer, please sign and date the enclosed duplicate original of this letter and the enclosed Proprietary Information, Inventions Assignment and Noncompete Agreement and return them to me. This offer, if not accepted, will expire at the close of business on July 29, 2016.

We look forward to having you join us no later than September 12, 2016. If you have any questions regarding this offer, please contact me at mark.mader@smartsheet.com.

Very truly yours,

Smartsheet.com, Inc.

/s/ Mark Mader

Mark Mader, President and CEO

I have read and accept this employment offer.

/s/ Jennifer Ceran

Jennifer Ceran

7/27/2016

Attachment: Exhibit A: Proprietary Information, Inventions Assignment and Noncompete Agreement

Exhibit 10.8

September 5, 2016

Mike Arntz

via email

Dear Mike:

Smartsheet.com, Inc. (the “Company”) is pleased to offer you employment with the Company on the terms described below.

1. Position. You will start in a full-time position as a Senior Vice President of Worldwide Field Operations and will initially report to the Company’s President and CEO. By signing this letter, you confirm with the Company that you are under no contractual or other legal obligations that would prohibit you from performing your duties with the Company.

2. Compensation and Employee Benefits. You will be paid a starting base salary at the rate of $275,000 per year, payable on the Company’s regular payroll dates. Additionally, you will be eligible for an executive annual bonus targeted at $200,000 contingent on achievement of company objectives. As a full-time employee of the Company you will be eligible to participate in a number of Company-sponsored benefits, including a Company-funded health benefits plan, parking or public transit pass, SR-520 toll reimbursement, and 401(k) plan. Should you elect to decline participation in the Company health plan, you are eligible to receive a portion of the premium on a monthly basis. You will accrue four weeks, which is equal to 20 working days, of paid time off (PTO) annually.

3. Stock Options. We will recommend to the Company’s Board of Directors (the “Board”) that you be granted an option to purchase 930,000 shares of the Company’s common stock. The exercise price per share will be equal to the fair market value per share on the date the option is granted or on your first day of employment, whichever is later. The option will be subject to the terms and conditions applicable to options granted under the Company’s 2015 Stock Plan (the “Plan”), as described in the Plan and the applicable stock option agreement. You will vest in 25% of the option shares after 12 months of continuous service, and the balance will vest in monthly installments over the next 36 months of continuous service, as described in the applicable stock option agreement.

For purposes of this offer letter, “Good Reason” is defined as (i) a material reduction

in your annual base salary that is not accompanied by material reductions in the base salaries of peer executives; (ii) a substantial and material reduction in your duties or responsibilities (provided no such reduction shall be deemed to constitute Good Reason so long as you continue to have equivalent duties and responsibilities); or (iii) any requirement by the Company that your services be rendered primarily at a Company location or locations outside of a radius of 50 miles from the location of the Company’s principal offices, except for any normal travel requirements. A termination of employment for Good Reason shall be effectuated by giving the Company written notice (“Notice of Termination for Good Reason”), setting forth in reasonable detail, the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Notice on which you are relying, which Notice of Termination for Good Reason is provided within ninety (90) days of the condition first arising, and providing the Company with an opportunity to cure such conduct within thirty (30) days of receiving such Notice of Termination for Good Reason. If the Company does not cure such conduct within such thirty (30) day period, a termination of employment for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is received by the Company.

5. Employment Relationship. Employment with the Company is for no specific period of time. Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations which may have been made to you are superseded by this offer. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures (as detailed in the Company’s Employee Handbook), may change from time to time, in the sole discretion of the Company, the “at will” nature of your employment may only be changed in an express written agreement signed by you and the Company’s President.

preparation to compete with, the current or future business of the Company; or (c) would otherwise conflict with the Company’s interests or could cause a disruption of its operations or prospects.

7. Withholding Taxes. All forms of compensation referred to in this letter are subject to applicable withholding and payroll taxes.

8. Background Check; Authorization to Work. This offer is contingent upon successful completion of a reference and background check. As required by law, your employment with the Company is contingent upon your providing legal proof of your identity and authorization to work in the United States.

We look forward to having you join us no later than October 6, 2016. If you have any questions regarding this offer, please contact me at mark.mader@smartsheet.com.

Very truly yours,

Smartsheet.com Inc.

/s/ Mark Mader

Mark Mader, President and CEO

I have read and accept this employment offer.

/s/ Michael Arntz

Michael Arntz

9/6/2016

Attachment: Exhibit A: Proprietary Information, Inventions Assignment and Noncompete Agreement

Exhibit 10.9

October 30, 2015

Andrew Lientz

via email

Dear Andy:

Smartsheet.com, Inc. (the “Company”) is pleased to offer you employment with the Company on the terms described below.

1. Position. You will start in a full-time position as SVP of Engineering and will initially report to the Company’s President and CEO. By signing this letter, you confirm with the Company that you are under no contractual or other legal obligations that would prohibit you from performing your duties with the Company.

2. Compensation and Employee Benefits. You will be paid a starting base salary at the rate of $325,000 per year, payable on the Company’s regular payroll dates. Additionally, you will be eligible for an executive annual bonus targeted at $80,000 contingent on achievement of company objectives. As a full-time employee of the Company you will be eligible to participate in a number of Company-sponsored benefits, including a Company-funded health benefits plan, parking or public transit pass, SR-520 toll reimbursement, and 401(k) plan. Should you elect to decline participation in the Company health plan, you are eligible to receive a portion of the premium on a monthly basis. You will accrue four weeks, which is equal to 20 working days, of paid time off (PTO) annually.

3. Stock Options. We will recommend to the Company’s Board of Directors (the “Board”) that you be granted an option to purchase 975,000 shares of the Company’s common stock. The exercise price per share will be equal to the fair market value per share on the date the option is granted or on your first day of employment, whichever is later. The option will be subject to the terms and conditions applicable to options granted under the Company’s 2015 Stock Plan (the “Plan”), as described in the Plan and the applicable stock option agreement. You will vest in 25% of the option shares after 12 months of continuous service, and the balance will vest in monthly installments over the next 36 months of continuous service, as described in the applicable stock option agreement.

5. Employment Relationship. Employment with the Company is for no specific period of time. Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations which may have been made to you are superseded by this offer. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures (as detailed in the Company’s Employee Handbook), may change from time to time, in the sole discretion of the Company, the “at will” nature of your employment may only be changed in an express written agreement signed by you and the Company’s President.

7. Withholding Taxes. All forms of compensation referred to in this letter are subject to applicable withholding and payroll taxes.

8. Background Check; Authorization to Work. This offer is contingent upon successful completion of a reference and background check. As required by law, your employment with the

Company is contingent upon your providing legal proof of your identity and authorization to work in the United States.

We look forward to having you join us no later than November 30, 2015. If you have any questions regarding this offer, please contact me at mark.mader@smartsheet.com.

Very truly yours,

Smartsheet.com, Inc.

/s/ Mark Mader

Mark Mader, President and CEO

I have read and accept this employment offer.

/s/ Andrew Lientz

Andrew Lientz

11/2/2015

Attachment: Exhibit A: Proprietary Information, Inventions Assignment and Noncompete Agreement

Exhibit 10.10

May 1, 2017

Gene Farrell

via email

Dear Gene:

Smartsheet Inc. (the “Company”) is pleased to offer you employment with the Company on the terms described below.

1. Position. You will start in a full-time position as a Senior Vice President of Product and will initially report to the Company’s President and CEO. By signing this letter, you confirm with the Company that you are under no contractual or other legal obligations that would prohibit you from performing your duties with the Company.

2. Compensation and Employee Benefits. You will be paid a starting base salary at the rate of $325,000 per year, payable on the Company’s regular payroll dates. Additionally, you will be eligible for an executive annual bonus targeted at $100,000 contingent on achievement of company objectives. As a full-time employee of the Company you will be eligible to participate in a number of Company-sponsored benefits, including a Company-funded health benefits plan, parking or public transit pass, SR-520 toll reimbursement, and 401(k) plan. Should you elect to decline participation in the Company health plan, you are eligible to receive a portion of the premium on a monthly basis. You will accrue four weeks, which is equal to 20 working days, of paid time off (PTO) annually.

3. Stock Options. We will recommend to the Company’s Board of Directors (the “Board”) that you be granted an option to purchase 1,000,000 shares of the Company’s common stock. The exercise price per share will be equal to the fair market value per share on the date the option is granted or on your first day of employment, whichever is later. The option will be subject to the terms and conditions applicable to options granted under the Company’s 2015 Stock Plan (the “Plan”), as described in the Plan and the applicable stock option agreement. You will vest 20% of the option shares after 12 months of continuous service, and the balance will vest in monthly installments over the next 36 months of continuous service, vesting 25% of the option shares in year two, 30% in year three, and 25% in year four, as described in the applicable stock option agreement.

locations outside of a radius of 50 miles from the location of the Company’s principal offices, except for any normal travel requirements. A termination of employment for Good Reason shall be effectuated by giving the Company written notice (“Notice of Termination for Good Reason”), setting forth in reasonable detail, the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Notice on which you are relying, which Notice of Termination for Good Reason is provided within ninety (90) days of the condition first arising, and providing the Company with an opportunity to cure such conduct within thirty (30) days of receiving such Notice of Termination for Good Reason. If the Company does not cure such conduct within such thirty (30) day period, a termination of employment for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is received by the Company.

5. Employment Relationship. Employment with the Company is for no specific period of time. Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations which may have been made to you are superseded by this offer. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures (as detailed in the Company’s Employee Handbook), may change from time to time, in the sole discretion of the Company, the “at will” nature of your employment may only be changed in an express written agreement signed by you and the Company’s President.

7. Withholding Taxes. All forms of compensation referred to in this letter are subject to applicable withholding and payroll taxes.

8. Background Check; Authorization to Work. This offer is contingent upon successful completion of a reference and background check. As required by law, your employment with the

Company is contingent upon your providing legal proof of your identity and authorization to work in the United States.

We look forward to having you join us no later than June 1, 2017. If you have any questions regarding this offer, please contact me at mark.mader@smartsheet.com.

Sincerely,

Smartsheet Inc.

/s/ Mark Mader

Mark Mader, President and CEO

I have read and accept this employment offer.

/s/ Gene Farrell

Gene Farrell

5/2/2017

Attachment: Exhibit A: Proprietary Information, Inventions Assignment and Noncompete Agreement

Exhibit 10.11

August 9, 2012

Ms. Kara W. Hamilton

[address line]

Dear Kara:

Smartsheet.com, Inc. (the “Company”) is pleased to offer you employment with the Company on the terms described below.

1. Position. You will start in a full-time position as a Director of Finance and will initially report to the Company’s President & CEO. By signing this letter, you confirm with the Company that you are under no contractual or other legal obligations that would prohibit you from performing your duties with the Company.

2. Compensation and Employee Benefits. You will be paid a starting salary at the rate of $130,000 per year, payable on the Company’s regular payroll dates. Additionally, you will be eligible for an annual bonus of up to 10% of your base salary, contingent on corporate and personal performance objectives. As a full-time employee of the Company you will be eligible to participate in a number of Company-sponsored benefits, including a Company-funded Health Benefits Plan, parking pass, SR-520 toll re-imbursement, mobile data plan stipend, and 401(k) plan. Should you elect to decline participation in the Company insurance plan, you are eligible to receive a portion of the insurance premium on a monthly basis.

3. Stock Options. Subject to the approval of the Company’s Board of Directors, you will be granted an option to purchase 20,000 shares of the Company’s common stock. The exercise price per share will be equal to the fair market value per share on the date the option is granted or on your first day of employment, whichever is later. The option will be subject to the terms and conditions applicable to options granted under the Company’s 2005 Stock Plan, as described in that Plan and the applicable stock option agreement. You will vest in 25% of the option shares after 12 months of continuous service, and the balance will vest in monthly installments over the next 36 months of continuous service, as described in the applicable stock option agreement.

5. Employment Relationship. Employment with the Company is for no specific period of time. Your employment with the Company will be “at will,” meaning that either

you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations which may have been made to you are superseded by this offer. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures (as detailed in the Company’s Employee Handbook), may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and the Company’s President.

6. Outside Activities. While you render services to the Company, you agree that you will not engage in any other employment, consulting or other business activity without the written consent of the Company. In addition, while you render services to the company, you will not assist any person or entity in competing with the Company, in preparing to compete with the Company or in hiring any employees or consultants of the Company.

7. Withholding Taxes. All forms of compensation referred to in this letter are subject to applicable withholding and payroll taxes.

If you have any questions regarding this offer, please call me at (206) 383-0149.



Very truly yours,

SMARTSHEET.COM, INC.

By:	Mark Mader

Title:	President & CEO

I have read and accept this employment offer.



/s/ Kara Hamilton
Kara Hamilton

Dated:	August 9, 2012

Attachment
Exhibit A: Proprietary Information, Inventions Assignment and Noncompete Agreement

PROPRIETARY INFORMATION, INVENTIONS ASSIGNMENT
AND NONCOMPETE AGREEMENT

In exchange for my becoming employed (or my employment being continued) by Smartsheet.com, Inc., a Washington corporation with its principal offices in the state of Washington, or any of its current or future subsidiaries, affiliates, successors or assigns (collectively, the “ Company ”), and for any compensation for my services separately agreed by the Company in writing, the undersigned employee (referred to in the first person in this Agreement) hereby agrees as follows:

2. Protection of Proprietary Information .

specifications, documents, records, devices, models or any other material and copies or reproductions thereof.

(c) My agreements in this section are intended to be for the benefit of the Company and any third party that has entrusted information or physical material to the Company in confidence.

(d) This Agreement is intended to supplement, and not to supersede, any rights the Company may have in law or equity with respect to the protection of its confidential information or trade secrets.

4. Ownership of Inventions and Works .

NOTICE REQUIRED BY REVISED CODE OF WASHINGTON 49.44.140 :

6. Non-Solicitation; Non-Competition .

9. Effects of Agreement . This Agreement shall bind and benefit the Company and its successors and assigns and shall be binding upon my heirs and legal representatives.

14. Effective Date . This Agreement shall become effective as of 9 Aug , 2012.



SMARTSHEET.COM, INC.
By:		/s/ Kara Hamilton
Title:		Kara Hamilton
Dated:	, 2012	Dated: 9 Aug , 2012

Exhibit 10.12

February 19, 2018

Paul Porrini

via email

Dear Paul:

Smartsheet, Inc. (the “Company”) is pleased to offer you employment with the Company on the terms described below.

1. Position. You will start in a full-time position as General Counsel and will initially report to the Company’s President & CEO. By signing this letter, you confirm with the Company that you are under no contractual or other legal obligations that would prohibit you from performing your duties with the Company.

2. Compensation and Employee Benefits. You will be paid a starting base salary at the rate of $300,000 per year, payable on the Company’s regular payroll dates. You will be eligible for an annual bonus targeted at 40% of your base salary contingent on achievement of company objectives. You will be eligible for a prorated bonus amount in FY2019 (February 2018 - January 2019). Additionally, you will receive a one-time signing bonus of $50,000 payable on the regular payroll date following 30 days after your start date. As a full-time employee of the Company you will be eligible to participate in a number of Company-sponsored benefits, including a Company-funded health benefits plan, transportation plan, and 401(k) plan. Should you elect to decline participation in the Company health plan, you are eligible to receive a portion of the premium on a monthly basis. You will accrue four weeks, which is equal to 20 working days, of paid time off (PTO) annually.

3. Stock Options. We will recommend to the Company’s Board of Directors (the “Board”) that you be granted an option to purchase 525,000 shares of the Company’s common stock. The exercise price per share will be equal to the fair market value per share on the date the option is granted or on your first day of employment, whichever is later. The option will be subject to the terms and conditions applicable to options granted under the Company’s 2015 Stock Plan (the “Plan”), as described in the Plan and the applicable stock option agreement. You will vest the option shares ratably in monthly installments over the next 48 months of continuous service, as described in the applicable stock option agreement.

5. Employment Relationship. Employment with the Company is for no specific period of time. Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations which may have been made to you are superseded by this offer. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures (as detailed in the Company’s Employee Handbook), may change from time to time, in the sole discretion of the Company, the “at will” nature of your employment may only be changed in an express written agreement signed by you and the Company’s President.

7. Withholding Taxes. All forms of compensation referred to in this letter are subject to applicable withholding and payroll taxes.

8. Background Check; Authorization to Work. This offer is contingent upon successful completion of a reference and background check. As required by law, your employment with the

Company is contingent upon your providing legal proof of your identity and authorization to work in the United States.

We look forward to having you join us no later than March 19, 2018. If you have any questions regarding this offer, please contact me at mark.mader@smartsheet.com.

Sincerely,

Smartsheet, Inc.

/s/ Mark Mader

Mark Mader, President & CEO

I have read and accept this employment offer.

/s/ Paul Porrini

Paul Porrini

2/20/2018

Attachment: Exhibit A: Proprietary Information, Inventions Assignment and Noncompete Agreement

Exhibit 10.13

CHANGE IN CONTROL SEVERANCE AGREEMENT

This Change in Control Severance Agreement (the “ Agreement ”), is entered into by and between ________________ (the “ Executive ”) and Smartsheet Inc., a Washington (the “ Company ”), and is effective as of the date that this Agreement is signed (the “ Effective Date ”).

1. TERM OF AGREEMENT.

This Agreement shall terminate on the earlier of (i) the three (3) year anniversary of the Effective Date, (ii) the date Executive’s employment with the Company terminates for a reason other than a CIC Qualifying Termination, or (iii) the date the Company has met all of its obligations under this Agreement following a CIC Qualifying Termination (the “ Expiration Date ”). This Agreement shall expire on the Expiration Date unless renewed by the Board or extended pursuant to the immediately following sentence. Notwithstanding the foregoing, if a definitive agreement relating to a Change in Control has been signed by the Company on or before the Expiration Date, then this Agreement shall remain in effect through the earlier of (a) twelve (12) months following such Change in Control, (b) the date Executive’s employment with the Company terminates for a reason other than a CIC Qualifying Termination, or (c) the date the Company has met all of its obligations under this Agreement following a CIC Qualifying Termination.

For the avoidance of doubt, and notwithstanding anything to the contrary in Section 2 below, the Company’s non-renewal of this Agreement shall not constitute a CIC Qualifying Termination.

2. SEVERANCE BENEFIT.

Executive’s receipt of any payments or benefits under Section 2(a) is subject to Executive’s delivery to the Company of a general release (in a form prescribed by the Company) 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 (the “ Release Period ”) following Executive’s CIC Qualifying Termination, notwithstanding any other provision of this Agreement. In no event will any payment or benefits under Section 2(a) be paid or provided until the Release becomes effective and irrevocable.

(a) Qualifying Termination During a Change in Control Period. If Executive is subject to a CIC Qualifying Termination, Executive shall be entitled to the following:

(i) Severance Payments . The Company shall pay Executive (x) [CEO: twelve (12) months] [All other Executives: six (6) months] of Executive’s base salary at the rate in effect immediately prior to the CIC Qualifying Termination or the Change in Control, whichever is greater, and (y) Executive’s annual bonus for the then-current fiscal year based on 100% of target performance of any applicable performance objectives and prorated for actual days worked in the then-current fiscal year prior to the Executive’s CIC Qualifying Termination, each in a cash lump-sum on the later of (1) the fifth (5th) business day following expiration of the Release Period, and (2) the closing of the Change in Control.

(ii) Equity . 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 to 100% of the then-unvested shares subject to the Equity Awards. 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. The accelerated vesting described above shall be effective as of the later of (x) the fifth (5th) business day following expiration of the Release Period, and (y) the closing of the Change in Control; provided, that if (1) the Company terminates Executive’s employment for any reason other than Cause before a Change in

Control, or (2) Executive voluntarily resigns his or her employment for Good Reason before a Change in Control, then any unvested Equity Awards that would otherwise forfeit upon such termination shall remain outstanding and eligible to vest for three (3) months following such termination (provided that in no event will the Equity Awards remain outstanding beyond the expiration of the Equity Award’s maximum term) to permit the acceleration described above. For the avoidance of doubt, upon such termination before a Change in Control, any unvested Equity Awards will not vest in the ordinary course and will only be eligible to vest in the event that a Change in Control is completed within such three (3) month period. In the event that a Change in Control is not completed during such three (3) month period, any unvested portion of the Equity Awards will be automatically and permanently forfeited without having vested effective three (3) months following such termination.

(b) Non-Assumption of Equity Awards granted under the 2005 Plan, 2015 Plan & 2018 Plan. 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 in connection with a Change in Control (or the equivalent defined term in the Plans (as defined below)) (x) as provided in Section 21.1 of the Company’s 2018 Equity Incentive Plan (the “ 2018 Plan ”), (y) as provided in Section 11 of the Company’s 2015 Equity Incentive Plan (the “ 2015 Plan ”), or (z) as provided in Section 10 of the Company’s 2005 Stock Option/Restricted Stock Plan, (the “ 2005 Plan ” and together with the 2015 Plan and the 2018 Plan, the “ Plans ”), 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% of the then-unvested shares subject to the Equity Awards effective immediately prior to the Change in Control and terminate to the extent not exercised (as applicable) upon the Change in Control. 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) Accrued Compensation and Benefits. Notwithstanding anything to the contrary in Section 2(a) above, in connection with any termination of employment, the Company shall pay Executive’s earned but unpaid base salary and other vested but unpaid cash entitlements, including the amount of any bonus earned and payable from a prior year which remains unpaid by the Company as of the date of the termination of employment determined in accordance with customary practice and unreimbursed documented business expenses incurred (but excluding any vacation pay unless otherwise required by applicable law) by Executive through and including the date of termination (collectively “ Accrued Compensation and Expenses ”). 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 Executive is entitled shall be paid to Executive in cash as soon as administratively practicable, in accordance with the Company’s standard payroll schedule and procedures, 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 Executive in which the termination occurs or at such earlier time as may be required by applicable law. Any Accrued Benefits to which Executive is entitled shall be paid to Executive as provided in the relevant plans and arrangements.

3. COMPANY POLICIES. Executive will be bound by and comply fully with the Company’s standard Proprietary Information, Inventions Assignment and Noncompete Agreement (a form of which was been provided to Executive), insider trading policy, code of conduct, and any other policies and programs adopted by the Company regulating the behavior of its employees, as such policies and programs may be amended from time to time to the extent the same are not inconsistent with this Agreement.

4. DEFINITIONS.

(a) “ Board ” means the Company’s Board of Directors.

(b) “ Cause ” means the occurrence of any of the following events, as determined by the Company and/or the Board in its and/or their sole and absolute discretion:


(i)	Executive has committed any act of fraud, embezzlement or dishonesty;


(ii)	Executive’s unauthorized use or disclosure of confidential information or trade secrets of the Company (or any parent, subsidiary or affiliate);


(iii)	Executive’s conviction of or plea of nolo contendere to a felony or a crime involving moral turpitude;


(iv)	Any intentional misconduct by Executive adversely affecting the business or affairs of the Company (or any parent, subsidiary or affiliate) in any material manner;


(v)	Executive has breached any material term or condition of Executive’s Proprietary Information, Invention Assignment and Noncompete Agreement with the Company;


(vi)	Executive has committed any breach of fiduciary or statutory duty that results in (or would reasonably be expected to result in) material harm to the Company; or


(vii)	Executive has breached any material term or condition of this Agreement or any other material agreement with or material policy of the Company;

provided; however that the action or conduct described in clause (vii) above will constitute “Cause” only if such action or conduct continues after the Company has provided Executive with written notice thereof and ten (10) business days to cure the same if such action or conduct is curable. The determination as to the existence of grounds for Executive’s termination for Cause shall be made in good faith by the Company or the Board and shall be final and binding on Executive.

(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 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; (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) “ CIC Qualifying Termination ” means a Separation (i) within twelve (12) months following a Change in Control, or (ii) within three (3) months preceding a Change in Control, but as to part (ii) only if the Separation occurs following a Potential Change in Control, in each case, resulting from (x) the Company

terminating Executive’s employment for any reason other than Cause or (y) Executive voluntarily resigning his or her employment for Good Reason. “ Potential Change in Control ” means the date of execution of a definitive agreement for a corporate transaction which, if consummated, would constitute the applicable Change in Control. A termination or resignation due to Executive’s death or disability shall not constitute a CIC Qualifying Termination.

(f) “ Equity Awards ” means all awards for the Company common stock granted to Executive, including but not limited to options, stock bonus awards, restricted stock, restricted stock units, and 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 annual base salary, other than a one-time reduction that in the aggregate does not exceed 10% and is also applied to substantially all peer executives;


(ii)	a substantial and material reduction in Executive’s duties or responsibilities; or


(iii)	any requirement by the Company that Executive’s principal place of employment be relocated to a location more than fifty (50) miles from Executive’s principal place of employment prior to such change, except for any normal travel requirements.

A termination of employment for Good Reason shall be effectuated by giving the Company written notice (“ Notice of Termination for Good Reason ”), setting forth in reasonable detail, the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Notice on which Executive is relying. Notice of Termination for Good Reason must be provided within ninety (90) days of the condition first arising. The Company will have an opportunity to cure such conduct constituting Good Reason within thirty (30) days of receiving such Notice of Termination for Good Reason. If the Company does not cure such conduct within such thirty (30) day period, a termination of employment for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is received by the Company.

(i) “ Separation ” means a “separation from service,” as defined in the regulations under Section 409A of the Code, if required by 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 Executive, to assume this Agreement and to agree expressly to perform this Agreement in the same manner and to 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 Executive hereunder shall inure to the benefit of, and be enforceable by, 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 (x) provided in full pursuant to the terms of this Agreement or any other applicable agreement, or (y) 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 thirty (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 one hundred twenty (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.

7. MISCELLANEOUS PROVISIONS.

(a) Section 409A . To the extent (i) any payments to which Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code, and (ii) Executive is deemed at the time of such termination of employment to be a “specified” employee under Section 409A of the Code, then such payment or payments shall not be made or commence until the earlier of (x) the expiration of the six (6)-month period measured from the date of Executive’s “separation from service” (as such term is at the time defined in regulations under Section 409A of the Code) with the Company; or (y) the date of Executive’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive, including (without limitation) the additional twenty percent (20%) tax for which Executive 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 shall be paid to Executive or Executive’s beneficiary in one lump sum (without interest).

Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement (or otherwise referenced herein) is determined to be subject to (and not exempt from) 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 or in kind benefits to be provided in any other calendar year, 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.

To the extent that any provision of this Agreement is ambiguous as to its exemption or compliance with Section 409A, the provision will be read in such a manner so that all payments hereunder are exempt from Section 409A to the maximum permissible extent, and for any payments where such construction is not tenable, that those payments comply with Section 409A to the maximum permissible extent. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement (or referenced in this Agreement) are intended to constitute separate payments for purposes of Section 1.409A 2(b)(2) of the regulations under Section 409A.

(b) Other Severance and Acceleration Arrangements . Except as otherwise specified herein, this Agreement represents the entire agreement between Executive 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 Executive and the Company relating to the subject matter hereof as may be set forth under, but not limited to, any and all prior agreements governing any Equity Award, any change in control and severance agreements, employment agreement, offer letter, or programs and plans which were previously offered by the Company to Executive, and Executive hereby waives Executive’s rights to any and all such other severance arrangements, vesting acceleration arrangements, and post-termination stock option exercise period arrangements, 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 King County, WA, 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 an overnight courier, with shipping charges prepaid. In the case of 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 Executive and by an authorized officer of the Company (other than 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 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 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 Washington (other than their choice-of-law provisions).

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF , each of the parties has executed this Change in Control Severance Agreement, as of the day and year first above written.



EXECUTIVE		SMARTSHEET INC.


[Name]		By:
		Title:

[SIGNATURE PAGE TO THE CHANGE IN CONTROL SEVERANCE AGREEMENT]

Exhibit 10.14

BANK OF AMERICA BUILDING OFFICE LEASE

BETWEEN

BELLEVUE PLACE OFFICE BUILDING I LIMITED PARTNERSHIP,

a Washington limited partnership

(Landlord)

AND

SMARTSHEET.COM, INC.,

a Washington corporation

(Tenant)

SUITE 1550

CONTENTS



1.	BASIC LEASE DATA, TERMS AND EXHIBITS	1

2.	PREMISES	3
	2.1 Generally	3
	2.2 Reserved to Landlord	3
	2.3 Intentionally Omitted	3

3.	LEASE TERM	3
	3.1 Generally	3
	3.2 Termination	4
	3.3 Holding Over	4

4.	COMMENCEMENT AND EXPIRATION DATES; LEASE YEAR	4
	4.1 Commencement Date	4
	4.2 Expiration Date	4
	4.3 Confirmation of Commencement and Expiration	4
	4.4 Lease Year	4

5.	RENT	4

6.	ADDITIONAL RENT	5
	6.1 Generally	5
	6.2 Definitions	5
	6.3 Payment	8
	6.4 Nonpayment	8
	6.5 Future Development of Bellevue Place	9
	6.6 Disputes Relating to Additional Rent	9

7.	LATE CHARGES	9

8.	SECURITY DEPOSIT	10

9.	USES	10
	9.1 Permitted Uses	10
	9.2 Prohibited Uses	10
	9.3 Compliance with Laws, Rules and Regulations	11
	9.4 Hazardous Material	11

10.	SERVICES AND UTILITIES	12
	10.1 Standard Services	12
	10.2 Interruption of Services	12
	10.3 Additional Services	12

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11.	IMPROVEMENTS, ALTERATIONS AND ADDITIONS	13
	11.1 Leased Premises Standard Specifications	13
	11.2 Landlord’s Improvement Allowance	13
	11.3 Alterations by Tenant	13
	11.4 Disability Laws.	14

12.	MAINTENANCE OF THE PREMISES,	14
	12.1 Maintenance and Repair by Tenant	14
	12.2 Failure to Maintain	14
	12.3 Repair by Landlord	15
	12.4 Surrender of Leased Premises	15

13.	ACCEPTANCE OF THE LEASED PREMISES	15

14.	DEFAULT BY LANDLORD	15

15.	ACCESS	16
	15.1 Right of Entry	16
	15.2 Excavation	16

16.	DAMAGE OR DESTRUCTION	16
	16.1 Insured Loss	16
	16.2 Uninsured Loss	17
	16.3 No Obligation	17
	16.4 Partial Destruction of the Bank of America Building	17
	16.5 Business Interruption	17

17.	MUTUAL RELEASE AND WAIVER OF SUBROGATION	17

18.	INDEMNITY	18
	18.1 Generally	18
	18.2 Concurrent Negligence of Landlord and Tenant Relating to Construction, Repair and Maintenance Activities.	18
	18.3 Waiver of Workers’ Compensation Immunity.	19
	18.4 Provisions Specifically Negotiated.	19

19.	INSURANCE.	19
	19.1 Liability Insurance.	19
	19.2 Property Insurance.	20
	19.3 Failure to Maintain.	20
	19.4 Increase in Insurance Premium.	20

20.	ASSIGNMENT AND SUBLEASING.	20
	20.1 Assignment or Sublease.	20
	20.2 Assignee Obligations.	21
	20.3 Sublessee Obligations.	21
	20.4 Conditional Consents.	22
	20.5 Attorneys’ Fees and Costs.	22

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21.	ADVERTISING.	22

22.	LIENS.	22

23.	TENANT’S DEFAULT.	23
	23.1 Default.	23
	23.2 Remedies in Default.	23
	23.3 Legal Expenses.	24
	23.4 Bankruptcy.	24
	23.5 Remedies Cumulative - Waiver.	25

24.	SUBORDINATION AND ATTORNMENT; MORTGAGEE PROTECTION.	26
	24.1 Subordination - Notice to Mortgagee.	26
	24.2 Mortgagee Protection Clause.	26

25.	SURRENDER OF POSSESSION.	26

26.	REMOVAL OF PROPERTY.	26

27.	VOLUNTARY SURRENDER.	27

28.	EMINENT DOMAIN.	27
	28.1 Total Taking.	27
	28.2 Constructive Taking of Entire Premises.	27
	28.3 Partial Taking.	27
	28.4 Damages.	28

29.	NOTICES.	28

30.	LANDLORD’S LIABILITY.	28

31.	TENANT’S CERTIFICATES.	29

32.	RIGHT TO PERFORM.	29

33.	AUTHORITY.	29

34.	PARKING AND COMMON AREAS.	30
	34.1 Parking.	30
	34.2 Common Areas.	30

35.	TRANSPORTATION MANAGEMENT PROGRAM.	31

36.	QUIET ENJOYMENT.	31

37.	GENERAL.	31
	37.1 Captions.	31
	37.2 Bellevue Place Rent and Income.	31
	37.3 Successors or Assigns.	31

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	37.4 Tenant Defined.	32
	37.5 Lost Security or Access Key Card.	32
	37.6 Landlord’s Consent.	32
	37.7 Broker’s Commission.	32
	37.8 Partial Invalidity.	32
	37.9 Recording.	32
	37.10 Joint Obligation.	32
	37.11 Time.	32
	37.12 Prior Agreements.	33
	37.13 Inability to Perform.	33
	37.14 Transfer of Landlord’s Interest.	33
	37.15 No Light, Air or View Easement.	33
	37.16 Reciprocal Easement Agreements.	33
	37.17 Waiver.	34
	37.18 Name.	34
	37.19 Choice of Law - Venue.	34
	37.20 OFAC Certification.	34

- iv -

BANK OF AMERICA BUILDING OFFICE LEASE

THIS LEASE is made this 7 ^th day of December, 2010, by and between BELLEVUE PLACE OFFICE BUILDING I LIMITED PARTNERSHIP, a Washington limited partnership (“Landlord”), and SMARTSHEET.COM, INC., a Washington corporation (“Tenant”).

RECITALS

A. Landlord owns certain rights and interests in and to certain real property and improvements thereon in the City of Bellevue, King County, Washington, which real property is described in Exhibit “A,” attached hereto, and shown on the site plan attached hereto as Exhibit “B.” Said property and the improvements thereon are part of a first-class multi-use development commonly known and referred to herein as “Bellevue Place.” Bellevue Place currently consists of the Bank of America Building, Hotel Building, Corner Building, and Wintergarden Retail Center, as shown on Exhibit “B,” as well as a Parking Garage currently located beneath the foregoing.

B. Tenant desires to lease from Landlord a portion of the Bank of America Building and Landlord is willing to do so on certain terms and conditions, which are set forth herein.

NOW THEREFORE, for and in consideration of the promises, covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows:


1.	BASIC LEASE DATA, TERMS AND EXHIBITS.


1.1	Landlord : Bellevue Place Office Building I Limited Partnership, a Washington limited partnership.


1.2	Address of Landlord : P. O. Box 4186, Bellevue, Washington 98009.


1.3	Tenant : Smartsheet.com, Inc., a Washington corporation.


1.4	Principal Business Address of Tenant : 10500 NE 8 ^th Street, Suite 1550, Bellevue, WA 98004.


1.5	Tenant’s Permitted Trade Name : Smartsheet.com.


1.6	Leased Premises : That portion of the fifteenth (15 ^th ) floor of the Bank of America Building; as and where shown on Exhibit “C” attached hereto.


1.7	Rentable Area of the Leased Premises : Three Thousand One Hundred Twenty‑two (3,122) square feet.


1.8	Breakdown of Rentable Area at Bellevue Place :

(a) The total Rentable Area of the Bank of America Building and the Corner Building is Four Hundred Thirteen Thousand Six Hundred Sixty-four (413,664) square feet.

(b) The total Rentable Area of Bellevue Place is Four Hundred Ninety-two Thousand Nine Hundred Thirty-two (492,932) square feet.

- 1 -


1.9	Tenant’s Share : [based on 3,122 rentable square feet]

(a) Because Bellevue Place is a multi-use development containing a variety of different office, retail, and common area facilities within its various elements, Tenant’s Share appropriately comprises two components: (i) Operating, Repair and Maintenance Expenses specific to the Bank of America Building and the Corner Building, as set forth in Section 1.9(b); and (ii) Operating, Repair and Maintenance Expenses for Bellevue Place generally, as set forth in Section 1.9(c).

(b) Operating, Repair and Maintenance Expenses for the Bank of America Building and the Corner Building: Point seven five five percent (.755%) based on 413,664 rentable square feet pursuant to Section 1.8(a).

(c) Operating, Repair and Maintenance Expenses for Bellevue Place: Point six three three percent (.633%) based on 492,932 rentable square feet pursuant to Section 1.8(b).


1.10	Rent : [based on 3,122 rentable square feet]

From and including the Commencement Date to and including January 31, 2012, the Rent shall be Twelve and 00/100 Dollars ($12.00) per rentable square foot at the Leased Premises per annum or Three Thousand One Hundred Twenty-two and 00/100 Dollars ($3,122.00) per month; provided, however Landlord shall provide a credit in the amount of Six Thousand and 00/100 Dollars ($6,000.00) (the “Rent Credit”), which Rent Credit shall be applied towards the Rent due for the first month and a portion of the second month of the Lease Term.

From and including February 1, 2012 through and including the Expiration Date, the Rent shall be Thirteen and 00/100 Dollars ($13.00) per rentable square foot at the Leased Premises per annum or Three Thousand Three Hundred Eighty-two and 17/100 Dollars ($3,382.17) per month.


1.11	Lease Term : Twenty-seven (27) calendar months, plus that portion of a calendar month necessary, if at all, for the Expiration Date to occur on the last day of such calendar month.


1.12	Commencement Date : February 1, 2011.


1.13	Expiration Date : April 30, 2013.


1.14	Security Deposit : Upon execution of this Lease, Tenant shall pay Landlord Six Thousand Three Hundred Seventy-four and 08/100 Dollars ($6,374.08).


1.15	Deadline for Submission to Landlord of Tenant’s Final Working Drawings for Tenant’s Improvements . N/A.


1.16	Contingency : THIS LEASE IS CONTINGENT UPON ITS ACCEPTANCE AND APPROVAL BY LANDLORD’S LENDERS. If this Lease is acceptable to Landlord’s lenders, this contingency will be waived by Landlord.


1.17	Exhibits Incorporated by Reference :


Exhibit “A” -	Legal Description of Bellevue Place.

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Exhibit “B” -	Site Plan of Bellevue Place.


Exhibit “C” -	Floor Plan of the Leased Premises.


Exhibit “D” -	Tenant Information Manual (including Base Building Finish Condition).


Exhibit “E” -	Rules and Regulations.


Exhibit “F” -	Bellevue Place Transportation Management Agreement.


Exhibit “G” -	Form of Tenant Estoppel Certificate.


Exhibit “H” -	Form of Subordination Agreement to Reciprocal Easement Agreement.


2.	PREMISES.


2.1	Generally.

Landlord does hereby lease and demise to Tenant, and Tenant hereby accepts from Landlord, upon the terms and conditions herein set forth, the Leased Premises described in Section 1.6 above and depicted in Exhibit “C,” together with rights of ingress and egress over and across the Common Areas and Facilities of the Bank of America Building and Bellevue Place.


2.2	Reserved to Landlord.

Landlord reserves the right, from time to time, to change the size and dimensions of Bellevue Place; add additional buildings and improvements to Bellevue Place; relocate, alter, and change the number of buildings and other improvements in, on and under Bellevue Place; change any building dimensions and the number of floors in any of the buildings and parking areas in Bellevue Place; change the identity and type of stores and tenancies in Bellevue Place; change the name and address of the buildings and other improvements in Bellevue Place; and change the Common Areas and Facilities in Bellevue Place. Landlord further reserves the use of, and all rights in and to, the exterior walls and roof, and the right to install, maintain, use, repair and replace pipes, ducts, conduits and wires leading through the Leased Premises in locations which will not materially interfere with Tenant’s use thereof and serving other parts of Bellevue Place. Landlord shall reasonably attempt to locate such items under the floor, above the ceiling, or adjacent to an interior wall. Such use shall not exceed one percent (1%) of the Useable Area of the Leased Premises unless otherwise agreed. If Landlord’s use hereunder exceeds one percent (1%) of the Useable Area of the Leased Premises, Tenant shall be entitled, as its sole and exclusive remedy, to a reduction in the stated Rentable Area for the Leased Premises, as set forth in Section 1.7 above, and a proportional reduction in Rent and Additional Rent (as defined in Sections 5 and 6 below) due hereunder. The Leased Premises shall not include the space above the suspended ceiling. Landlord shall retain the right to use the area immediately below the floor surface and the space above the suspended ceiling in any manner which does not permanently and materially interfere with Tenant’s use of the Leased Premises.


2.3	Intentionally Omitted.


3.	LEASE TERM.


3.1	Generally.

The term of this Lease (the “Term” or “Lease Term”) shall be the period of time set forth in Section 1.11 above and shall commence on the Commencement Date as provided in Section 4.1 below and shall end at 11:59 p.m. on the Expiration Date, as provided in Section 4.2 below.

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3.2	Termination.

The Lease shall terminate on the Expiration Date, unless sooner terminated hereunder or by operation of law, without the necessity for any notice from either Landlord or Tenant. If Tenant fails to surrender the Leased Premises at the end of the Lease Term; Tenant shall be liable for, and shall indemnify Landlord against, all claims and demands made by any succeeding tenants against Landlord founded upon delay by Landlord in delivering possession of the Leased Premises to such succeeding tenant.


3.3	Holding Over.

Any holding over by Tenant after the expiration of the Lease Term shall be construed to be a tenancy from month-to-month. During such tenancy, Tenant shall pay to Landlord a monthly rental of twice the Rent payable during the last month of the Lease Term in addition to the Additional Rent and Other Charges set forth herein. Except as set forth herein, such month-to-month tenancy also shall be subject to all of the terms, covenants, and conditions of this Lease.


4.	COMMENCEMENT AND EXPIRATION DATES; LEASE YEAR.


4.1	Commencement Date.

The Commencement Date shall be the date set forth in Section 1.12 above.


4.2	Expiration Date.

This Lease shall expire at 11:59 p.m. on the date set forth in Section 1.13 above.


4.3	Confirmation of Commencement and Expiration.

Within five (5) business days after Tenant’s occupancy of the Leased Premises, or upon Landlord’s request, Landlord and Tenant shall confirm the specific Commencement and Expiration Dates in writing, as well as the “as built” Rentable Area of the Leased Premises, as defined in Section 6.2(f), and the Rent payable hereunder, which shall be appended to and incorporated into this Lease.


4.4	Lease Year.

A “Lease Year” shall mean a calendar year commencing on January 1 and ending the following December 31. If the Commencement Date is a date other than January 1, the initial Lease Year shall be from and including the Commencement Date to and including December 31 of that calendar year. If the Expiration Date is a date other than December 31, the final Lease Year shall be from and including January 1 of the calendar year of the Final Lease Year to and including the Expiration Date.


5.	RENT.

Tenant shall pay to Landlord, without notice or demand and without setoff or deduction whatsoever, the sums stated in Section 1.10 above (the “Rent”), which shall be paid to Landlord in advance in lawful money of the United States, on or before the first day of each calendar month at Landlord’s Address as set forth in Section 1.2 above, or to such other party or at such other place as Landlord may hereafter from time to time designate in writing. Rent and Additional Rent (as defined in Section 6.1 below) for any partial month at the beginning or end of the Lease Term shall be prorated, based upon a thirty (30) day month. All amounts payable hereunder, other than Rent and Additional Rent, may be sometimes referred to as “Other Charges.” Landlord may (but shall not be required to) make

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available to Tenant Procedures for the payment to Landlord by electronic funds transfer of any or all amounts required by the terms of this Lease to be paid by Tenant.


6.	ADDITIONAL RENT.


6.1	Generally.

In addition to the Rent provided for in Section 5 above, Tenant shall pay to Landlord, without notice (other than notice advising Tenant of its share of the Additional Rent) or demand and without setoff or deduction, Tenant’s Share (as defined in Section 6.2(a) below) of the Operating Expenses (as defined in Section 6.2(b) below), which expenses include, but are not limited to, (i) Operating, Repair, and Maintenance Expenses for the Bank of America Building and the Corner Building; and (ii) Operating, Repair, and Maintenance Expenses for Bellevue Place during the Lease Term (the “Additional Rent”).


6.2	Definitions.

The following terms shall have the meanings hereinafter specified, unless the context otherwise specifies or clearly requires:

(a) Tenant’s Share . Tenant’s Share shall be equal to the percentages set forth in Section 1.9 above.

(b) Operating Expenses Generally . The Operating Expenses shall include (i) all Operating, Repair and Maintenance Expenses (defined in Section 6.2(c) below), and (ii) all Taxes (defined in Section 6.2(d) below).

(c) Operating, Repair and Maintenance Expenses . Operating, Repair and Maintenance Expenses shall include the actual costs and expenses that are paid or payable by Landlord in connection with the operation, repair and maintenance of Bellevue Place and its constituent parts, which include without limitation, the Bank of America Building, the Corner Building and the Wintergarden Retail Center, less all contributions for such costs received from the owner of the Hotel Tract as defined in and pursuant to the terms of that certain Construction, Operation and Reciprocal Easement Agreement recorded under King County Recorder’s File No. 8709160449, as amended from time to time (the “REA”), and shall include, but not be limited to, those costs and expenses that are paid or payable to the Transportation Management Association. Without limiting the generality of the foregoing and by way of illustration, Operating, Repair and Maintenance Expenses shall include costs and expenses of all utility, heating, air conditioning and ventilation costs and expenses; license, permit and inspection fees; planting and landscaping costs and expenses; janitorial services; direct physical damage insurance (including but not limited to loss of income insurance), liability and excess liability insurance, and other appropriate insurance policies, as determined solely by Landlord or Landlord’s lender, including but not limited to garage keeper’s legal liability, boiler and machinery and auto insurance; taxes and assessments on equipment; the cost and expense of repairs including, but not limited to, those of a capital nature necessary or appropriate to fulfill Landlord’s obligations to its tenants; the cost and expense of removing trash and other refuse; the cost and expense of supplies, tools and equipment; the cost and expense of cleaning, maintaining, repairing and replacing machinery and equipment, including but not limited to automatic door openers, lights and lighting fixtures, heating, air conditioning and ventilation equipment, fire and sprinkler systems and security systems; depreciation allowance on machinery and equipment (depreciation to be over the useful life of any such machinery and equipment in accordance with the guidelines and regulations established by the Internal Revenue Service, if any); the cost and expense of personnel to implement such services, including but not limited to security and traffic control; legal and

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accounting costs and expenses; customary management fees; the cost of any capital improvements necessary or appropriate to fulfill Landlord’s repair or maintenance obligations, required by any applicable governmental law or regulation not in effect at the time Tenant is required to take occupancy of the Leased Premises or made for the purpose of reducing operating, repair or maintenance costs (the cost of any such capital improvements shall be amortized over the useful life of such item (in accordance with the guidelines and regulations established by the Internal Revenue Service, if any, from time to time) as Landlord shall determine with a return on capital at the current market rate per annum on the unamortized balance or at such higher rate as may have been paid by Landlord on funds borrowed for the purpose of purchasing or constructing such improvements).

(d) Taxes . Taxes shall include all real estate taxes, personal property taxes and all other taxes, surcharges and assessments that are or may be levied upon, assessed against or attributable to Bellevue Place and all improvements, fixtures, equipment and other property of Landlord, real and personal, located on, in or under Bellevue Place and used in connection with the operation thereof, including the Bank of America Building, the Corner Building and land underlying the Bank of America Building and the Corner Building and including, although not limited to, the land, improvements, equipment, fixtures and other property used in connection with the operation of and comprising the Parking Garage and Wintergarden Retail Center and any rental, excise, sales, transaction or other privilege tax or levy, however denominated (excepting federal, state and local net income taxes) paid or payable during the Lease Term and taxes on all tenant improvements in the Wintergarden Retail Center owned by Landlord but excluding the Hotel Building and the land underlying the Hotel Building. Taxes also shall include any amounts paid or payable to any third party or incurred by Landlord for the purpose of obtaining a reduction in the Taxes as above defined.

(e) Rentable Area of the Leased Premises . For purposes of this Lease, the Rentable Area of the Leased Premises shall mean the Useable Area of the Leased Premises, as that term is defined and computed according to the Standard Method for Measuring Floor Area in Office Buildings, ANSI/BOMA Z65.1-1996 , otherwise known as the “BOMA Standard,” multiplied by a load factor of one point two zero five (1.205). The “as built” Rentable Area of the Leased Premises shall be the true Rentable Area of the Leased Premises at the time Landlord tenders possession of the Leased Premises to Tenant.

(f) Rentable Area of Bellevue Place . For purposes of this Section 6, the Rentable Area of Bellevue Place shall include the total of all areas and spaces in (i) the Bank of America Building, (ii) the Corner Building, and (iii) all areas and spaces in and opening into the Wintergarden Retail Center (whether or not such areas or spaces in the Bank of America Building, the Corner Building, and the Wintergarden Retail Center are actually leased by Landlord) that are available for the exclusive use and occupancy of tenants of Landlord and their employees, licensees, invitees and guests and shall include, but not be limited to, all rest rooms, mezzanines, warehousing and storage areas, clerical and office areas, and employee areas within the leased premises of any tenant of Landlord in the Wintergarden Retail Center, Bank of America Building and Corner Building, but shall exclude all areas and spaces in the Hotel Building (other than those areas and spaces in or opening into the Wintergarden Retail Center and available for the exclusive use and occupancy of tenants of Landlord and their employees, licensees, invitees and guests) and the Common Areas and Facilities of Bellevue Place. If at any time, Landlord believes the Rentable Area of Bellevue Place is materially different than the Rentable Area of Bellevue Place set forth in Section 1.8 above because of an error in calculation or additions, modifications or alterations to Bellevue Place and Landlord desires to amend this Lease to reflect the actual or changed Rentable Area of Bellevue Place, Landlord shall so notify Tenant in writing. If Tenant does not object in writing to Landlord’s notice within ten (10) days following receipt of Landlord’s notice, this Lease shall be deemed to be amended to incorporate the Rentable Area of Bellevue Place as set forth in Landlord’s

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notice to Tenant. If Tenant does object in writing to Landlord’s notice within said ten (10) days, and Landlord and Tenant are unable to agree upon the Rentable Area of Bellevue Place within ten (10) days following receipt of Tenant’s notice of objection, the matter shall be submitted for determination to the Project Architect for Bellevue Place. The decision of the Project Architect shall be final and binding on both Landlord and Tenant and this Lease shall be deemed to be amended to reflect the Rentable Area of Bellevue Place as and when decided by the Project Architect. The cost and expense of the Project Architect’s consideration of the matter, if any, shall be shared equally among Landlord and all tenants objecting to Landlord’s notice.

(g) Notwithstanding anything in this Section 6.2 to the contrary, the following costs shall not be included in the operating costs and maintenance expenses charged to Tenant pursuant to this Section 6.2 of the Lease:

Leasing commissions, advertising expenses, fees and costs incurred in procuring new tenants for portions of Bellevue Place.

Except as permitted in Section 6.2(c) of the Lease, interest or amortization payments on mortgages.

Rental on ground leases or other underlying leases.

Any costs or expenses associated with or incurred in connection with required environmental testing, removal, enclosure, encapsulation or other handling of asbestos or other hazardous or toxic materials or substances.

Costs of any item for which Landlord is or is entitled to be paid or reimbursed by insurance.

Charges for electricity, water, or other utilities and applicable taxes for which Landlord is entitled to reimbursement from any other tenant.

Cost of correcting major defects in the design, construction or equipment of, or substantial latent defects in, the Bank of America Building or Bellevue Place (a defect, for the purposes of this subsection (h), is defined as a substantial condition that occurred because of negligence in the initial construction of Bellevue Place).

Any costs incurred in constructing any future material expansion of the Bank of America Building (as opposed to the costs of operating and maintaining the expanded Bank of America Building, which may be included in the operating costs and maintenance expenses charged to Tenant pursuant to this Section 6.2 of the Lease).

Costs of a capital nature, except for costs (a) reasonably necessary or appropriate to fulfill Landlord’s repair or maintenance obligations; (b) incurred as a result of any applicable governmental law or regulation enacted and enforced after the date of the Lease; and/or (c) made for the purpose of reducing operating, repair or maintenance costs.

Interest and penalties incurred as a result of Landlord’s delinquent payment of any obligation of Landlord.

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Notwithstanding any reference in Section 6.2 to the contrary, the cost of any capital item shall not be expensed in a single year but shall be depreciated over the useful life of such item in a manner consistent with other Bellevue Class “A” office buildings.

Notwithstanding anything in this Lease to the contrary, there shall be no duplication of any particular cost, charge or expense in any operating costs and maintenance expenses set forth in this Section 6.2 of the Lease, provided Landlord reserves the right to include a customary administrative fee and a customary management fee within operating costs and maintenance expenses.


6.3	Payment.

Landlord shall provide to Tenant, at or before the Commencement Date, an estimate of the annual Operating Expenses for the Lease Year in which the Commencement Date occurs. Within ninety (90) days after the expiration of each succeeding Lease Year of the Lease Term, or as soon thereafter as such information becomes available, Landlord shall give Tenant a written estimate of Tenant’s Share of the Operating Expenses for the then current Lease Year (“Tenant’s Estimated Share”). Tenant shall pay Tenant’s Estimated Share, in advance, in equal monthly installments on or before the first (1st) day of each calendar month of such Lease Year at Landlord’s Address as set forth in Section 1.2 above, or to such other party or at such other place as Landlord may hereafter from time to time designate in writing. During the period of time following the expiration of a Lease Year and Tenant’s receipt of Landlord’s estimate of Tenant’s Estimated Share, Tenant shall continue to pay Landlord Tenant’s Estimated Share from the prior Lease Year. Within ninety (90) days after the expiration of each Lease Year of the Lease Term (or as soon thereafter as such information becomes available), Landlord shall furnish to Tenant a written statement summarizing the actual amount of Tenant’s Share of the Operating Expenses for the prior Lease Year (hereinafter sometimes referred to as the “Annual Reconciliation Statement”). If Tenant’s Share of the Operating Expenses exceeds the amount paid by Tenant, Tenant shall pay the deficiency to Landlord promptly upon receipt of a written notice of the amount thereof. If such statement shows Tenant’s Share of the Operating Expenses to be less than the amount paid by Tenant, the amount of overpayment by Tenant shall be credited by Landlord to the next payment or payments of Additional Rent due hereunder, if Tenant has otherwise complied with all of the terms and provisions of this Lease. If the Lease Term has expired and Tenant has vacated the Leased Premises and no amounts are or may become payable by Tenant, then any overpayment shall be returned to Tenant, or at Landlord’s option, to the last assignee of Tenant’s interest in the Leased Premises. If this Lease commences at a time other than the beginning of a calendar year, Tenant shall pay the Additional Rent for the remaining portion of the Lease Year based upon the number of days from the Commencement Date. If this Lease expires at a time other than the last day of a calendar year, Tenant shall be obligated to pay immediately any deficiencies which shall be computed at the expiration of that Lease Year. If at any time during a Lease Year it appears to Landlord that any of the Operating Expenses payable for that Lease Year will vary from Landlord’s estimate by more than five percent (5%) on an individual or aggregate basis, Landlord may, at its election, adjust Tenant’s Estimated Share for the balance of that Lease Year to compensate for such increase. Any increased payments required to be made pursuant to this Section shall be made within thirty (30) days after Landlord has notified Tenant thereof. Tenant’s obligations under this Section shall survive the expiration or termination of this Lease.


6.4	Nonpayment.

In the event of nonpayment of any item of Additional Rent or any Other Charge due hereunder, Landlord shall have the same rights and remedies as for failure to pay Rent.

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6.5	Future Development of Bellevue Place.

Tenant is aware that Landlord, by itself or in combination with other persons, intends to further expand and develop Bellevue Place in one or more additional phases and Tenant has reviewed plans and other documents describing the intended expansion and development of Bellevue Place or has been provided with opportunities to review such plans and documents. In the event one or more such phases of the Bellevue Place project are completed during the Lease Term, any additional operating, repair or maintenance expenses and real estate and other taxes attributable to such other phases may be included in the Operating Expenses at Landlord’s discretion; provided that the denominator used to calculate Tenant’s proportionate share of such expenses is reasonably adjusted with respect to such phases.


6.6	Disputes Relating to Additional Rent.

If Tenant desires to contest any calculation by Landlord of Tenant’s Share or the amount of any Bellevue Place Operating Expense payable by Tenant, Tenant must give Landlord a written notice (an “Objection Notice”) stating that Tenant disputes the calculation or amount. The Objection Notice must be received by Landlord within ninety (90) days after Tenant receives Landlord’s Annual Reconciliation Statement regarding Bellevue Place Operating Expenses, and set forth with particularity the reason why Tenant disputes Landlord’s calculation or the amount. If Tenant fails to give Landlord such an Objection Notice within such time, Tenant shall be deemed to have waived and released any and all rights it may have to contest the calculation and amount. Promptly after receiving any such Objection Notice from Tenant, Landlord shall meet with Tenant and both Tenant and Landlord shall attempt in good faith to reconcile the matters described in the Objection Notice; provided, however, if Tenant refuses to meet with Landlord within thirty (30) days after the date Landlord received the Objection Notice from Tenant, Tenant shall be deemed to have waived and released any and all rights it may have to contest Landlord’s calculation and the inclusion and amount of any Bellevue Place Operating Expense. If Landlord and Tenant are unable to resolve the dispute within a reasonable time, Landlord shall cause its accounting firm to undertake an investigation and analysis of the matter and prepare a written report, a copy of which shall be provided to Tenant. The cost of the investigation, analysis and report shall be paid for by Tenant unless the investigation and analysis discloses a material error favoring Landlord, in which event Landlord shall bear the cost of the investigation, analysis and report. If the report discloses that the amount or calculation used by Landlord was incorrect, Landlord shall provide a credit to Tenant against future obligations under this Section 6 equal to the amount of any overpayment paid by Tenant during the Lease Year to which Tenant’s Objection Notice relates. Notwithstanding the pendency of any dispute hereunder, Tenant shall continue to pay all amounts owed hereunder based upon Landlord’s determination and calculation or until such calculation or amount has been established hereunder to be incorrect.


7.	LATE CHARGES.

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installment. Landlord and Tenant agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to Landlord for its loss and expense suffered by such nonpayment by Tenant. Acceptance of this late charge shall not constitute a waiver of Tenant’s default with respect to such nonpayment by Tenant nor prevent Landlord from exercising all other rights and remedies available to Landlord under this Lease. Landlord shall apply payments made by Tenant first to accrued charges, interest and rent in the following order: (a) Late Charges; (b) interest; (c) Rent; Other Charges and Additional Rent; and (d) any balance remaining to current Rent, Other Charges, and Additional Rent. Notwithstanding anything in this Section 7 to the contrary, provided Tenant pays all sums due hereunder by electronic funds transfer, Landlord shall waive the first (1 ^st ) late charge that may be incurred by Tenant during any twelve (12) month period during the Lease Term, provided the unpaid amount is in fact paid in full by Tenant on or before the fifteenth (15 ^th ) day of the month in which any such payment is due.


8.	SECURITY DEPOSIT.

As additional consideration for this Lease, Tenant has delivered to Landlord as a security deposit the sum shown in Section 1.14 above. Such sum shall be held by Landlord as security for the faithful performance by Tenant of all the terms, covenants and conditions of this Lease to be kept and performed by Tenant during the entire Lease Term. If Tenant is in breach under any provision of this Lease, Landlord may (but shall not be required to) use, apply or retain all or any part of this security deposit for the payment of any rent or any unpaid obligation or sum in default, or for the payment of any amount which Landlord may spend or become obligated to spend by reason of Tenant’s breach, or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant’s breach. In the event Landlord elects to so use, apply or retain all or any part of the security deposit, Tenant shall deposit with Landlord, within ten (10) days of demand therefor, cash sufficient to restore the security deposit to the amount set forth in Section 1.14. Landlord shall not be required to keep the security deposit separate from its general funds and Tenant shall not be entitled to interest on such deposit. If Tenant shall fully and faithfully perform every provision of this Lease, the security deposit or any balance thereof after deductions hereunder by Landlord shall be returned to Tenant (or at Landlord’s option, to the last assignee, if any, of Tenant’s interest hereunder) within thirty (30) days following expiration of the Lease Term or Tenant’s return of the Leased Premises to Landlord in the condition required hereunder, whichever shall last occur. No trust relationship is created hereby between Landlord and Tenant with respect to the security deposit.


9.	USES.


9.1	Permitted Uses.

Tenant shall use and occupy the Premises only for general office purposes consistent with a first class office building (the “Permitted Use”) under the trade name set forth in Section 1.5 above, and for no other business or purpose or under any other trade name without the prior written consent of Landlord, which consent may be withheld if Landlord, in its sole discretion, determines that any proposed use or trade name is inconsistent with or detrimental to the maintenance and operation of the Building as a first-class office building. Landlord makes no representation or warranty as to the availability of Tenant’s Permitted Trade Name or that it will not infringe on any other person’s trademark, service mark or other rights or privileges.


9.2	Prohibited Uses.

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tenants or occupants of the Bank of America Building or Bellevue Place or injure or annoy them, their customers or clients, nor shall Tenant use or allow the Leased Premises to be used for any purpose which is objectionable or offensive in Landlord’s reasonable judgment or which is unlawful, nor shall Tenant do or permit or suffer anything to be done in or about the Leased Premises, the Bank of America Building or Bellevue Place which would cause Landlord to be in violation of any of its agreements with others. If Tenant permits or engages in any activity which, in Landlord’s reasonable judgment, is objectionable, offensive or otherwise constitutes a nuisance to Landlord, the other tenants of the Bank of America Building or Bellevue Place, or their employees, customers, guests or invitees, Tenant shall immediately discontinue such activity or take action to cause the activity to be discontinued with all due diligence if it cannot be immediately discontinued. Tenant’s failure to comply with this Section shall constitute a material default of this Lease and entitle Landlord to pursue its remedies for such a breach or, in the alternative, undertake such work as may be appropriate to prevent such activity and recover, as additional rent, the cost thereof plus interest thereon at two percent (2%) over the prime rate of interest charged or published by Bank of America on the first day of each month, commencing on the date due through the date of payment.


9.3	Compliance with Laws, Rules and Regulations.

Tenant shall, at its sole cost and expense, promptly comply with all local, state and federal laws, statutes, ordinances and governmental rules, regulations or requirements now in force or which may hereafter be in force relating to Tenant’s use and occupancy of the Leased Premises and Tenant’s business conducted therein.


9.4	Hazardous Material.

Tenant shall not cause or permit any Hazardous Material to be brought upon, kept or used in or about the Leased Premises by Tenant, its agents, employees, contractors or invitees. If Tenant breaches the obligations stated in the preceding sentence, or if the presence of Hazardous Material on the Leased Premises caused or permitted by Tenant results in contamination of the Leased Premises or any part of Bellevue Place or any other property, or if contamination of the Leased Premises or any part of Bellevue Place or any other property by Hazardous Material otherwise occurs for which Tenant may be legally liable for damage resulting therefrom, then Tenant shall indemnify, defend and hold Landlord harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses (including, without limitation, diminution in value of the property, damages for the loss or restriction on use of rentable or useable space or of any amenity of Bellevue Place or the Leased Premises or elsewhere, damages arising from any adverse impact on marketing of space at Bellevue Place or elsewhere, and sums paid in settlement of claims, attorneys’ fees, consultant fees and expert fees) which arise during or after the Lease Term as a result of such contamination. This indemnification of Landlord by Tenant includes, without limitation, costs incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Hazardous Material present in the soil or ground water on or under Bellevue Place. Without limiting the foregoing, if the presence of any Hazardous Material brought upon, kept or used in or about the Leased Premises or Bellevue Place by Tenant, its agents, employees, contractors or invitees, results in any contamination of the Leased Premises or any part of Bellevue Place or any other property, Tenant shall promptly take all actions, at its sole expense, as are necessary to return the Leased Premises, Bellevue Place or any other property to the condition existing prior to the introduction of any such Hazardous Material; provided that Landlord’s approval of such actions shall first be obtained, which approval shall not be unreasonably withheld so long as such actions would not potentially have any material adverse long-term or short-term effect on the Leased Premises, Bellevue Place or other property. As used herein, the term “Hazardous Material” means any hazardous, dangerous,

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toxic or harmful substance, material or waste which is or becomes regulated by any local governmental authority, the State of Washington or the United States Government.


10.	SERVICES AND UTILITIES.


10.1	Standard Services.

As long as Tenant is not in default under any of the provisions of this Lease, Landlord shall cause the Leased Premises (in accordance with Section 12.3) and the public and common areas of the Building, including the lobbies, elevators, stairs, corridors and rest rooms, to be maintained in reasonably good order and condition consistent with the operation and maintenance of the Bank of America Building as a first-class office and retail building in downtown Bellevue, except for damage occasioned by any act or omission of Tenant or Tenant’s officers, contractors, agents, invitees, licensees or employees, the repair of which shall be paid for by Tenant. From 7:00 a.m. to 6:00 p.m. on weekdays, excluding legal holidays, and from 8:00 a.m. to noon on Saturdays (“Regular Business Hours”), Landlord shall furnish the Leased Premises with electricity for lighting and operation of low power usage office machines, water, heat, air conditioning and elevator service (the “Standard Services”). During all other hours, Landlord shall furnish the Standard Services, including elevator service as reasonably required to provide access to the Leased Premises, except for heat and air conditioning and lighting. If requested by Tenant, Landlord shall furnish heat and air conditioning and lighting at times other than Regular Business Hours and the cost of such services, as established by Landlord, shall be paid by Tenant in the same manner as provided in Section 5 above. Landlord also shall provide lamp replacement service for Building Standard fluorescent light fixtures, toilet room supplies, window washing at reasonable intervals and customary building janitorial service as part of the Standard Services, although no janitorial service shall be provided for Saturdays, Sundays or legal holidays. The cost and expense of any janitorial or other services provided or caused to be provided by Landlord to Tenant in addition to the services ordinarily provided Bank of America Building tenants shall be paid by Tenant in the same manner as provided for payment in Section 5 above.


10.2	Interruption of Services.

Landlord shall not be liable for any loss, injury or damage to person or property caused by or resulting from any variation, interruption or failure of the Standard Services due to any cause whatsoever. No temporary interruption or failure of the Standard Services incident to the making of repairs, alterations, or improvements, or due to accident, strike or conditions or events beyond Landlord’s reasonable control shall be deemed an eviction of Tenant or relieve Tenant from any of Tenant’s obligations hereunder.


10.3	Additional Services.

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manner as provided in Section 5 above. In the event of nonpayment of amounts due for any of the above-described additional services, Landlord shall have the same rights and remedies as it has with respect to the nonpayment of rent hereunder. Landlord shall be entitled to install and operate, at Tenant’s sole cost and expense, a monitoring or metering system in the Leased Premises to measure the added demands on electricity, heating, ventilation, and air conditioning systems resulting from such equipment and lights and from Tenant’s after-hours heating, ventilation and air conditioning service requirements. Tenant shall comply with Landlord’s instructions for the use of drapes, blinds and thermostats in the Bank of America Building.


11.	IMPROVEMENTS, ALTERATIONS AND ADDITIONS.


11.1	Leased Premises Standard Specifications.

Landlord shall deliver the Leased Premises in a clean AS-IS to the Base Building Finish Condition described in Exhibit “D”. All improvements to the Leased Premises over and above Tenant’s Improvements shall be the sole responsibility of Tenant and shall be performed in accordance with the requirements set forth in Exhibit “D.” All costs and expenses incurred in connection with the design and construction of such additional improvements (including but not limited to the cost of all working drawings, space plans, and engineering, architectural, design and consulting fees) shall be paid by Tenant. Immediately following the execution of this Lease, Tenant shall-meet with Landlord’s Tenant Coordinator to agree upon an appropriate schedule, with specific deadlines, for Tenant’s Improvements.


11.2	Landlord’s Improvement Allowance.

Landlord agrees to contribute a total amount of Three Thousand and 00/100 Dollars ($3,000.00), to be used for wiring in the Leased Premises and Tenant’s moving expenses. Such amount shall be paid upon the Commencement Date.


11.3	Alterations by Tenant

After completion of Tenant’s Improvements, Tenant shall not make any subsequent alterations, additions or improvements in, on, or to the Leased Premises without the prior written consent of Landlord, which consent may be subject to such conditions as Landlord may deem appropriate. Tenant shall submit complete sets of final plans and specifications for all such alterations, additions or improvements to Landlord for approval. Any such alterations, additions or improvements consented to by Landlord shall be made at Tenant’s sole cost and expense. Prior to the commencement of any such work, Tenant shall notify Landlord of the contractors that will be retained by Tenant to perform the work. Landlord shall have the right to approve or disapprove in advance any or all contractors to be retained by Tenant for such work. Landlord shall promptly be provided with complete “as built” drawings and specifications for all alterations, additions and improvements made by Tenant. Tenant shall secure all governmental permits, approvals or authorizations required for such work. All alterations, additions and improvements (including but not limited to all light fixtures and floor coverings but excluding any inventory, furniture and similar personal property which does not become a part of the Leased Premises) shall immediately become the property of Landlord, without any obligation on the part of Landlord to pay therefor, upon installation in the Leased Premises. Upon the expiration or sooner termination of the Lease Term, Tenant shall forthwith remove (at Tenant’s sole cost and expense) all alterations, additions or improvements made by Tenant (except original leasehold improvements constructed as part of Tenant’s Improvements) designated by Landlord to be removed and Tenant shall repair (at its sole cost and expense) any damage to the Leased Premises caused by such removal. Notwithstanding anything herein or elsewhere in this Lease to the contrary, Tenant shall remove all voice and data cabling and other telecommunications equipment

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installed by Tenant, and shall restore the Leased Premises to the condition they were in prior to the installation of such items. Tenant’s obligations hereunder shall survive the expiration or termination of this Lease.


11.4	Disability Laws.

Notwithstanding anything in this Lease to the contrary, if Tenant constructs, makes or installs or causes to be constructed, made or installed any improvement or alteration in or to the Leased Premises, Tenant shall be solely responsible for ensuring that such improvements and/or alterations do not violate any provision in any local, state or federal law or regulation relating to accessibility for handicapped persons or the removal of architectural or communication barriers to accessibility (“Disability Law”), including but not limited to RCW Chapter 70.92 and The Americans with Disabilities Act. Any approval by Landlord of Tenant’s plans or specifications for any such improvements or alterations shall not be a representation or warranty, express or implied, by Landlord that such plans will comply with any Disability Law. If any claim is asserted against Landlord under any Disability Law which claim relates directly or indirectly to any alterations or improvements installed, made or constructed, directly or indirect, by or for ‘Tenant in or to the Leased Premises or any trade fixture or personal property item used by Tenant in the Leased Premises, Tenant shall defend, indemnify and hold Landlord harmless from and against the claim and any and all charges, liabilities, obligations, penalties, damages, judgments, costs and expenses (including attorneys’ fees) arising or incurred against or suffered, directly or indirectly, by Landlord relating thereto. If it should be determined that any improvement or alteration constructed, made or installed in or to the Leased Premises, directly or indirectly, by or for Tenant or any trade fixture or personal property item used by Tenant in the Leased Premises is an illegal architectural or communication barrier under any Disability Law, Tenant shall immediately, at its sole cost and expense, remove the barrier or, to the extent allowed by the Disability Law, provide alternatives to the barrier so as to make the Leased Premises accessible to handicapped persons. No alteration or improvement in the Leased Premises will be approved by Landlord if it will require that barriers outside the Leased Premises be removed under any Disability Law. Tenant shall not have any basis for objecting to Landlord’s judgment regarding the probable application of any Disability Law provided Landlord does not act arbitrarily.


12.	MAINTENANCE OF THE PREMISES,


12.1	Maintenance and Repair by Tenant.

Tenant shall at all times throughout the Lease Term, at its sole cost and expense, keep the Leased Premises (including all exterior doors and entrances, windows and moldings and trim on all doors and windows) and all partitions, door surfaces, fixtures, equipment and appurtenances thereof in good order, condition and repair consistent with a first-class office building, damage by unavoidable casualty excepted (but not excluding any damage caused by burglary, attempted burglary or vandalism of the Leased Premises).


12.2	Failure to Maintain.

If, after five (5) days’ prior written notice (except in emergencies) from Landlord, Tenant fails to keep, preserve and maintain the Leased Premises as set forth in Section 12.1 above, Landlord may, at its option, put or cause the same to be put in the condition and state of repair agreed upon, and in such case, upon receipt of written statements from Landlord, Tenant shall promptly pay the entire cost thereof as additional rent. Landlord shall have the right to enter the Leased Premises for the purpose of undertaking such work upon the failure of Tenant to do so.

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12.3	Repair by Landlord.

Landlord shall keep the roof, exterior walls, exterior building windows, public corridors, equipment used in common with other tenants (such as elevators, plumbing, heating, air-conditioning and similar equipment) and building structure of the Leased Premises in a good state of repair, and shall accomplish such repairs as may be needed promptly after receipt of written notice from Tenant. If repairs are required by reason of Tenant’s acts or negligent failure to act, Tenant shall promptly pay Landlord, as additional rent, for the cost thereof. Except as otherwise specifically provided in Sections 16 or 28, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business arising from the making of any repairs, alterations or improvements in or to any portion of the Leased Premises or building of which the Leased Premises are a part, or in or to fixtures, appurtenances and equipment therein. In no event shall Landlord be liable to Tenant for any damage to the Leased Premises or for any loss, damage or injury to any property therein or thereon resulting from acts by other third parties or occasioned by fire; explosion; falling plaster; the breaking, bursting, stoppage or leaking of water, gas, sewer, electrical cables, wires or steam pipes; or from water, rain, or other substances leaking or coming from the roof, street, subsurface or from any other place or from dampness or from any similar risks or causes. Landlord shall not be liable for any loss or damage to any person or property sustained by Tenant or any other persons, which may be caused by theft, or by any act or neglect of any tenant or occupant of Bellevue Place, or of any other third parties.


12.4	Surrender of Leased Premises.

At the expiration or sooner termination of this Lease, Tenant shall return the Leased Premises to Landlord in the same condition in which it was initially received (or, if altered by Landlord or by Tenant with Landlord’s consent, then the Leased Premises shall be returned in such altered condition), reasonable wear and tear and damage by fire or other unavoidable casualty excepted (excluding burglary, attempted burglary and vandalism). Tenant shall remove all inventory, furniture and other personal property which does not become a part of the Leased Premises and all alterations and improvements which Landlord designates to be removed pursuant to Section 11.2 above, and shall restore the Leased Premises to the condition it was in prior to the installation of such items. Tenant’s obligations under this Section 12 shall survive the expiration or termination of this Lease.


13.	ACCEPTANCE OF THE LEASED PREMISES.

Tenant has inspected the Leased Premises and accepts the same in their current condition and waives the right to make any claim against Landlord for any matter directly or indirectly arising out of the condition of the Leased Premises, appurtenances thereto, the improvements thereon and the equipment thereof. LANDLORD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR HABITABILITY. Notwithstanding the foregoing, Tenant’s acceptance of the Leased Premises upon delivery of possession shall in no way diminish Landlord’s repair and maintenance obligations as set forth elsewhere in the Lease.


14.	DEFAULT BY LANDLORD.

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Landlord’s obligation is such that more than thirty (30) days are required for performance then Landlord shall not be in default if Landlord commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. Tenant further agrees not to invoke any of its remedies under this Lease and which Tenant otherwise may have until such thirty (30) days have elapsed. In no event shall Tenant have the right to terminate this Lease as a result of Landlord’s default and, subject to Section 30, Tenant’s remedies shall be limited to damages.


15.	ACCESS.


15.1	Right of Entry.

Tenant shall permit Landlord and its employees, agents and contractors to enter into and upon the Leased Premises at any time during normal business hours (8:00 a.m. to 6:00 p.m.) for the purpose of inspecting the same or for the purpose of cleaning, repairing, altering or improving the Leased Premises or the Bank of America Building. If Tenant is not personally present to permit entry, in case of emergency or urgent necessity Landlord may forcibly enter the same at any hour without rendering Landlord liable therefor. Nothing contained in this Section shall be deemed to impose any obligation upon Landlord not expressly stated elsewhere in this Lease. When reasonably necessary Landlord may temporarily close entrances, doors, corridors, elevators or other facilities without liability to Tenant by reason of such closure and without such action by Landlord being construed as an eviction of Tenant or release of Tenant, from the duty of observing and performing any of the provisions of this Lease. Landlord shall have the right to enter the Leased Premises for the purpose of showing the Leased Premises to prospective tenants within the period of one hundred eighty (180) days prior to the expiration or sooner termination of this Lease.


15.2	Excavation.

If an excavation is made of property adjacent to the Leased Premises, Tenant shall and does hereby afford to the person causing or authorized to cause such excavation, an irrevocable license to enter upon the Leased Premises for the purpose of doing such work as Landlord shall deem necessary to preserve the wall of the building of which the Leased Premises are a part from injury or damage and to support the same by proper foundations or other means, without any claim for damages against Landlord or diminution or abatement of rent.


16.	DAMAGE OR DESTRUCTION.


16.1	Insured Loss.

Subject to Section 16.2, if the Leased Premises are damaged by perils covered by Landlord’s insurance coverage and the proceeds therefrom are sufficient to cover the cost of repairs and are made available to Landlord for the purpose of repairing such damage, Landlord agrees to forthwith repair the same, and this Lease shall remain in full force and effect, except that Tenant shall be entitled to a proportionate reduction of Rent and Additional Rent from the date of damage and while such repairs are in progress, provided said damage did not result from or was contributed to, directly or indirectly, by the act, fault or neglect of Tenant. Such proportionate reduction shall be based upon the extent to which the damage and making of such repairs materially interfere, if at all, with the business carried on by Tenant in the Leased Premises. If such damage resulted from or was contributed to, directly or indirectly, by the act, fault or neglect of Tenant, the Rent and Additional Rent shall abate only to the extent Landlord receives proceeds from Landlord’s rental income insurance policy to compensate Landlord for the loss of such rent.

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16.2	Uninsured Loss.

If the Leased Premises are damaged as a result of any cause other than the perils covered by Landlord’s insurance coverage or if the insurance proceeds are not sufficient to cover the cost of repairs, Landlord shall forthwith repair the same provided the cost of repair is less than ten percent (10%) of the then replacement cost of the Leased Premises. If the Leased Premises are damaged as a result of a cause other than a peril covered by Landlord’s insurance coverage, or if the insurance proceeds from Landlord’s insurance are not made available to Landlord for the purpose of repairing the Leased Premises, or, if the cost of repair is equal to or greater than ten percent (10%) or more of the replacement cost of the Leased Premises, then Landlord shall have the option to (i) repair or restore such damage, in which event this Lease shall continue in full force and effect but the Rent and Additional Rent shall be proportionately reduced as provided in Section 16.1 above; or (ii) at any time within one hundred twenty (120) days after such damage give notice to Tenant of the termination of this Lease as of the date specified in such notice, which date shall not be less than thirty (30) days after the date of such notice. If such notice is given, this Lease shall terminate and all interest of Tenant in and to the Leased Premises shall end on the date so specified in such notice and the Rent and Additional Rent, reduced by a proportionate reduction, based upon the extent, if any, to which such damage materially interfered with the business carried on by Tenant in the Leased Premises, shall be paid up to date of such termination.


16.3	No Obligation.

Notwithstanding anything to the contrary contained in this Section 16, Landlord shall not have any obligation whatsoever to repair, reconstruct or restore the Leased Premises when the damage resulting from any casualty occurs during the last twenty-four (24) calendar months of the Lease Term.


16.4	Partial Destruction of the Bank of America Building.

If a portion of the Bank of America Building is damaged and the insurance proceeds therefrom are not sufficient to cover the cost of repairs or are not made available to Landlord for the purpose of repairing the same, or if thirty percent (30%) or more of the Rentable Area of the Bank of America Building is damaged, notwithstanding that the Leased Premises may be unaffected, Landlord may terminate this Lease and the tenancy hereby created by giving Tenant not less than thirty (30) days’ prior written notice of Landlord’s election to terminate the tenancy; provided, however, that such notice shall be given, if at all, within one hundred twenty (120) days following the date of occurrence of such damage or destruction. Rent and Additional Rent shall be prorated as of the date of such termination.


16.5	Business Interruption.

No damages, compensation or claims shall be payable by Landlord for inconvenience, loss of business, or annoyance arising from any repair or restoration of any portion of the Leased Premises or of the Bank of America Building. Landlord shall use reasonable efforts to effect such repairs promptly.


17.	MUTUAL RELEASE AND WAIVER OF SUBROGATION.

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Section shall be inapplicable if it would have the effect, but only to the extent it would have the effect, of invalidating any insurance coverage of Landlord or Tenant. This Waiver only applies to insured property losses and does not limit the ability to recover for deductibles or other uninsured losses. Landlord and Tenant acknowledge that their current insurance policies, as of the date of this Lease, will not be invalidated. In the future, if avoiding any invalidation can be effected by the payment of money to such insurer, the other party may elect to pay such amount to obtain such waiver of subrogation for its benefit. Landlord and Tenant, respectively, shall promptly notify the other if its insurance will be invalidated by the foregoing release and waiver or if any payment is required to avoid such invalidation. Notwithstanding anything to the contrary, this Section shall not apply to any claim by Landlord for any Rent, Additional Rent or Other Charges payable under this Lease. Landlord and Tenant specifically intend, however, that this Section shall apply to any potential claim that could otherwise be made by Landlord for any rents to be paid by other occupants of Bellevue Place or any claim that could potentially be made by Tenant for any lost sales, profits or revenues that could have been generated from or operating expenses related to the Leased Premises or elsewhere.


18.	INDEMNITY.


18.1	Generally.

Landlord shall not be liable for the loss of or damage to any property (including property of Tenant and others) occurring in or about the Leased Premises from any cause whatsoever. Landlord shall not be liable for injury to any person occurring in or about the Leased Premises except and to the extent that such injury is caused by Landlord’s negligence. Except to the extent an injury to any person is caused by Landlord’s negligence, Tenant shall defend, indemnify and hold Landlord harmless from and against any and all claims, charges, liabilities, obligations, penalties, damages, costs and expenses (including attorneys’ fees) arising, claimed, charged or incurred against or by Landlord from any matter or thing arising from Tenant’s use of the Leased Premises, the conduct of its business or from any activity, work or other things done, permitted or suffered by the Tenant in or about the Leased Premises, and Tenant shall further indemnify and hold Landlord harmless from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant’s part or to be performed under the terms of this Lease, or arising from any act or negligence of Tenant, or any officer, agent, employee, guest, or invitee of Tenant, and from all costs, attorneys’ fees, and liabilities incurred in or about the defense of any such claim or any action or proceeding brought thereon. If any action or proceeding is brought against Landlord by reason of such a claim, Tenant, upon notice from Landlord, shall defend the same at Tenant’s expense by legal counsel reasonably satisfactory to Landlord.


18.2	Concurrent Negligence of Landlord and Tenant Relating to Construction, Repair and Maintenance Activities.

Notwithstanding Section 18.1 above, in the event of concurrent negligence of Tenant, its agents, employees, sublessees, invitees, licensees or contractors on the one hand, and that of Landlord, its partners, agents, employees or contractors on the other hand, which concurrent negligence results in injury or damage to persons or property and relates to the construction, alteration, repair, addition to, subtraction from, improvement to or maintenance of the Leased Premises or Bellevue Place, Tenant’s obligation to indemnify Landlord as set forth in this Section 18 shall be limited to the extent of Tenant’s negligence, and that of its agents, employees, sublessees, invitees, licensees or contractors, including Tenant’s proportional share of costs, and attorneys’ fees and expenses incurred in connection with any claim, action or proceeding brought with respect to such injury or damage.

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18.3	Waiver of Workers’ Compensation Immunity.

The indemnification obligations contained in this Lease shall not be limited by any workers’ compensation, benefit or disability laws, and each indemnitor hereby waives any immunity that said indemnitor may have under the Industrial Insurance Act, Title 51 RCW and similar workers’ compensation, benefit or disability laws.


18.4	Provisions Specifically Negotiated.

LANDLORD AND TENANT ACKNOWLEDGE BY THEIR EXECUTION OF THIS LEASE THAT EACH OF THE INDEMNIFICATION, RELEASE AND WAIVER PROVISIONS OF THIS LEASE (SPECIFICALLY INCLUDING BUT NOT LIMITED TO THOSE RELATING TO WORKERS’ COMPENSATION BENEFITS AND LAWS) WERE SPECIFICALLY NEGOTIATED AND AGREED TO BY LANDLORD AND TENANT.


19.	INSURANCE.


19.1	Liability Insurance.

(a) Liability Insurance . Tenant shall, at its own cost and expense, keep and maintain in full force and effect during the Lease Term, a policy of comprehensive/commercial general liability insurance insuring Tenant’s activities with respect to the Leased Premises, Bank of America Building and Bellevue Place against loss, damage or liability for personal injury or death or loss or damage to property with a limit of not less than Two Million Dollars ($2,000,000) combined single limit for policies without a general aggregate limit. For policies with a general aggregate limit, such aggregate limit shall be not less than Two Million Dollars ($2,000,000) and include an endorsement providing that the foregoing limit shall apply per location, including the Leased Premises, and have an occurrence limit not less than Two Million Dollars ($2,000,000). In the event Tenant obtains a policy with a general aggregate limit, Tenant shall immediately notify Landlord if claims covered by such policy or policies at any time are made against Tenant which claims exceed fifty percent (50%) or more of the aggregate limit. Notwithstanding the foregoing, if during the Lease Term, in Landlord’s reasonable judgment, the policy limits required hereunder are no longer adequate to provide reasonable protection to Landlord, Landlord may notify Tenant of such inadequacy and an appropriate level of coverage and Tenant, within thirty (30) days of receiving such a notice, shall obtain such additional amounts of insurance and provide Landlord with satisfactory evidence thereof. Reference may be made to policy amounts required by other landlords for similar space and operations in determining what is reasonable protection hereunder. The insurance required under this Section shall be with companies rated A-VII or better in Best’s Insurance Guide. Landlord, Kemper Development Company, and any other parties in interest designated by Landlord, shall be named as additional insureds. The insurance policy shall bear an endorsement that the policy shall not be cancelled or the policy limits reduced by endorsement below the coverage required by this Lease for any reason other than nonpayment of premiums except upon forty-five (45) days’ prior written notice to Landlord and only after ten (10) days’ prior written notice for non-payment of premiums. Tenant shall deliver to Landlord upon the Commencement Date and from time to time thereafter as requested by Landlord copies of all policies of such insurance or certificates thereof, including applicable endorsements, showing Landlord as an additional insured and the applicable policy limits thereof. In no event shall the limits of such policies be considered as limiting the liability of Tenant under this Lease.

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reason of the selling, serving or giving of any alcoholic beverage to a minor or to a person under the influence of alcohol or any other person, or which causes or contributes to the intoxication of any persons. Accordingly, the indemnification obligations in Section 18 of this Lease shall extend, as well, to damages occurring at locations other than the Leased Premises and resulting from risks insurable by any of the following (i) so-called dram shop liability insurance, (ii) host liquor liability insurance or (iii) liquor legal liability insurance or otherwise related to the sale, gift, distribution or use of alcoholic beverages.


19.2	Property Insurance.

In addition to the insurance required by Sections 19.1 and 19.2, Tenant shall, at its own cost and expense, keep and maintain in full force and effect during the Lease Term, property insurance covering Tenant’s supplies, inventory and other personal property as well as all improvements, additions and modifications to or in the Leased Premises, in an amount equal to full replacement cost without co-insurance penalty. The insurance policy shall bear an endorsement that the policy shall not be canceled or the policy limits reduced below the coverage required by this Lease for any reason other than non-payment of premiums, except upon forty-five (45) days’ prior written notice to Landlord and only after ten (10) days’ prior written notice to Landlord for non-payment of premiums. Tenant shall deliver to Landlord upon the Commencement Date and from time to time thereafter as requested by Landlord copies of all policies of such insurance or certificates thereof.


19.3	Failure to Maintain.

If Tenant fails or refuses to maintain any insurance required by this Section 19, Landlord, at its discretion, may obtain and maintain insurance for such items and interests to protect Landlord in such amounts as Landlord may determine to be appropriate and any and all premiums paid or payable by Landlord therefor shall be deemed to be additional rent and shall be due on the payment date of the next installment of Rent hereunder. The failure to obtain or maintain any insurance required by this Section 19 shall constitute a material breach of this Lease.


19.4	Increase in Insurance Premium.

Notwithstanding anything in this Lease to the contrary, Tenant shall not keep, use, sell or offer for sale in or upon the Leased Premises any article, nor conduct any activities or operations, which are or may be prohibited by Landlord’s insurance carriers. Tenant shall pay any increase in premiums for property or liability insurance maintained by Landlord resulting from Tenant’s use or occupancy of the Leased Premises, whether or not Landlord has consented thereto. In the event of such increased insurance premiums to Landlord, Tenant also shall pay immediately to Landlord an amount equal to any additional premium on the insurance policy or policies that Landlord may carry for its protection against loss resulting from any insured event. In determining whether increased premiums are the result of Tenant’s use or occupancy of the Leased Premises, the rates and premiums determined by the organization setting the insurance premiums shall be conclusive evidence of the several items and charges which make up the insurance premiums. Landlord shall deliver bills for such additional amounts to Tenant at such times as Landlord may elect, and Tenant shall immediately pay Landlord therefor.


20.	ASSIGNMENT AND SUBLEASING.


20.1	Assignment or Sublease.

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Lease or any interest hereunder be assignable or transferable by any process or proceeding of any court, or otherwise, without in each case first obtaining the prior written consent of Landlord, which consent may be withheld in Landlord’s sole subjective discretion. Any such transaction undertaken without Landlord’s prior written consent shall be null and void.

In determining whether to grant consent to Tenant’s sublease or assignment request, Landlord may consider any factor, including but not limited to the experience and business reputation of the proposed assignee or sublessee in operating a business for the uses set forth in the Lease; whether the clientele, personnel and foot traffic generated by such proposed assignee or sublessee is satisfactory to Landlord; notwithstanding that Tenant and/or others remain liable under the Lease, whether the proposed assignee or sublessee has a net worth, and financial strength and credit record, reasonably satisfactory to Landlord; use of the Leased Premises by the proposed assignee or sublessee must be identical to the use permitted by the Lease; use of the Leased Premises by the proposed assignee or sublessee will not violate or create any potential violation of any laws; whether the quality of the business to be operated or likely to be operated by the proposed assignee or sublessee is satisfactory to Landlord; and whether Landlord’s consent might result in a breach of any other lease or agreement to which Landlord is a party; and whether the product mix and target customer base of the proposed assignee or sublessee is consistent with the product mix and target customer base that Landlord is trying to maintain or achieve within Bellevue Place.

No assignment, subleasing or other transfer shall relieve Tenant of any liability under this Lease. The prohibition set forth in this Section 20 includes, without limitation (and the following shall be deemed to be “assignments”): (i) a consolidation or merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued and outstanding stock of any corporate tenant; (iii) any subleasing or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other significant change in corporate or proprietary structure; (iv) the sale, assignment or transfer of all or substantially all of the assets of Tenant, with or without the specific assignment of this Lease; and (v) a change in control in any partnership tenant. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such assignment, subleasing or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, subleasing or transfer. If Landlord’s consent is requested for an assignment or sublease of all or a portion of the Leased Premises, Landlord shall have the right to terminate this Lease with respect to that portion of the Leased Premises for which such consent is requested, at the proposed effective date of such assignment or subleasing, and enter into the relationship of Landlord and Tenant with the proposed assignee or subtenant based on the rent (and/or other compensation) and term agreed to by such assignee or subtenant and otherwise upon the terms and conditions of this Lease. In connection with any sublease or assignment, Tenant shall promptly provide Landlord with fully executed copies of all assignment, sublease and assumption instruments.


20.2	Assignee Obligations.

As a condition to Landlord’s consent, any potential assignee otherwise approved by Landlord shall expressly assume all existing and future obligations of Tenant under this Lease and shall be jointly and severally liable with Tenant for the payment of Rent, Additional Rent, Other Charges and the performance of all terms, covenants and conditions of this Lease.


20.3	Sublessee Obligations.

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sublease and shall be jointly and severally liable with Tenant for the payment of Rent, Additional Rent, and Other Charges, and the performance of all terms, covenants, and conditions of this Lease.


20.4	Conditional Consents.

Any consent by Landlord to any assignment or subleasing may be subject to any terms or conditions as Landlord shall determine appropriate (including but not limited to requiring that any and all guarantors of the Lease agree to continue to guarantee the Lease obligations after the assignment) and-all such terms and conditions shall be binding upon any person holding by, under or through Tenant.


20.5	Attorneys’ Fees and Costs.

Tenant shall reimburse Landlord for Landlord’s attorneys’ fees and costs incurred in conjunction with the processing and documentation of any such requested transfer, assignment, subleasing or encumbrance.


21.	ADVERTISING.

Tenant shall not inscribe any inscription, or post, place, or in any manner display any sign, awning, canopy, marquee, decoration, graphics, notice, picture, placard or poster, or any advertising matter whatsoever, anywhere in or about the Leased Premises or the Bank of America Building at places visible (either directly or indirectly as an outline or shadow on a glass pane) from anywhere outside the Leased Premises without first obtaining Landlord’s written consent thereto, such consent to be at Landlord’s sole discretion. Any such consent by Landlord shall be upon the understanding and condition that Tenant shall remove the same at the expiration or sooner termination of this Lease and Tenant shall repair any damage to the Leased Premises or the Bank of America Building caused thereby. All such signs and advertising matter shall comply with all applicable laws, governmental regulations, ordinances and orders.


22.	LIENS.

No work performed by Tenant pursuant to this Lease shall be deemed to be for the immediate use and benefit of Landlord so that no mechanic’s, materialmen’s or other liens shall be allowed against the estate of Landlord by reason of any consent given by Landlord to Tenant to improve, alter or repair the Leased Premises. Tenant shall keep the Leased Premises, the Bank of America Building and Bellevue Place free and clear of all liens and encumbrances arising out of any work performed for, materials furnished to and obligations incurred by or on behalf of Tenant and Tenant shall indemnify and hold Landlord harmless from any liability from any and all costs, liabilities and expenses (including but not limited to attorneys’ fees and Landlord’s reasonable administrative costs and expenses) arising therefrom. Prior to commencing any improvement, alteration or repair work to the Leased Premises, Tenant shall provide to Landlord, at Tenant’s sole cost and expense, separate payment and performance bonds for such work and materials in an amount equal to either (i) the actual contract price if the contract price is fixed, or (ii) one and one-half (1½) times the estimated cost of the improvements, alterations or repairs which Tenant desires to make within the Leased Premises if the contract price is not fixed. Such bonds shall cover the faithful performance of the contract and payment of all obligations arising therefrom and insure Landlord against any and all liability for mechanics’ and materialmen’s liens and other similar liens and insure the completion of such work. If any lien is filed against the Bank of America Building, Bellevue Place or the Leased Premises by any person claiming by, through or under Tenant, Tenant shall, at Tenant’s sole cost and expense, immediately discharge the same. If Tenant shall fail to cause such lien to be immediately discharged of record, then, in addition to any other right or remedy of Landlord, Landlord may bond or discharge the same by paying the amount claimed to be due, and the amount so paid by

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Landlord, including any reasonable attorney’s fees incurred by Landlord in defending against or responding to such lien or in procuring its discharge of record, shall be due and payable by Tenant as additional rent.


23.	TENANT’S DEFAULT.


23.1	Default.

The following shall constitute defaults and breaches of this Lease by Tenant:

(a) Vacating the Leased Premises . The vacation or abandonment of the Leased Premises by Tenant or the failure of Tenant to be open for business on a fully-operational basis (except in the event of damage or destruction to the Leased Premises or when due to some other cause beyond Tenant’s reasonable control, which prevents Tenant from conducting its business within the Leased Premises) for five (5) days or more.

(b) Failure to Pay Rent . Tenant’s failure to make any payment of Rent, Additional Rent or Other Charges, or any other payment required to be made by Tenant hereunder, as and when due, where such failure shall continue for a period of three (3) days after written notice thereof by Landlord to Tenant.

(c) Failure to Perform . Tenant’s failure to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Tenant where such failure continues for a period of ten (10) days (except as otherwise provided in this Lease) after written notice thereof by Landlord to Tenant; provided, however, that if the nature of Tenant’s failure is such that more than ten (10) days are required for its cure, Tenant shall not be deemed to be in default under this Section 23.1(c) if Tenant commences such cure within such ten (10) day period and thereafter diligently prosecutes such cure to completion.

(d) Bankruptcy . The making by Tenant of any general assignment or general arrangement for the benefit of creditors; or the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt, or a petition or reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant, the same is dismissed within sixty (60) days of filing); or the appointment of a trustee or a receiver to take possession of substantially all of Tenant’s assets located at the Leased Premises or of Tenant’s interest in this Lease, where such seizure is not discharged in thirty (30) days after appointment of such trustee or receiver, or the filing of the petition for the appointment of the same, whichever shall first occur.

(e) Repeated Defaults . Tenant’s failure to perform or observe any of Tenant’s obligations under the Lease after Tenant has neglected or failed to perform or observe any of Tenant’s obligations under the Lease at least twice previously (although Tenant shall have cured any such previous failure after notice from Landlord, and within the notice period).


23.2	Remedies in Default.

In the event of any default or breach of this Lease by Tenant (whether or not set forth in Section 23.1 above), Landlord may, at any time thereafter, with or without notice or demand and without limiting Landlord in the exercise of a right or remedy which Landlord may have by reason of such default or breach:

(a) Terminate the Lease . Terminate Tenant’s right to possession of the Leased Premises by any lawful means, in which case Tenant shall immediately surrender possession of the Leased Premises

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to Landlord. In such event, Landlord shall be entitled to recover from the Tenant all past due Rent, Additional Rent and Other Charges and all other amounts owed under the terms of this Lease; the expense of re-leasing the Leased Premises, including but not limited to the expense of renovating and alterations to the Leased Premises and any leasing commissions; reasonable attorneys’ fees and costs; the worth at the time of award by the court having jurisdiction thereof of the amount by which the unpaid Rent and Additional Rent called for herein for the balance of the Lease Term after the time of such award exceeds the amount of such loss for the same period that Tenant proves could be reasonably avoided (the “worth at the time of award” shall be determined by discounting such excess amount by the discount rate of the Federal Reserve Bank of San Francisco plus one percent (1%)); and any and all other damages arising from Tenant’s default or breach; or,

(b) Continue the Lease . Maintain Tenant’s right to possession, in which case this Lease shall continue in effect whether or not Tenant has abandoned the Leased Premises. In such event, Landlord shall be entitled to enforce all Landlord’s rights and remedies under this Lease, including the right to recover damages, Rent, Additional Rent, Other Charges, and any other payments as may become due hereunder; or,

(c) Other Remedies . Pursue any other remedy or remedies now or hereafter available to Landlord under the laws or judicial decisions of the State of Washington.


23.3	Legal Expenses.

If either party is required to bring or maintain any action (including assertion of any counterclaim or cross-claim, or claim in a proceeding in bankruptcy, receivership or any other proceeding instituted by a party hereto or by others), or otherwise refers this Lease to an attorney for the enforcement of any of the covenants, agreements, terms or conditions of this Lease, the prevailing party, in addition to all other remedies provided herein, shall receive from the other party all costs (including reasonable attorneys’ fees) incurred in the enforcement of the covenants, agreements, terms and conditions of this Lease (whether or not an action is instituted) and including any such costs and fees incurred by the prevailing party on any appeal.


23.4	Bankruptcy.

(a) Assumption of Lease . In the event Tenant becomes a Debtor under Chapter 7 of the Bankruptcy Code (“Code”) or a petition for reorganization or adjustment of debts is filed concerning Tenant under Chapters 11 or 13 of the Code, or a proceeding is filed under Chapter 7 of the Code and is transferred to Chapters 11 or 13 of the Code, the Trustee or Tenant, as Debtor and as Debtor-In-Possession, may not elect to assume this Lease unless, at the time of such assumption, the Trustee or Tenant has:

(1) Cured all defaults under the Lease and paid all sums due and owing under the Lease or provided Landlord with “Adequate Assurance” (as defined below) that: (A) within ten (10) days from the date of such assumption, the Trustee or Tenant will completely pay all sums due and owing under this Lease and compensate Landlord for any actual pecuniary loss resulting from any existing default or breach of this Lease, including without limitation, Landlord’s reasonable costs, expenses, accrued interest, and attorneys’ fees incurred as a result of the default or breach; (B) within twenty (20) days from the date of such assumption, the Trustee or Tenant will cure all non-monetary defaults and breaches under this Lease; and (C) the assumption will be subject to all of the provisions of this Lease.

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(2) For purposes of this Section, Landlord and Tenant acknowledge that, in the context of a bankruptcy proceeding involving Tenant, at a minimum, “Adequate Assurance” shall mean: (A) the Trustee or Tenant has and will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that the Trustee or Tenant will have sufficient funds to fulfill the obligations of Tenant under this Lease; (B) the Bankruptcy Court shall have entered an Order segregating sufficient cash payable to Landlord and/or the Trustee or Tenant shall have granted a valid and perfected first lien and security interest and/or mortgage in property of Trustee or Tenant acceptable as to value and kind to Landlord, to secure to Landlord the obligation of the Trustee or Tenant to cure the monetary and/or non-monetary defaults and breaches under this Lease within the time periods set forth above; and (C) the Trustee or Tenant, at the very minimum, shall deposit a sum equal to two (2) months’ Rent to be held by Landlord (without any allowance for interest thereon) to secure Tenant’s future performance under the Lease.

(b) Assignment of Lease . If the Trustee or Tenant has assumed the Lease pursuant to the provisions of this Section for the purpose of assigning Tenant’s interest hereunder to any other person or entity, such interest may be assigned only after the Trustee, Tenant or the proposed assignee have complied with all of the terms, covenants and conditions of this Lease, including, without limitation, those with respect to Additional Rent; Landlord and Tenant acknowledging that such terms, covenants and conditions are commercially reasonable in the context of a bankruptcy proceeding of Tenant. Any person or entity to which this Lease is assigned pursuant to the provisions of the Code shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease on and after the date of such assignment. Any such assignee shall upon request execute and deliver to Landlord an instrument confirming such assignment.

(c) Adequate Protection . Upon the filing of a petition by or against Tenant under the Code, Tenant, as Debtor and as Debtor-In-Possession, and any Trustee who may be appointed agree to adequately protect Landlord as follows: (1) to perform each and every obligation of Tenant under this Lease until such time as this Lease is either rejected or assumed by Order of the Bankruptcy Court; (2) to pay all monetary obligations required under this Lease, including without limitation, the payment of Rent and Additional Rent payable hereunder which is considered reasonable compensation for the use and occupancy of the Leased Premises; (3) provide Landlord a minimum of thirty (30) days’ prior written notice, unless a shorter period is agreed to in writing by the parties, of any proceeding relating to any assumption of this Lease or any intent to abandon the Leased Premises, which abandonment shall be deemed a rejection of this Lease; and (4) to perform to the benefit of Landlord as otherwise required under the Code. The failure of Tenant to comply with the above shall result in an automatic rejection of this Lease.


23.5	Remedies Cumulative - Waiver.

Landlord’s remedies hereunder are cumulative and the Landlord’s exercise of or failure to exercise any right or remedy due to a default or breach by Tenant shall not be deemed a waiver of, or to alter, affect or prejudice any right or remedy which Landlord may have under this Lease or by law. Neither the acceptance of rent, nor any other act or omission of Landlord at any time or times after the happening of any breach, default or other event authorizing the cancellation or forfeiture of this Lease, shall operate as a waiver of any past or future violation, breach or failure to keep or perform any covenant, agreement, term or condition hereof or to deprive Landlord of its right to cancel or forfeit this Lease, upon the written notice provided for herein, at any time that cause for cancellation or forfeiture may exist, or be construed so as at any time to stop Landlord from promptly exercising any other option, right or remedy that it may have under any term or provision of this Lease, at law or in equity.

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24.	SUBORDINATION AND ATTORNMENT; MORTGAGEE PROTECTION.


24.1	Subordination - Notice to Mortgagee.

At the request of Landlord, Tenant shall promptly execute, acknowledge and deliver all instruments which may be appropriate to subordinate this Lease to any existing or future mortgages or deeds of trust on Bellevue Place, the Bank of America Building or the Leased Premises, and to any extensions, renewals or replacements thereof; provided, that the mortgagee or beneficiary, as the case may be, shall agree, in exchange for the agreement of Tenant to attorn to such mortgagee or beneficiary, to recognize this Lease in the event of foreclosure if Tenant is not in default at such time. Notwithstanding anything to the contrary in this Lease, Landlord shall not be in breach or default under any provision of this Lease unless written notice specifying such breach or default is given to Landlord and to all persons who have an interest in all or part of Bellevue Place as mortgagees and/or deed of trust beneficiaries and whose names and addresses have been given to Tenant in writing or are recorded in the records of King County, and the provisions of Section 14 have been fully complied with.


24.2	Mortgagee Protection Clause.

Tenant shall give all mortgagees and deed of trust holders, by registered or certified mail, copies of all notices of default served upon the Landlord, provided that prior to such notice Tenant has been notified in writing (by way of Notice of Assignment of Rents and Leases, or otherwise) of the addresses of such mortgagees or deed of trust holders. If Landlord fails to cure such default within the time provided in this Lease, then the mortgagees or deed of trust holders shall have an additional thirty (30) days within which to cure such default or if such default cannot be cured within that time, then such additional time as may be necessary, provided that within such thirty (30) days any mortgagee or deed of trust holder commences and diligently pursues the remedies necessary to cure such default (including but not limited to commencement of judicial or nonjudicial foreclosure proceedings, if necessary, to effect such cure).


25.	SURRENDER OF POSSESSION.

Subject to the terms of Sections 11 and 16, upon expiration of the term of this Lease, whether by lapse of time or otherwise, Tenant shall promptly and peacefully surrender the Leased Premises to Landlord in as good condition as when received by Tenant from Landlord or as thereafter improved, reasonable use and wear and tear and damage by fire or other casualty excepted.


26.	REMOVAL OF PROPERTY.

Tenant shall remove all of its personal property and improvements designated to be removed pursuant to Section 11.2 at the termination of this Lease either by expiration of the term or other cause, and shall pay Landlord for any damages for injury to the Leased Premises or Bank of America Building resulting from such removal. If Tenant shall fail to remove any of its property of any nature whatsoever from the Leased Premises or the Bank of America Building at the termination of this Lease or when Landlord has the right of re-entry, Landlord may remove and store such property without liability for loss thereof or damage thereto, such storage to be for the account and at the expense of Tenant. If Tenant shall not pay the cost of storing any such property after it has been stored for a period of thirty (30) days or more, Landlord may, at its option, sell, or permit to be sold, any or all such property at public or private sale, in such manner and at such times and places as Landlord in its sole discretion may deem proper, without notice to Tenant, unless notice is required under applicable statutes, and shall apply the proceeds of such sale: first, to the cost and expense of such sale, including reasonable attorneys’ fees actually incurred; second, to the payment of the costs or charges for storing any such property; third, to the

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payment of any other sums of money which may then be or thereafter become due to Landlord from Tenant under any of the terms hereof; and, fourth, the balance, if any, to Tenant.


27.	VOLUNTARY SURRENDER.

The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, shall not work a merger, but, at the option of Landlord, shall terminate all or any existing subleases and subtenancies or operate as an assignment to Landlord of any or all such subleases or subtenancies.


28.	EMINENT DOMAIN.


28.1	Total Taking.

If all the Leased Premises are taken by the power of eminent domain exercised by any governmental or quasi-governmental authority, this Lease shall terminate as of the date Tenant is required to vacate the Leased Premises and all Rent, Additional Rent and Other Charges due hereunder shall be paid to that date. As used in this Section 28, the term “eminent domain” shall include the taking of property by, through or under any governmental or quasi-governmental authority, and any purchase or acquisition in lieu thereof, whether or not the damaging or taking is by the government or any other person authorized to exercise the power of eminent domain.


28.2	Constructive Taking of Entire Premises.

In the event of a taking of a material part, but less than all, of the Bank of America Building, where Landlord shall reasonably determine that the remaining portions of the Bank of America Building cannot be economically or effectively used as desired by Landlord (whether on account of physical, economic, aesthetic or other reasons), Landlord shall forward a written notice to Tenant of such determination not more than sixty (60) days after the date of taking. The term of this Lease shall expire upon such date as Landlord shall specify in such notice but not earlier than sixty (60) days after the date of such notice.


28.3	Partial Taking.

If more than fifteen percent (15%) of the Rentable Area of the Leased Premises is taken or appropriated by the power of eminent domain, this Lease, at the option of either party, may be terminated by written notice given to the other party not more than thirty (30) days after Landlord and Tenant receive written notice of the taking or appropriation, and such termination shall be effective as of the date Tenant is required to vacate the portion of the Leased Premises so taken. If more than ten percent (10%) of the Common Area of the Bank of America Building is taken by the power of eminent domain, then Landlord, at its option, may terminate this Lease by written notice given to Tenant within sixty (60) days of the date of such taking. If this Lease is so terminated, all Rent, Additional Rent and Other Charges due hereunder shall be paid to the date of termination. Whenever any portion of the Leased Premises or Common Area is taken by the power of eminent domain and this Lease is not terminated, Landlord, at its expense, shall proceed with reasonable dispatch to restore, to the extent that it is reasonably prudent, the remainder of the Leased Premises and Common Area to their condition immediately prior to such taking, and Tenant, at its sole expense, shall proceed with reasonable dispatch to restore the fixtures and improvements installed by Tenant and Tenant’s furniture, furnishings, and equipment to the same condition they were in immediately prior to such taking. From the date Tenant is required to vacate that portion of the Leased Premises so taken, the Rent and Additional Rent payable hereunder shall be reduced in the same proportion that the area taken bears to the Rentable Area of the Leased Premises prior to the taking.

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28.4	Damages.

Landlord reserves all rights to the entire damages award or payment for taking by the power of eminent domain, and Tenant shall make no claim whatsoever against Landlord for damages for termination of its leasehold interest in the Leased Premises or for interference with its business. Tenant hereby grants or and assigns to Landlord any right Tenant may now have or hereafter acquire to such awards and payments and agrees to execute and deliver such further instruments of assignment thereof as Landlord may from time to time request. Notwithstanding the foregoing, Tenant shall have the right to claim from the condemning authority all compensation that may be recoverable by Tenant on account of any loss incurred by Tenant in removing Tenant’s merchandise, furniture and other personal property that Tenant is entitled to remove at the termination of this Lease or for damage to Tenant’s business; provided, however, that Tenant may claim such damages only if they are awarded separately in the eminent domain proceeding and not as part of Landlord’s damages.


29.	NOTICES.

Any notices required in accordance with any of the provisions herein, if to Landlord, shall be delivered in person or mailed by certified mail, return receipt requested, to the address of Landlord as set forth in Section 1.2 above or at such other place as Landlord may in writing from time to time direct to Tenant, and if to Tenant, shall be delivered in person or sent by certified mail to Tenant at the Leased Premises. If Tenant is more than one person or entity, any notice required or permitted hereunder may be given by or to any one thereof, and shall have the same force and effect as if given by or to all thereof. Any notices mailed to Tenant bearing the proper address and adequate postage for delivery shall be deemed effective upon deposit in the U.S. mail.


30.	LANDLORD’S LIABILITY.

Anything in this Lease to the contrary notwithstanding, the covenants, undertakings and agreements herein made on the part of Landlord are made and intended not as personal covenants, undertakings and agreements for the purpose of binding Landlord personally or the assets of Landlord, but are made and intended for the purpose of binding only the Landlord’s interest in the Leased Premises and Bank of America Building, as the same may from time to time be encumbered. No personal liability or personal responsibility is assumed by, nor shall at any time be asserted or enforceable against Landlord or its partners or their respective heirs, legal representatives, successors, and assigns on account Of the Lease or on account of any covenant, undertaking or agreement of Landlord in this Lease contained. Therefore, in consideration of the benefits accruing hereunder, Tenant and all successors and assigns covenant and agree that, in the event of any actual or alleged failure, breach or default hereunder by Landlord:

(a) The sole and exclusive remedy of Tenant shall be against the Landlord’s interest in the Leased Premises and the Bank of America Building;

(b) No general or limited partner of Landlord, or any director, officer, agent or employee of any corporation if Landlord, or any general or limited partner of Landlord, is a corporation (collectively, for the purpose of this Section 30, referred to as “general or limited partner of Landlord”) shall be sued or named as a party in any suit or action, and Landlord shall not assert therein the defense or lack of personal jurisdiction arising out of Tenant’s compliance with this Section 30;

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(d) No judgment will be taken against any general or limited partner of Landlord;

(e) Any judgment taken against any general or limited partner of Landlord may be vacated and set aside at any time nunc pro tunc ;

(f) No writ of execution will ever be levied against the asset of Landlord or any general or limited partner of Landlord, other than Landlord’s interest in the Leased Premises or the Bank of America Building.

(g) These covenants and agreements are enforceable both by Landlord and also by any general or limited partner of Landlord.


31.	TENANT’S CERTIFICATES.

Tenant shall at any time and from time to time, within ten (10) days after written notice from Landlord, execute, acknowledge and deliver to Landlord or its designee a written statement substantially in the form of Exhibit “G” certifying, to the extent true, that (i) this Lease is in full force and effect and has not been assigned, modified, supplemented or amended in any way (or specifying the date and terms of all agreements so affecting this Lease); (ii) all conditions under this Lease to be performed by the Landlord have been satisfied, if any; (iii) all required contributions by Landlord to Tenant on account of Tenant’s Improvements or additional improvements have been received; (iv) as of the date of such certification there are no existing claims, defenses or offsets that the Tenant has against the enforcement of this Lease by the Landlord; (v) no Rent or other rent obligation has been paid more than one month in advance; and (vi) no security has been deposited with Landlord (or, if so, the amount thereof). It is intended that all statements delivered pursuant to this paragraph may be relied upon by prospective purchasers of Landlord’s interest, Landlord’s lenders, and other designees of Landlord and Landlord’s lenders. If Tenant fails to respond within ten (10) days of Tenant’s receipt of a written request by Landlord as herein provided, such failure shall be a material default under the terms and conditions of this Lease. In addition, Tenant shall be deemed to have given such certificate as above provided without modification and shall be deemed to have admitted the accuracy of any information supplied by Landlord to a prospective purchaser or mortgagee, that this Lease is in full force and effect, that there are no uncured defaults in Landlord’s performance, that the security deposit is as stated in the Lease and that no more than one month’s Rent has been paid in advance.


32.	RIGHT TO PERFORM.

If Tenant shall fail to pay any sum of money, other than Rent and Additional Rent, required to be paid by it hereunder or shall fail to perform any other act on its part to be performed hereunder, and such failure shall continue for ten (10) days after notice thereof by Landlord, Landlord may, but shall not be obligated so to do, and without waiving or releasing Tenant from any obligations of Tenant, make any such payment or perform any such other act on Tenant’s part to be made or performed as provided in this Lease. Landlord shall have (in addition to any other right or remedy of Landlord) the same rights and remedies in the event of the nonpayment of sums due under this Section as in the case of default by Tenant in the payment of Rent.


33.	AUTHORITY.

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adopted resolution of the Board of Directors of Tenant and that such action and execution is in accordance with the bylaws of Tenant. If Tenant is a corporation, Tenant shall, within thirty (30) days after execution of this Lease, deliver to Landlord a certified copy of a resolution of the Board of Directors of Tenant authorizing or ratifying the execution of this Lease.


34.	PARKING AND COMMON AREAS.


34.1	Parking.

Landlord shall provide Tenant with two point seven (2.7) parking permits for each one thousand (1,000) square feet in the Rentable Area of the Leased Premises, at the rate of One Hundred Fifty and 00/100 Dollars ($150.00) per parking permit per month (excluding tax) for the first twelve (12) months of the Lease Term and at the rate of One Hundred Sixty and 00/100 Dollars ($160.00) per parking permit per month (excluding tax) for the remainder of the Lease Term. If available, additional parking permits may be purchased by Tenant on a month to month basis at the rates set forth above. Tenant’s employees shall not park their vehicles in the automobile parking areas of the Common Areas and Facilities which may from time to time be designated for patrons of Bellevue Place. Landlord at all times shall have the right to designate the particular parking areas to be used by Tenant’s employees and any such designation may be changed from time to time. Tenant and its employees shall park their vehicles only in those portions of the Common Areas and Facilities, if any, designated for that purpose by Landlord. Tenant shall furnish Landlord with Tenant’s and Tenant’s employees’ state vehicle license numbers within fifteen (15) days after Tenant opens for business in the Leased Premises and Tenant shall thereafter notify Landlord of any changes within two (2) days after such change occurs. If Tenant or its employees fail to park their vehicles in designated parking areas, then Landlord, without limiting any other remedy Landlord may have, may charge Tenant a minimum of Ten Dollars ($10.00) per day for each day or partial day for each vehicle improperly parked; provided, however, Landlord shall give Tenant written notice of the first violation of this provision and Tenant shall have two (2) days thereafter within which to cause the violation to be discontinued; and if not discontinued within such two-day period, then the vehicle fines shall commence. After notice of the first such violation, no notice of any subsequent violation shall be required prior to the imposition of any parking fine. All amounts due under the provisions of this Section shall be additional rent and due and payable by Tenant within ten (10) days after demand therefor. Tenant shall notify its employees in writing of the provisions of this Section.


34.2	Common Areas.

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Place, including their employees, invitees, licensees and guests, which areas shall include, but not be limited to, all parking structures and parking areas (including off-site parking), driveways, sidewalks, landscaped or planted areas, pedestrian areas, lobbies, walkways, the Wintergarden Retail Center and Parking Garage. The term “Common Areas and Facilities of Bellevue Place” also refers to all on-site and off-site areas and/or related facilities which may not be accessible to Tenant and other persons entitled to occupy space in Bellevue Place, but which are used in conjunction with the operation, management, repair or maintenance of Bellevue Place, including, but not limited to janitorial closets, on and/or off-site management offices and maintenance areas. The term “Common Areas and Facilities of the Bank of America Building” refers to the Common Areas and Facilities of Bellevue Place located within the Bank of America Building.


35.	TRANSPORTATION MANAGEMENT PROGRAM.

Tenant shall cooperate with Landlord and the designated Transportation Management Association in complying with the terms and conditions of the Bellevue Place Transportation Management Program, as set forth in the Bellevue Place Transportation Management Agreement, a copy of which is attached hereto as Exhibit “F” and incorporated herein, and shall become a member participant in the designated Transportation Management Association. Tenant shall designate one of its employees or agents as Tenant Transportation Coordinator, who shall represent Tenant in all matters pertaining to transportation management. Landlord shall be immediately notified of any change in the Transportation Coordinator.


36.	QUIET ENJOYMENT.

Tenant, upon fully complying with and promptly performing all of the terms, covenants and conditions of this Lease to be performed on its part and upon the prompt and timely payment of all sums due hereunder, shall have and possess the Leased Premises for the Lease Term set forth herein.


37.	GENERAL.


37.1	Captions.

Any section or paragraph titles or captions are for convenience only and shall not be deemed to define, limit or otherwise modify the scope and intent of this Lease or any provision thereof.


37.2	Bellevue Place Rent and Income.

All amounts to be paid hereunder, specifically including all Rent, Additional Rent and Other Charges, shall be paid as and when due, and without any setoff or deduction whatsoever. Landlord shall be entitled to all rent and other payments on all leases and tenancies at Bellevue Place on all property owned or leased by Landlord and any other payments made to Landlord or its agents for any other activities, uses or operations at Bellevue Place.


37.3	Successors or Assigns.

All the terms, conditions, covenants and agreements of this Lease shall extend to and be binding upon Landlord, Tenant, their respective heirs, administrators, executors, successors and assigns, and upon any person or persons coming into ownership or possession of any interest in the Leased Premises by operation of law or otherwise, and shall be construed as covenants running with the land.

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37.4	Tenant Defined.

The word “Tenant” as used herein shall mean each and every person, partnership, limited liability company or corporation who is mentioned as a Tenant herein or who executes this Lease as Tenant.


37.5	Lost Security or Access Key Card.

Tenant shall reimburse Landlord for any and all losses and expenses incurred or suffered by Landlord as a result of Tenant or any of Tenant’s agents, employees, licensees or contractors losing any security or access key card or similar device issued to Tenant, which losses or expenses are incurred or suffered by Landlord prior to Tenant notifying Landlord ‘of the loss of such card or similar device.


37.6	Landlord’s Consent.

Unless otherwise specifically stated herein, whenever Landlord’s consent or approval is required, Landlord’s consent or approval may be withheld in Landlord’s sole subjective discretion.


37.7	Broker’s Commission.

Tenant represents and warrants to Landlord it has incurred no liabilities or claims for brokerage commissions or finder’s fees in connection with the execution of this Lease and it has not dealt with or has any knowledge of any real estate broker, agent or salesperson in connection with this Lease except Broderick Group, Inc., which represents Landlord. Each party agrees to indemnify and hold the other parties harmless from all such liabilities or claims (including, without limitation, attorneys’ fees) by anyone other than Broderick Group, Inc.


37.8	Partial Invalidity.

If any term, covenant, or condition of this Lease or the application thereof to any person or circumstance is, to any extent, invalid or unenforceable, the remainder of this Lease, and the application of the terms, covenants or conditions to persons or circumstances other than those which are held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Lease shall be valid and be enforced to the fullest extent permitted by law.


37.9	Recording.

Tenant shall not record this Lease. Tenant also shall not record any memorandum of lease. However, upon the request of Landlord, Tenant shall execute and deliver to Landlord a memorandum in the form provided by Landlord. The memorandum shall describe the parties, the Leased Premises, the Lease Term and Tenant’s obligation to comply with the Transportation Management Agreement and City of Bellevue Land Use Code Paragraph 20.25A.030.C.1, or any similar or successor law, regulation, code or rule, if applicable.


37.10	Joint Obligation.

If there is more than one Tenant, the obligations hereunder imposed shall be joint and several.


37.11	Time.

Time is of the essence of this Lease and each and all of its provisions which performance is a factor.

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37.12	Prior Agreements.

It is understood that there are no oral or written agreements or representations between Landlord and Tenant affecting this Lease and that this Lease supersedes and cancels any and all previous negotiations, arrangements, representations, brochures, displays, projections, estimates, agreements and understandings, if any, made by or between Landlord and Tenant with respect to the subject matter thereof, and none thereof shall be used to interpret, construe, supplement, or contradict this Lease. This Lease, and all mutually-executed written amendments thereto, is and shall be considered to be the only agreement between Landlord and Tenant and their representatives and agents. All negotiations and oral agreements acceptable to Landlord and Tenant have been merged into and are included in this Lease. There are no other representations, covenants or warranties between Landlord and Tenant and all reliance with respect to representations is solely upon the express representations, covenants and warranties contained in this Lease. Although the printed provisions of this Lease were drawn by Landlord, Landlord and Tenant agree that this circumstance shall not create any presumption, canon of construction, or implication favoring the position of either Landlord or Tenant. Landlord and Tenant agree that the interlineation, obliteration, or deletion of language from this Lease prior to its mutual execution by Landlord and Tenant shall not be construed to have any particular meaning or to raise any presumption, canon of construction, or implication, including, without limitation, any implication that Landlord or Tenant intended thereby to state the converse, obverse or opposite of the deleted language. This Lease shall be read as if the obliterated or deleted language had never existed and the interlineated language had always existed.


37.13	Inability to Perform.

The obligations of Landlord or Tenant hereunder shall be excused for a period equal to the time by which such performance is prevented or delayed due to acts of God or any other causes beyond the reasonable control of such party, financial inability or negligence excepted. The provisions of Section 37.13 shall not apply to any payment of Rent, Additional Rent or Other Charges.


37.14	Transfer of Landlord’s Interest.

In the event of any transfer or transfers of Landlord’s interest in the Leased Premises or Bellevue Place, other than a transfer for security purposes only, the transferor shall be automatically relieved of any and all obligations and liabilities on the part of Landlord accruing from and after the date of such transfer and Tenant agrees to attorn to such transferee.


37.15	No Light, Air or View Easement.

Any diminution or shutting off of light, air or view by any structure which may be erected on land on or adjacent to Bellevue Place shall in no way affect this Lease or the obligation of Tenant hereunder nor impose any liability on Landlord.


37.16	Reciprocal Easement Agreements.

This Lease shall be subordinate to any and all operating, maintenance and reciprocal easement agreements (“REAs”) entered into by and among Landlord and any other parties, including any amendments or modifications thereto. Tenant shall execute and return to Landlord within ten (10) days after written request therefor by Landlord, agreements in recordable form, substantially in the form of Exhibit “H”, subordinating this Lease to any such REAs.

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37.17	Waiver.

The waiver by Landlord of any term, covenant or condition herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition herein contained. The subsequent acceptance of Rent, Additional Rent, Other Charges or any other sum hereunder by Landlord shall not be deemed to be a waiver of any preceding default by Tenant of any term, covenant or condition of this Lease, other than the failure of the Tenant to pay the particular sum so accepted, regardless of Landlord’s knowledge of such preceding default at the time of the acceptance of such sum. In addition, no endorsement or statement on any check or any letter accompanying any payment shall be deemed an accord and satisfaction, and Landlord’s right to recover the balance of such rent or pursue any other remedy provided herein or otherwise shall not be affected by such endorsement or statement or by the acceptance of such payment.


37.18	Name.

Tenant shall not, without the prior written consent of Landlord, use the name of the building or project for any purpose other than as the address of the Leased Premises, and in any event, Tenant shall not acquire any rights in or to such names.


37.19	Choice of Law - Venue.

This Lease shall be governed by the laws of the State of Washington. The venue for any action to enforce the terms of this Lease or collect any amounts owing by Tenant to Landlord shall be in the Superior Court for King County, Washington.


37.20	OFAC Certification.

(a) Certification . Tenant certifies that:

(i) It is not acting, directly or indirectly, for or on behalf of any person, group, entity, or nation named by any Executive Order or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule, or regulation that is enforced or administered by the Office of Foreign Assets Control; and

(ii) It is not engaged in this transaction, directly or indirectly on behalf of, or instigating or facilitating this transaction, directly or indirectly on behalf of, any such person, group, entity, or nation.

(b) Indemnification . Tenant hereby agrees to defend, indemnify, and hold harmless Landlord from and against any and all claims, damages, losses, risks, liabilities, and expenses (including attorney’s fees and costs) arising from or related to any breach of the foregoing certification.

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IN WITNESS WHEREOF this Lease has been executed the day and year first above set forth.



LANDLORD:					TENANT:

BELLEVUE PLACE OFFICE BUILDING I					SMARTSHEET.COM, INC.,
LIMITED PARTNERSHIP, a Washington					a Washington corporation
Limited Partnership

By:	BELLEVUE PLACE PROPERTIES				By:	/s/ Mark Mader
	LIMITED PARTNERSHIP, a					Mark Mader
	Washington limited partnership, Its				Its:	President
	General Partner

	By:	KEMPER HOLDINGS, LLC,			By:
		a Washington limited liability
		company, Its General Partner			Its:

		By:	KEMPER DEVELOPMENT
			COMPANY, a Washington
			corporation; Its Manager

			By:	/s/ James E. Melby
				James E. Melby
				Its President

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STATE OF WASHINGTON	)
	) ss.
COUNTY OF KING	)

On this 7 ^th day of December, 2010, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared JAMES E. MELBY, to me known to be the President of KEMPER DEVELOPMENT COMPANY, the Manager of KEMPER HOLDINGS, LLC, the General Partner of BELLEVUE PLACE PROPERTIES LIMITED PARTNERSHIP, the General Partner of BELLEVUE PLACE OFFICE BUILDING I LIMITED PARTNERSHIP, the limited partnership that executed the foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation and partnerships for the uses and purposes therein mentioned.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written.



	/s/ Rebecca K. Johnson
	Type Notary Name:	Rebecca K. Johnson
	Notary Public in and for the State of
(SEAL)	Washington, residing at	Gig Harbor, WA	.
	My commission expires	9.5.12	.



STATE OF WASHINGTON	)
	) ss.
COUNTY OF KING	)

On this 1 ^st day of December, 2010, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared MARK MADER, to me known to be the President, respectively, of SMARTSHEET.COM, INC., a Washington corporation, the corporation named in and which executed the foregoing instrument; and they acknowledged to me that they signed the same as the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, being authorized so to do.

WITNESS my hand and official seal the day and year in this certificate above written.



	/s/ Maegan Clare Surbridge
	Type Notary Name:	Maegan Clare Surbridge
	Notary Public in and for the State of
(SEAL)	Washington, residing at	King County	.
	My commission expires	3/12/13	.

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OFFICE LEASE EXHIBITS


Exhibit “A” -	Legal Description of Bellevue Place.


Exhibit “B” -	Site Plan of Bellevue Place.


Exhibit “C” -	Floor Plan of the Leased Premises.


Exhibit “D” -	Tenant Information Manual.


Exhibit “E” -	Rules and Regulations.


Exhibit “F” -	Bellevue Place Transportation Management Agreement.


Exhibit “G” -	Form of Tenant Estoppel Certificate.


Exhibit “H” -	Form of Subordination Agreement.

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EXHIBIT A

LEGAL DESCRIPTION OF BELLEVUE PLACE

Lots 1, 3, 4 and 5 of Boundary Line Adjustment No. 07-117859, recorded in King County, Washington on November 29, 2007, under recording number 20071129900004.

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EXHIBIT B

SITE PLAN OF BELLEVUE PLACE

(see attached)

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EXHIBIT C

FLOOR PLAN OF THE LEASED PREMISES

(see attached)

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EXHIBIT D

TENANT INFORMATION MANUAL

(see attached)

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EXHIBIT D

TENANT INFORMATION MANUAL

OFFICE

BANK OF AMERICA BUILDING

CORNER BUILDING

TABLE OF CONTENTS



1.	FORWARD	2

2.	PROJECT REPRESENTATIVES	3

3.	BASE BUILDING FINISH CONDITION	4

4.	DESIGN PROCESS	8

5.	CONSTRUCTION PHASE	12

6.	LEASED PREMISES STANDARD SPECIFICATIONS	13

7.	LEASED PREMISES STANDARD DETAILS	16

8.	LIST OF DRAWING SYMBOLS	48

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1. FORWARD

This Tenant Information Manual has been prepared to assist you during the design and construction phase of your Bellevue Place offices and describes the process necessary to prepare your Leased Premises for occupancy. The Manual also includes a description of the Base Building Finish improvements, architectural details and systems.

Please read this Manual carefully to familiarize yourself with the portions of the planning and construction process which concern you.

We are pleased you have chosen to locate your firm in Bellevue Place and look forward to working with you during design and construction of your Leased Premises.

Welcome to Bellevue Place.

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2. PROJECT REPRESENTATIVES

At the outset of the design and construction process, Tenant shall designate a representative, who shall serve as the contact for all discussions with Landlord’s Tenant Coordinator and Landlord’s Interior Planner.

Landlord is represented by Landlord’s Tenant Coordinator. Any questions regarding the Leased Premises, this Manual or the design and construction process should be directed to Landlord’s Tenant Coordinator.

Landlord’s Structural, Mechanical, and Electrical Engineers are responsible for all engineered drawings when required.

Landlord’s Contractor is responsible for all interior office construction in the Bank of America and Corner Buildings.

Landlord’s Project Architect is responsible for providing information and reviewing items related to the Building shell and systems.

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3. BASE BUILDING FINISH CONDITION

The following is a description of the Base Building Finish Condition. Work to finish elevator lobbies and core areas may take place either during or before the construction phase of Tenant’s Improvements.


A.	General

1. Concrete floor slab shall be smooth-finish concrete without depressed or raised areas.


a.	Structural framing shall be reinforced concrete.


b.	Floor load capacity shall be ninety-five (95) pounds per square foot.


c.	Typical structural bay size:


(1)	Bank of America Building: 30’ x 33’


(2)	Corner Building: Varies, average 15’ x 30’


d.	Typical floor-to-floor height:


(1)	Bank of America Building: 12’2”


(2)	Corner Building:

Second Floor: 14’6’

All floors above Second: 12’6”

2. Core walls shall be taped, finished and ready for paint. Core area doors shall be installed and finished.

3. Core toilet rooms shall be finished and complete including ceramic tile floors, vinyl wall covering, ceramic tile walls, painted gypsum wallboard (GWB) ceiling, stone counters, toilet partitions with baked enamel finish, plumbing fixtures and trim, and toilet accessories.

4. Stairwells shall be complete, including painting and handrails.

5. Elevator lobby shall be complete with smoke doors, carpet, vinyl wall covering, base and painted GWB ceiling.

6. Acoustical ceiling 4’ x 4’ grid system shall be installed. Acoustical tile shall be furnished.

7. Shell perimeter interior side of wall shall be metal studs and batt insulation.

8. Perimeter window blinds shall be installed.

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B.	Electrical System.

1. 480/277 volt “House” metered power shall be distributed through the south electrical room of the Bank of America Building and the west electrical room of the Corner Building. Each tenant floor shall be furnished with a 480/277 volt panel board.

2. Each tenant floor shall be provided with two 208/120 volt panel boards. One shall be located in the south electrical room and one in the north electrical room of the Bank of America Building, and in the west and south electrical rooms of the Corner Building.

3. Out of each of the panel boards described in items 1 and 2 above, raceway shall be stubbed out 10’ beyond the electrical room wall, in an east and west direction.

4. Lighting density shall be no more than 1.2 watts per square foot for the Bank of America Building and 1.7 watts per square foot for the Corner Building upon completion of Tenant’s Improvements.

5. The transformers provided shall be sized to furnish 120 volt power for 2.5 watts per square foot. Additional watts per square foot may be available within the system.

6. On the average, thirty 480/277 volt poles and seventy 280/120 volt poles shall be available. These shall be prorated on multi-tenant floors as a percentage of floor space leased.

7. Duplex receptacles shall be provided in core spaces.

8. Telephone riser cables shall be furnished by the serving telephone company. These shall rise through the north electrical room in the Bank of America Building and the south electrical room in the Corner Building where the termination backboards shall be located. Room for Tenant telephone processing system equipment must be included in the Tenant’s Leased Premises. Telephone cabling shall run in the return air plenum and shall require teflon cable.

9. Tenant floor VAV boxes shall be circuited and connected.


C.	Lighting

1. Tenant floor building standard shall be 2’ x 4’ eighteen-cell louvered fluorescent lighting fixtures. The lighting fixtures shall be stored in the garage at Bellevue Place and be made available to Tenant at that location.

2. The public elevator lobby and corridor lighting shall be provided for multi-tenant floor.

3. Finished core spaces, bathrooms, stairwells, lobby, telephone, electrical and janitor closets shall be provided with lighting fixtures.

4. Exit sign light fixtures shall be provided at stair exit doors.

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D.	HVAC System

1. A VAV air handler shall be located on each floor. VAV terminal units, low velocity trunk ducts and branch aids shall be installed. Diffusers shall be connected to branch ducts and located on a modular basis, which shall include approximately one zone per 800 square feet for both buildings. Room sensors shall be connected to the VAV boxes temporarily located on the VAV box or adjacent columns. Cooling shall handle a lighting load of 1.2 watts per square foot for the Bank of America Building and 1.7 watts per square foot for the Corner Building.


E.	Sprinkler System

1. Sprinklers shall be installed on a light hazard basis of one head per 168 square feet.

2. Sprinkler heads at both locations shall be a “concealed” style head with white cover plate as standard.


F.	Life Safety Systems

1. Smoke detectors shall be installed in public elevator lobbies in the Bank of America and Corner Buildings and outside each exit stair in the Bank of America Building and shall be tied into the Building fire command center.

2. Evacuation speakers shall be installed in public elevators, public elevator lobbies and multi-tenant floor corridors.

3. Magnetic door holders shall be provided in the public elevator lobbies,


G.	Plumbing System

1. Waste and vent stubouts shall be provided at the core.

2. Cold water stubouts shall be provided at the core.


H.	Security System

1. An access control (card reader) system shall be installed at one plaza level lobby door and in each elevator cab. This system may be programmed to offer specific security to any tenant floor.

2. Closed circuit television cameras shall be located as determined to be appropriate by Landlord.

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I.	Elevators

1. Bank of America Building:

a. Passenger Elevators: Four elevators shall serve tenant floors 1 through 12 (Lowrise); four elevators shall serve tenant floors 13 and above (Highrise).

Capacity shall be 3,000 pounds at 500 feet per minute.

Cab size shall be 7’0” x 5’6” 9’0”H.

Door size shall be 3’6” x 7’0”H.

b. Service Elevators: One service elevator shall serve parking level P2 and tenant floors 1-21.

Capacity shall be 4,500 pounds, at 350 feet per minutes.

Cab size shall be 7’0” x 6’0” x 9’0”H.

Door size shall be 3’6” x 7’0” H.

Service from parking levels P5 through P1 of the Bank of America Building shall be provided by four passenger/service elevators located north of the Bank of America Building in the adjacent Wintergarden Building.

Capacity shall be 3,500 pounds, at 350 feet per minute.

Cab size shall be 7’0” x 6’0” x 9’0”H.

Door size shall be 3’6” x 7’0”H.

2. Corner Building

a. Passenger Elevators: Four passenger elevators shall serve parking levels P5 through P1 and tenant floors 1-6.

Capacity shall be 3,000 pounds, at 350 feet per minute.

Cab size shall be 7’0” x 5’6” x 9’0”H.

Door size shall be 3’6” x 7’0”H.

b. Service Elevators: One service elevator shall serve parking level P2 and tenant floors 1-6.

Capacity shall be 4,500 pounds, at 350 feet per minute.

Cab size shall be 7’0” x 5’6” x 9’0”H.

Door size shall be 3’6” x 7’0”H.

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4. DESIGN PROCESS

Before the Schematic Phase begins, Tenant, Landlord, and Landlord’s Interior Planner shall agree on a specific and complete schedule (the “Tenant Design Schedule”) for each phase of the design process. A separate construction schedule shall be established before actual construction of Tenant’s Improvements shall be allowed to begin.

Planning and construction for the Leased Premises in both Bank of America and Corner Buildings shall be broken into two general phases:

Schematic Phase (Space Plan)

Tenant’s overall requirements for space (number of employees, size of each employee space, storage needs, etc.) shall be reviewed with Landlord’s Interior Planner. The Schematic Plan shall define the layout of the Leased Premises showing the location of all physical features such as walls, doors, etc.

Construction Document Phase (Working Drawings)

Upon approval of the Schematic Plans by Tenant, Landlord’s Interior Planner shall prepare construction documents which shall take the Schematic Plan into the specific and technical portion of the planning process.


A.	Schematic Phase

The following steps shall take place to produce the Schematic Plan:

1. Tenant shall meet with Landlord’s Interior Planner at such times and on as many occasions as Landlord’s Interior Planner considers necessary to review Tenant’s space requirements as described below.

2. Landlord’s Interior Planner shall prepare a Schematic Plan of the Leased Premises based upon the information listed below to be provided by Tenant at the first meeting with Landlord’s Interior Planner. Landlord’s Interior Planner shall confirm that the Schematic Plan meets all current state and local fire, energy, and building codes required by the City of Bellevue. The Schematic Plan shall address the following:

a. The number of personnel to occupy the Leased Premises.

b. The number, size and relationship of private offices.

c. The spatial requirements and functional relationships of all personnel.

d. The conference room requirements, such as number of people to seat, storage requirements, etc.

e. The reception area requirements, such as number of people to seat, etc.

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f. The storage and office support requirements.

g. Any special equipment needs (e.g., computers, etc.)

h. The plumbing requirements, if any.

i. Any future growth requirements.

j. Landlord’s Interior Planner shall work with the Structural, Mechanical, and Electrical Engineers as appropriate.

3. Upon completion of the Schematic Plan, Landlord’s Interior Planner shall review the Schematic Plan with Tenant and Landlord, and shall make such final changes as may be necessary, on or before the deadline established by the Tenant Design Schedule.

4. Tenant shall approve, by signature, three (3) copies of the Schematic Plan, keeping one (1) and returning two (2) to Landlord.


B.	Construction Document Phase

1. When the Schematic Plan has been approved by Tenant and the Lease has been signed, Landlord’s Interior Planner shall prepare the construction documents (hereinafter the “Construction Documents”). Tenant shall provide Landlord’s Interior Planner, with the following information which shall be included in the Construction Documents:

a. The location of all locking hardware on doors.

b. The weight and location of exceptionally-heavy equipment (exceeding 95 pounds per square foot), such as filing cabinets, safes, libraries, etc.

c. The location of all electrical, telephone and computer cable outlets.

d. The location, power requirements, and BTU output for all special machines such as copiers, appliances, computer equipment, etc.

e. The location and identification of all non-standard lighting fixtures used in accordance with the Building Standard lighting layout.

f. The identification of heavy occupancy areas (such as conference rooms, etc.).

g. The location of all sink or plumbing fixtures.

h. The requirements for all built-in cabinetry.

i. The location and size of all slab penetrations.

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2. When the above information has been collected from Tenant, Landlord’s Interior Planner shall prepare the Construction Documents, which shall define the following:

a. The location and type of all partitions.

b. The dimensions of all walls, openings, and other architectural features.

c. The location and dimensions of all slab penetrations or any structural or Building shell modifications.

d. The location and type of all doors and relites.

e. The door and hardware schedule.

f. The location and specifications of paint colors, wall and floor finishes.

g. The reflected ceiling plan locating the ceiling grid and all light fixtures.

h. The power and telephone plan, including all special requirements for the computers and other dedicated circuits.

i. The millwork and cabinet details and their locations.

j. The plumbing requirements.

k. Any HVAC modifications.

l. All corridor entrance details.

m. All appliances and signage.

3. All Tenant signage proposals shall be submitted to Landlord for approval.

4. Landlord shall review, and approve if acceptable, all Construction Documents.

5. Tenant shall review and sign four (4) sets of Construction Documents, subject to pricing by Landlord’s Contractor, keeping one (1) and returning three (3) to Landlord.

6. Landlord’s Interior Planner shall send copies of the approved Construction Documents to Landlord’s Electrical and Mechanical Consultants.

7. Landlord’s Interior Planner shall compile as a total package all final Construction Documents and all engineered documents, including all electrical, mechanical, and structural drawings (where applicable).

8. Landlord shall provide Tenant with a construction cost for Tenant’s Improvements.

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9. Tenant shall give final approval by signing four (4) sets of the total Construction Document package described above, keeping one (1) and returning three (3) sets to Landlord.

10. Landlord shall then, and only then, instruct Landlord’s Contractor to proceed with construction of Tenant’s Improvements.

11. After the Construction Documents have been approved and signed by Tenant, any revisions or changes will require the approval of Landlord. Tenant shall be responsible for all construction costs resulting from any change, all additional space planning costs and shall pay Landlord a coordination fee of fifteen percent (15%) of the cost of the change.

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5. CONSTRUCTION PHASE

1. Prior to commencement of construction, a Construction Schedule shall be established by Landlord and Landlord’s Contractor. Tenant shall be given a copy of the Construction Schedule.

2. Landlord’s Contractor shall obtain all permits necessary for Tenant’s Improvements.

3. After the Construction Documents have been approved by Tenant, Landlord’s Contractor shall improve the Leased Premises per the approved Construction Documents.

4. Changes after Construction Document approval:

a. Tenant-initiated changes to approved Construction Documents after commencement of Tenant’s Improvements may cause delays in occupancy and additional costs to Tenant.

b. Tenant-initiated changes shall be priced by Landlord’s Contractor and approved by Landlord before any work shall be done on such changes. Tenant must direct all requested changes through Landlord.

c. Tenant approval shall be sought for all field changes due to unforeseen site conditions, Landlord’s Contractor shall be given authority by Landlord, however, to make those changes necessary to complete Tenant’s Improvements on a timely basis if contact cannot be made with Tenant.

5. All site visits during the construction of Tenant’s Improvements must be scheduled in advance through Landlord.

6. Upon substantial completion of Tenant’s Improvements, Tenant and Landlord shall jointly inspect the Leased Premises for any deficiencies that may exist and Landlord shall prepare a Punch List noting-any deficiencies thereon of a nature commonly found on a Punch List (as that term is used in the construction industry). The existence of any Punch List items shall not postpone the Commencement Date of the Lease. If Tenant fails or refuses to inspect the Leased Premises, Tenant shall be deemed to have waived any and all rights regarding the condition of the Leased Premises, appurtenances thereto, improvements thereon, and equipment thereof, and Tenant thereafter shall save and hold Landlord harmless as provided in the Indemnification Provisions of the Lease.

7. Tenant shall accept the Leased Premises in writing subject to the Punch List.

8. Landlord’s Contractor shall correct all deficiencies noted on the Punch List within thirty (30) days.

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6. LEASED PREMISES STANDARD SPECIFICATIONS

The Standard Specifications and Details relate to Tenant’s Improvements to be installed in and to the Leased Premises. Unless otherwise approved by Landlord, Tenant’s Improvements shall be designed to and installed in accordance with the following Standard Specifications and Details. (Tenant’s Improvements, however, may not necessarily include all of the following items.) Compliance with the following Standard Specifications and Details will help to minimize construction costs and avoid delays.


A.	Partitions

1. Standard Partition, Details 1 and 2, pages 21-22.

2-1/2” 25-gauge galvanized steel studs @ 24” on center.

Partition height shall be 8’6”.

5/8” gypsum wallboard each side, smooth finish.

Wall terminated at underside of acoustic ceiling.

1/2” reveal to be painted black.

2. Demising Partition, Details 7 and 8, pages 27-28.

2-1/2” 25-gauge galvanized steel studs @ 24” on center.

Partition height shall be 8’6”.

5/8” gypsum wallboard each side, smooth finish.

Continuous acoustical sealant at base of GWB both sides.

Wall terminated at underside of acoustic ceiling

1/2” reveal to be painted black.

2-1/2” USG Thermafiber Sound attenuation batts floor to ceiling in stud cavity.

2-1/2” Thermafiber Sound attenuation blanket 2’0” each side of partition in ceiling plenum.

3. Corridor Partition, Detail 8, page 28.

1 hour construction.

Demising wall one side of corridor, core shaft

wall opposite side, with 1-hour rated ceiling above.

4. Column Finish Treatment, Detail 11, page 31.

5/8” GWB wrapped all exposed sides.

5. Perimeter Walls and Columns, Details 9 and 10, pages 29-30.

Ceiling height shall be 8’6”.

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Sill height shall be 2’5” with 2” aluminum frame at windows.

GWB below sill installed with Tenant Improvements.

6. Mullion Closure, Detail 4, page 24.

1/2” thick x 1-1/2” foam tape at closure.


B.	Doors, Frames, Hardware

B/S wood finish on cherry: Medium stain with multiple coats of hand-rubbed lacquer.

1. Suite Entry Door, Details 12-15, pages 32-35.

3’0” x 7’10” x 1-3/4”.

Cherry, plain sliced, center bookmatched.

20-minute labeled door assembly, smoke tight.

Frame: cherry.

Hardware: US26 D satin chrome

One lockset with lever handles, two pair butts, one closer, wall bumper.

2. Standard Interior Door, Details 12-15, pages 32-35.

3’0” x full height x 1-3/4” .

Door opening size 3’0” x 8’4”.

Cherry, plain sliced, center bookmatched.

Frame: cherry.

Hardware: US26 D satin chrome

One latchset/lockset with lever handles, two pair butts, wall bumper.


C.	Paint

One coat latex primer-sealer.

Two coats latex eggshell emulsion.

Color as selected by Tenant from Leased Premises Standard finish selection.


D.	Floor Covering

Carpet from Leased Premises Standard finish selection.

Leased Premises - 30 ounce cut pile.


E.	Base

Resilient Base, Detail 1, page 21.

4” straight rubber base at carpeted floor.

Color as selected by Tenant from Leased Premises Standard finish selection.


F.	Acoustic Ceiling

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Exposed thin grid system, 2’ x 4’.

Mineral fiber lay-in panels, 2’ x 4’, regular 2’ x 2’ edge detail, fissured pattern.


G.	Mechanical

1. Sprinklers

Flush head.

2. Fire extinguisher and cabinet

Semi-recessed cabinet with 1/2” stainless steel flat trim.


H.	Electrical

1. Fluorescent Light Fixtures

a. Bank of America Building

2’ x 4’ fluorescent, three tubes (octron), 86 watts per fixture total connected load. Deep cell parabolic louver, electronic ballast.

b. Corner Building

2’ x 4’ fluorescent, three tubes, 136 watts per fixture total connected load. Deep cell parabolic louver.

2. Outlets

Wall - mounted 12” above finished floor unless otherwise specified.

3. Telephone Outlets/CRT Outlets

Wall - mounted 12” above finished floor unless otherwise specified.

4. Exit Signs

Universal standard exit fixture with stencil face and arrows as required.

5. Emergency Speakers

Flush mounted, 6-1/2” square frame.

6. Smoke Detectors

Surface-mounted, color off-white.

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LEASED PREMISES STANDARD DETAILS

LIST OF DRAWING SYMBOLS

EXHIBIT E

RULES AND REGULATIONS

1. If Landlord objects in writing to any curtains, blinds, screens or hanging plants or other similar objects attached to or used in connection with any window or door of the Leased Premises, Tenant shall immediately discontinue such use. Tenant shall not place anything against or near glass partitions or doors or windows which may appear unsightly from outside the Leased Premises.

2. The sidewalks, halls, passages, exits, entrances, elevators and stairways shall not be obstructed by Tenant or used for any purpose other than for ingress to and egress from the Leased Premises. The halls, passages, exits, entrances, elevators, stairways, balconies and roof are not for the use of the general public and Landlord shall in all cases retain the right to control and prevent access thereto by all persons whose presence, in the judgment of Landlord, may be prejudicial to the safety, character, reputation or best interests of the Building and its Tenants; provided that nothing herein contained shall be construed to prevent such access to persons with whom Tenant normally deals in the ordinary course of Tenant’s business, unless such persons are engaged in illegal activities. No Tenant and no employees or invitees of any Tenant shall go upon the roof of the Building or any other restricted areas which are so posted.

3. The directory of the Building will be provided exclusively for the display of the name and location of Tenants only, and Landlord reserves the right to exclude any other names therefrom.

4. Tenant shall not employ any person or persons other than the janitor of Landlord for purposes of cleaning the Leased Premises unless otherwise agreed to by Landlord. Except with the written consent of Landlord, no person or persons other than those approved by Landlord shall be permitted to enter the Building for the purpose of cleaning the same. Tenant shall not cause any unnecessary labor by reason of Tenant’s carelessness or indifference in the preservation of good order and cleanliness. Landlord shall not be responsible to any Tenant for any loss of property on the Leased Premises, however occurring, or for any damage done to the effects of any Tenant by the janitor or any other employee or any other person. Janitorial service shall include ordinary using and cleaning by the janitor assigned to such work and shall not include cleaning of carpets or rugs, except normal vacuuming, or moving of furniture or other special services.

5. Landlord will furnish office tenants, free of charge, with two keys to each door lock in the Leased Premises. Landlord may make a reasonable charge for any additional keys. Tenant shall not make or have made additional keys, and Tenant shall not alter any lock or install a new additional lock or bolt on the Leased Premises. Tenant, upon the termination of its tenancy, shall deliver to Landlord the keys to all doors, which have been furnished, or shall pay Landlord therefor.

6. If Tenant requires telegraphic, telephonic, burglar alarm, music or similar services, it shall first obtain, and comply with, Landlord’s instructions in their installation.

7. Any freight elevator shall be available for use by all Tenants in the Building, subject to such reasonable scheduling as Landlord in its discretion shall deem appropriate. No equipment, materials, furniture, packages, supplies, merchandise or other property will be received in the Building or carried in the elevators except between such hours and in such elevators as may be designated by Landlord. All such deliveries shall enter the building through the loading dock on Garage Level P2.

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8. Tenant shall not place a load upon any floor of the Leased Premises which exceeds the load per square foot which such floor was designed to carry and which is allowed by law. Landlord shall have the right to prescribe the weight, size and position of all equipment, materials, furniture or other property brought in to the Building. Heavy objects shall, if considered necessary by Landlord, stand on such platforms as determined by Landlord to be necessary to properly distribute the weight. Business machines and mechanical equipment belonging to Tenant, which cause noise or vibration that maybe transmitted to the structure of the Building or to any space therein to such a degree as to be objectionable to Landlord or to any tenants in the Building, shall be placed and maintained by Tenant, at Tenant’s expense, on vibration eliminators or other devices sufficient to eliminate noise or vibration. The person employed to move such equipment in or out of the Building must be acceptable to Landlord. Landlord will not be responsible for loss of, or damage to, any such equipment or other property from any cause, and all damage done to the Building by maintaining or moving such equipment or other property shall be repaired at the expense of the Tenant.

9. Tenant shall not use or keep in the Leased Premises any kerosene, gasoline or other flammable or combustible fluid or material other than those limited quantities necessary for the operation and maintenance of office equipment and cash registers. Tenant shall not use or permit to be used in the Leased Premises any foul, toxic or noxious gas or substance, or permit or allow the Leased Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors or vibrations, nor shall Tenant bring into or keep in or about the Leased Premises any birds or animals.

10. Tenant shall not use any method of heating or air-conditioning other than that supplied or approved by Landlord.

11. Tenant shall not waste electricity, water or air-conditioning and agrees to cooperate fully with Landlord to assure the most effective operation of the Building’s heating and air-conditioning and to comply with any governmental energy-saving rules, laws or regulations of which Tenant has actual notice, and shall refrain from adjusting controls. Tenant shall close window Coverings and turn off lights at the end of each business day.

12. Landlord reserves the right, exercisable with thirty (30) days’ notice and without liability to Tenant, to change the name and street address of the Building.

13. Between the hours of 6 p.m. and 7 a.m. the following day, or such other hours as may be established from time to time by Landlord, and on Sundays and legal holidays, Landlord reserves the right to exclude from the Building any person unless that person is known to the person or employee in charge of the Building and has a pass or is properly identified. Tenant shall be responsible for all persons for whom it requests passes and shall be liable to Landlord for all acts of such persons. Landlord shall not be liable for damages for any error with regard to the admission to or exclusion from the Building of any person. Landlord reserves the right to prevent access to the Building in case of invasion, mob, riot, public excitement or other commotion by closing the doors or by other appropriate action.

14. Tenant shall close and lock the doors of the Leased Premises and entirely shut off all water faucets or other water apparatus, and electricity, gas or air outlets before Tenant and its employees leave the Leased Premises. Tenant shall be responsible for any damage or injuries sustained by other tenants or occupants of the Building or by Landlord for noncompliance with this rule.

15. Tenant shall not accept barbering or bootblacking service upon the Leased Premises.

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16. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein. The expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by the Tenant who, or whose employees or invitees, shall have caused it.

17. Tenant shall not use the Leased Premises for any business or activity other than that specifically provided for in Tenant’s Lease.

18. Tenant shall not install any radio or television antenna, loudspeaker or other device on the roof or exterior walls of the Building. Tenant shall not interfere with radio or television broadcasting or reception from or in the Building or elsewhere.

19. Tenant shall not mark, drive nails, screw or drill into the partitions, woodwork or plaster or in any way deface the Leased Premises or any part thereof. Landlord reserves the right to direct electricians as to where and how telephone and telegraph wires are to be introduced to the Leased Premises. Tenant shall not cut or bore holes for wires. Tenant shall not affix any floor covering to the floor of the Leased Premises in any manner except as approved by Landlord. Tenant shall repair any damage resulting from noncompliance with this rule.

20. Canvassing, soliciting and distribution of handbills or any other written material, and peddling in the Building are prohibited, and Tenant shall cooperate to prevent same.

21. Landlord reserves the right to exclude or expel from the Building any person who, in Landlord’s judgment, is intoxicated or under the influence of liquor or drugs or who is in violation of any of the Rules and Regulations of the Building.

22. Tenant shall store all its trash and garbage within the Leased Premises. Tenant shall not place in any trash box or receptacle any material which cannot be disposed of in the ordinary and customary manner of trash and garbage disposal. All garbage and refuse disposal shall be made in accordance with directions issued from time to time by Landlord.

23. The Leased Premises shall not be used for any improper, immoral or objectional purpose. No cooking shall be done or permitted by Tenant on the Leased Premises, except that use by Tenant of Underwriters’ Laboratory-approved equipment such as equipment used for brewing coffee or dispensing hot water, and standard household refrigerators and microwave ovens shall be permitted, provided that such equipment and use is in accordance with all applicable federal, state, county and city laws, codes, ordinances, rules and regulations and in accordance with the use clause in Tenant’s Lease.

24. Tenant shall not use in any space or in the public halls of the Building any hand trucks except those equipped with rubber tires and side guards or such other material-handling equipment as Landlord may approve. Tenant shall not bring any other vehicles of any kind into the Building.

25. Without the written consent of Landlord, Tenant shall not use the name of the Building in connection with or in promoting or advertising the business of Tenant except as Tenant’s address.

26. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by Landlord or any governmental agency.

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27. Tenant assumes any and all responsibility for protecting the Leased Premises from theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the Leased Premises closed.

28. The requirements of Tenant will be attended to only upon appropriate application to the office of the Building by an authorized individual. Employees of Landlord shall not perform any work or do anything outside of their regular duties, unless under special instructions from Landlord, and no employee of Landlord will admit any person (Tenant or otherwise) to any office without ‘specific instructions from Landlord.

29. Tenant shall not park its vehicles in any parking areas designated by Landlord as areas for parking by visitors to the Building. Tenant shall not leave vehicles in the Building parking areas overnight nor park any vehicles in the Building parking areas other than automobiles, motorcycles, motor driven or non-motor driven bicycles or four-wheeled trucks.

30. Landlord may, as Landlord in its sole discretion may deem appropriate, temporarily waive any one or more of these Rules and Regulations in favor of Tenant or any other tenant, but no such waiver of such Rules and Regulations in favor of Tenant or any other tenant, shall prevent Landlord from thereafter enforcing any such Rules and Regulations against Tenant or any or all of the tenants in the Building.

31. These Rules and Regulations are in addition to, and shall not be construed to in any way modify or amend, in whole or in part, the terms, covenants, agreements and conditions of any lease of premises in the Building.

32. Landlord reserves the right to charge and/or make such other reasonable Rules and Regulations as, in its judgment, may from time to time be appropriate, desired or needed for safety and security, for care and cleanliness of the Building, and for the preservation of good order therein. Tenant agrees to abide by all such Rules and Regulations hereinabove stated and any additional rules and regulations which are adopted.

33. Landlord shall have the right to prohibit any advertising by Tenant which, in Landlord’s opinion, tends to impair the reputation of Bellevue Place or its desirability as a first-class office and retail complex and upon written notice from Landlord, Tenant shall refrain from or discontinue such advertising.

34. The word “Building” as used herein means the entire Bellevue Place development of which the Leased Premises are a part.

35. Tenant shall be responsible for the observance of all the foregoing rules by Tenant’s employees, agents, clients, customers, invitees and guests.

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EXHIBIT F

BELLEVUE PLACE TRANSPORTATION MANAGEMENT AGREEMENT


I.	OBJECTIVES

This Agreement describes the transportation management program for Bellevue Place. The objectives of this program are to:


A.	Make best use of the available parking supply;


B.	Control peak hour employee traffic generated by the project;


C.	Support the City’s transportation goals for downtown Bellevue; and

D. Provide a flexible program that allows adjustment to changing circumstances and patterns of success.


E.	To prevent a parking shortfall and spillover when the Building is 95% occupied.


II.	DEFINITIONS

A. Carpool . An employee vehicle, registered with the TMA, carrying two or more persons (of which at least two must be full-time Bellevue Place employees) to and from work on a regular basis.

B. Employee . A full-time employee whose place of work is Bellevue Place.

C. Employee Vehicle . A motor vehicle driven by a Bellevue Place employee.

D. Employer . A tenant of Bellevue Place with one or more employees.

E. Percent Occupancy . The percent of net rentable floor area actually occupied by tenants at any given time.

F. PM Peak Hour . The hour of highest traffic volume on streets adjacent to Bellevue Place in the p.m. peak period; this is currently defined as 4:30 to 5:30 p.m.

G. Net Rentable Floor Area . As defined in BCC 20.50.020.

H. Vanpool . An employee vehicle, registered with the TMA, carrying 5 or more persons (of which at least 4 must be full-time Bellevue Place employees) to and from work on a regular basis.


III.	CONDITIONS

A. The property owner shall seek to achieve “target maximums” for p.m. peak hour outbound employee vehicle trips and peak employee parking demand. These target maximums are related to building occupancy and will recognize the greater effectiveness of a Transportation Management Program (TMP) when building occupancies are higher. The target maximums are shown in Table 1.

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Achievement toward target maximums will be evaluated every year beginning with the first October after reaching 50% occupancy and continuing until:

1. 4 years after 50% occupancy is reached, or

2. 6 years after the temporary certificate of occupancy is issued, whichever is later.

Table 1. Target Maximums



Target Maximums
Project Occupancy	Employee Vehicles Parked	Peak Hour Outbound Employee Vehicle Trips (PM)

0 to 49% Occupancy	(no targets)	(no targets)
50.0 to 54.9%	783	597
55.0 to 59.9%	829	632
60.0 to 64.9%	873	666
65.0 to 69.9%	918	700
70.0 to 74.9	962	734
75.0 to 79.9%	1003	765
80.0 to 84.9%	1044	797
85.0 to 89.9%	1083	826
90.0 to 94.9%	1117	852
95.0 to 100% (full Occupancy)	1117	852

B. The property owner shall measure peak hour outbound employee vehicle trips and peak employee parking demand every year, beginning with project occupancy and continuing until no longer required by the City of Bellevue and TMA. Measurements will be made by the TMA or other party approved by the City of Bellevue. The measurements shall be repeated annually during the month of October.

Peak hour employee traffic exit volumes will be counted manually or with the use of the mechanical exit control devices if possible. Employee parking demand will be counted during the peak period of accumulation or with the use of the mechanical garage control gate, if possible. These employee exit volumes and employee parking demands will be counted on 5 October weekdays, Tuesday through Thursday, selected by the TMA or other party jointly approved by the City and property owner. These selected days will exclude days of unusual events and may be modified by mutual agreement. (An example would be a day on which a large banquet meeting was expected to end during the p.m. peak hour). The mean of the five counts will be used for average employee vehicles parked and for average p.m. peak hour outbound employee vehicle trips.

Project occupancy will be recorded at the time of the parking and traffic surveys for use in evaluating the achievement toward target maximums. Project occupancy will be based on the percent of net rentable floor area occupied.

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C. The property owner shall implement the Transportation Management program described herein to meet the objectives. This Transportation Management Program shall consist of a Base Level of activity and Activity Levels 1, 2 and 3.

D. The Transportation Management program shall provide a base level of activity. The base level of activity will begin with project occupancy and continue until no longer required by the City of Bellevue. In the base level of activity, the property owner shall agree that:

1. The property owner shall assign overall management responsibilities for transportation management services to a Transportation Management Association. Preferably, this would be the existing Bellevue TMA. However, if the Bellevue TMA should not be willing or able to perform, an on-site TMA would be established. The transportation services are subject to agreement by the TMA and will be based on operating costs for the TMA. The TMA’s responsibilities would include:

a. Serve as the Bellevue Place Transportation Coordinator. The coordinator will take the lead in initiating and maintaining Bellevue Place Transportation Management program and will work in collaboration with the designated representatives of owners, tenants and Metro.

b. Establish and maintain the Commuter Information Center.

c. Provide for certification of carpools and vanpools.

d. Administer the transit, carpool, and vanpool incentive payments, if any.

e. Provide periodic distribution of information materials (desk-top, door-to-door) such as, but not limited to, transit, carpool/vanpool, and flex-time promotional materials as well as information concerning parking rates, vanpool rates, or seasonal commuting information.

f. Provide semi-annual, building-wide promotions of High Occupancy Vehicle (HOV) travel and alternative work scheduling, such as flex-time, in collaboration with Metro. This may include underwriting and implementing special events related to Transportation Fairs or promotion.

g. Coordinate the employee travel/parking survey, previously described in paragraph III B of this agreement.

h. Provide new employees in the building with an orientation to the transportation incentives offered by Bellevue Place.

i. Coordinate with Metro for support services that could include Transportation Coordinator training sessions, program promotion services, and on-site displays and presentations.

j. j. Report on a periodic basis the results of the program to both the Owner/Developer and the City of Bellevue.

2. Both owners and tenants shall be member participants in the TMA. Membership will require a pledge of good faith efforts and payment of dues on the following basis:

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October and will be made using the same methods as for measuring target maximums. Dues will become effective on the January 1st following the October survey defined in paragraph III.B, based, on the results of such study. During the first year, or portion thereof, prior to the first January following the first October survey defined in paragraph IIIB, the number of peak hour outbound employee vehicle trips will be estimated based on average projected occupancy for the year. Annual dues will be by year starting with initial occupancy, as shown below, in Table 2:



Table 2. Annual TMA Dues Schedule for Peak Hour Outbound Employee Vehicle Trips

1st Year (or portion of)	$42/p.m. peak hour outbound trip
2nd Year	$37
3rd Year	$32
4th Year	$28
5th Year & Beyond	$24

In the event the Bellevue TMA provides these services, then in recognition of lower occupancies during the first years, these dues may be prepaid advances to the Bellevue TMA of up to $8,000 per quarter year up to an aggregate total not to exceed $60,000. These advances may be provided for any quarter year up to the end of 1990, and will be used only for direct expenses and allocated overhead related to the Bellevue Place Transportation Management program. Any such advance will be credited toward future dues payments.

b. Employer tenants, except the hotel, shall pay TMA dues at the rate of $10.00 per month for each additional employee parking space leased from the property owner in excess of 2 spaces per 1,000 net rentable floor area. This fee will be in addition to the normal parking rate charges. Should the Owner not wish to pass this responsibility on to his employer tenants, then he shall assume this responsibility to the TMA.

c. The purpose of these dues is to support the services and overhead related to the Bellevue Place Transportation Management program. In the event these services are provided by the existing Bellevue TMA, the Bellevue TMA shall reduce these dues if they are in excess of need. The dues may be raised only by the mutual consent of the Bellevue TMA and the property owner.

d. In the event the TMA services described are provided by the existing Bellevue TMA, Bellevue Place will have a continuing option to withdraw from the Bellevue TMA. For example, if Bellevue Place can, in its judgment, provide its own TMA that is equivalent or better at comparable lower costs, it may withdraw and firm its own TMA.

Continuing participation will also be contingent upon the Bellevue TMA also receiving by early 1989 significant funds on an ongoing basis from other sources in downtown Bellevue. If, by then, this other funding is not at least equal to twice the Bellevue Place share, then Bellevue Place may choose, at its option, to drop out of the Bellevue TMA and create its own project TMA. This project TMA would perform similar functions, and would not change the other aspects of the program. Withdrawal would take effect six months after giving such notice.

3. The property owner shall maintain a number of set-aside carpool and vanpool spaces sufficient to serve demand but not to exceed 224 spaces. Carpool or vanpool spaces not used by 9:30 a.m.

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may be released for other uses. Spaces will be reserved for carpools and vanpools that are registered with the building transportation coordinator of TMA.

4. The property owner shall charge for employee parking at current downtown Bellevue market rates, but in no case at a rate less than the then current Metro two-zone pass.

E. The property owner shall implement levels of activity 1, 2 and 3 for calendar year beginning January 1st if target maximums measured in the previous October counts (defined in paragraph III.B) were not achieved.

1. Level 1 shall be implemented by the property owner the first calendar year following each October count (defined in paragraph III.B) in which maximums were not met. For example, if the project occupancy is between 60 and 65% and either the peak parking or outbound peak hour employee vehicles is greater than specified in the target maximum, level 1 activity would be triggered. Level 1 activity will be a continuation of base level activities plus:

a. The property owner, through the TMA, will make available discounted transit passes to full-time Bellevue Place employees. The amount of the discount will be 14% of the then current cost of a Metro two-zone pass, rounded to the nearest dollar. The number of discounted transit passes will not exceed the minimum number of transit riders needed to meet the targets (at project full-occupancy, this would be a maximum of 450 persons including up to 150 for hotel employees; at intermediate stages, the maximum would be as shown in Table 3).

Table 3.

Maximum Transit Pass, Subsidies and Parking Discount



Project Occupancy	Maximum Number of Parking Discounts	Maximum Number of Transit Pass Subsidies
0 to 49.9%	0	0
50 to 54.9%	72	144
55 to 59.9%	87	176
60 to 64.9%	103	207
65 to 69.9%	119	238
70 to 74.9%	137	274
75 to 79.9%	157	315
80 to 84.0%	175	351
85 to 89.9	199	400
90 to 94.9%	224	450
95 to 100% (full)	224	450

2. The property owner, through the TMA, will make available discounted parking permits for full-time Bellevue Place employees. The amounts of the discount for carpools will be 16.7% of the then current Bellevue Place monthly parking rates, rounded to the nearest dollar. For vanpools, the discount will be 33.3% of the then current Bellevue Place monthly parking rates, rounded to the nearest dollar. The number of discounted permits will not exceed the minimum number of rideshare vehicles needed to meet the targets (at project full-occupancy, this would be a maximum of 224 vehicles; at intermediate stages, this would be as shown in Table 3).

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Level 2 activity shall be implemented by the property owner in the calendar year following the second consecutive October measurement in which target maximums were not achieved. Level 2 activity will be a continuation of the base activity level plus:

a. The property owner, through the TMA, will make available discounted transit passes to full-time Bellevue Place employees. The amount of the discount will be 28% of the then current cost of a Metro two-zone pass, rounded to the nearest dollar. The number of discounted transit passes will not exceed the minimum number of transit riders needed to meet the targets (at project full-occupancy, this would be a maximum of 450 persons including up to 150 for hotel employee; at intermediate stages, the maximum would be as shown in Table 3).

b. The property owner through the TMA, will make available discounted parking permits for full-time Bellevue Place employees. The amount of the discount for carpools will be 33.3% of the then current Bellevue Place monthly parking rates, rounded to the nearest dollar. For vanpools, the discount will be 66.7% of the then current Bellevue Place monthly parking rates, rounded to the nearest dollar. The number of discounted permits will not exceed the minimum number of rideshare vehicles needed to meet the targets (at project full-occupancy, this would be a maximum of 224 vehicles; at intermediate stages, this would be as shown in Table 3).

3. Level 3 activity shall be implemented by the property owner in the calendar year following a third consecutive October measurement (defined in paragraph III.B) in which target maximums were not achieved. Level 3 activity will be a continuation of the base level of activity plus:

a. The property owner, through the TMA, will make available discounted transit passes to full-time Bellevue Place employees. The amount of the discount will be 42% of the then current cost of a Metro two-zone pass, rounded to the nearest dollar. The number of discounted transit passes will not exceed the minimum number of transit riders needed to meet the targets (at project full-occupancy, this would be a maximum of 450 persons including up to 150 for hotel employees; at intermediate stages, the maximum would be as shown in Table 3).

b. The property owner through the TMA, will make available discounted parking permits for full-time Bellevue Place employees. The amount of the discount for carpools will be 50% of the then current Bellevue Place monthly parking rates, rounded to the nearest dollar. For vanpools, the discount will be 100.0% of the then current Bellevue Place monthly parking rates, rounded to the nearest dollar. The number of discounted permits will not exceed the minimum number of rideshare vehicles needed to meet the targets (at project full-occupancy, this would be a maximum of 224 vehicles; at intermediate stages, this would be as shown in Table 3).

4. In the calendar year following an October count (defined in paragraphs III.B) in which both targets were achieved, the level of activity may drop by one level (from Level 2 to Level 1, for example) but not lower than the Base Level. The activity levels cannot drop or rise by more than one level per year except at the termination of the target maximum program. The end of the target maximum program will occur 4 years after the project reaches 50% occupancy or 6 years after the temporary certificate of occupancy is issued; whichever is later (as described in Section A). At the termination of the target maximum program, the activity levels will return to the base level.

5. If the experience shows that the relative use among transit, carpool and vanpool are different than expected, the number of transit passes subsidized or parking discounts offered can be modified so long as the maximum applicable expenditure would not exceed that required by paragraphs III.B(1), (2) and (3).

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F. The property owner or applicant shall annually provide an assurance bond as a guarantee that the required financial incentives described in activity levels 1, 2, and 3 will be provided. This assurance bond will equal the cost of the maximum incentive levels and property owner dues that could be required for the following year.

The amount included in the assurance bond will be determined in October when the level of activity required is determined. The bond would be issued by the following January 1st.

A claim may be made on the bond only if and to the extent that the property owner fails to provide the required level of subsidies and dues.

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DEFINITION OF TERMS

Outbound Vehicle Trip-ends. A vehicle that exits at any parking area at Bellevue Place and enters an adjacent street.

On-site Employee Parking. Parking for part- or full-time employees of the project located within the project.

On-site Short-term Parking. Parking within the project that is restricted for use by visitors, clients, shoppers and hotel use.

P.M. Peak Hour of Traffic. The hour with the highest two-way traffic volumes on streets adjacent to the project during the p.m. peak period.

Peak Hour of Parking Accumulation. The hour with the highest number of vehicles parked.

Project Occupancy. The percent of the project space that is leased and occupied based on the percent of net square feet and excludes hotel occupancy.

Parking Limits. The maximum number of parking spaces that can be allocated for employee parking.

P.M. Peak Hour Outbound Employee Vehicle Trip Limits. The maximum number of employee vehicle trips that are allowed to exit the project during the p.m. peak hour of traffic:

Target Maximum. A limit on the number of p.m. peak hour outbound employee vehicle trips and the number of parking spaces used for employee parking that is applied prior to full project occupancy but only after the occupancy of the project reaches 50% (excluding the hotel).

Achievement of Target Maximum. A target maximum is achieved when both intermediate employee parking and p.m. peak hour employee vehicle trip limits that were established for a percent of project occupancy are not exceeded.

Transportation Management Program. An assortment of policies and activities designed to discourage single occupancy vehicle (SOY) use by employees and peak hour vehicle trips generated by the project.

Transportation Management Association. An organization devoted to promoting transportation management programs as well as other transportation issues.

Base Level of Activity. The elements of the ongoing transportation management program which will be required of project owners and tenants and provided for employees.

Level 1 Activity. A specific financial contribution required by the building owner for transit pass subsidies and parking discounts that are offered to employees if target maximums are not achieved the first time.

Level 2 Activity. A specific financial contribution required by the building owner for transit pass subsidies and parking discounts that are offered to employees if target maximums are not achieved the second consecutive time.

Level 3 Activity. A specific financial contribution required by the building owner for transit pass subsidies and parking discounts that are offered to employees if target maximums are not achieved the third consecutive time.

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TMA Membership Dues. Fees required to be paid by the building owners and tenants to the TMA in return for the TMA providing transportation management program services.

Assurance Bond. A financial commitment made by the property owner or applicant to the City of Bellevue that will be forfeited if property owner or applicant fails to make financial contributions required in Level 1, 2, or 3 Activities.

Transit Pass Subsidies. A financial contribution to employees through a discount for monthly Metro, Community Transit or other transit passes.

Carpool and Vanpool Parking Discounts. Lower prices relative to SOV employee parking rates offered by the building owner or applicant to employees who commute in a registered vanpool of S or more persons.

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EXHIBIT G

TENANT ESTOPPEL CERTIFICATE

_____________, 201_

Metropolitan Life Insurance Company

400 S. El Camino Real, 8 ^th Floor

San Mateo, California 94402

Gentlemen:

The undersigned, _____________________________ (“Tenant”), as tenant under a lease (the “Lease”) of certain premises dated ______________ executed by Tenant and Bellevue Place Office Building I Limited Partnership (“Landlord”), does hereby state, declare, represent and warrant as follows:

1. The copy of the Lease attached hereto as Exhibit A is a true and correct copy of the Lease and the Lease is in full force and effect and has not been amended, supplemented or changed, except as follows [if none, so state]:

2. Tenant has accepted possession of the premises demised under the Lease, and all items of an executory nature have been completed under the terms of the Lease, including, but not limited to, completion of construction of the demised premises (and all other improvements required under the Lease) in accordance with applicable plans and specifications and within the time periods set forth in the Lease and otherwise in accordance with the Lease, and payment of any improvement allowance or other funds owing by Landlord to Tenant. Tenant further acknowledges that the term commenced on ___________ and shall expire on ___________, unless sooner terminated or extended in accordance with the terms of the Lease.

3. No default or event that with the passing of time or the giving of notice, or both, would constitute a default (referred to herein collectively as a “default”) on the part of the undersigned exists under the Lease in the performance of the terms, covenants and conditions of the Lease required to be performed on the part of the undersigned.

4. No default on the part of Landlord exists under the Lease in the performance of the terms, covenants and conditions of the Lease required to be performed on the part of Landlord.

5. Tenant has no option or right to purchase the property of which the premises are a part, or any part thereof.

6. No rentals are accrued and unpaid under the Lease.

7. No prepayments of rentals due under the Lease have been made and no security or deposits as security have been made thereunder, except as set forth in the Lease.

8. The undersigned has no defense as to its obligations under the Lease and claims no setoff or counterclaim against Landlord.

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9. The undersigned has not received notice of any assignment, hypothecation, mortgage, or pledge of Landlord’s interest in the Lease or the rents or other amounts payable thereunder.

10. The undersigned agrees to notify you of any default on the part of Landlord under the Lease which would entitle the undersigned to cancel the Lease or to abate the rent payable thereunder, and further agrees that, notwithstanding any provisions of the Lease, no notice or cancellation thereof shall be effective unless you have received said notice and have failed within thirty (30) days after the expiration of the cure period provided to Landlord under the Lease to cure or commence to cure the default which gave rise to the notice of cancellation.

11. The undersigned understands and acknowledges that you are about to Make a loan to Landlord and receive as part of the security for such loan (i) a Deed of Trust, Security Agreement and Fixture Filing encumbering Landlord’s fee interest in the property of which the leased premises are a portion and the rents, issues and profits of the Lease and (ii) an Assignment of Leases which affects the Lease, and that you are relying upon the representations and warranties contained herein in making such loan.



By
Name:
Its:

By
Name:
Its:

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EXHIBIT A

TO TENANT ESTOPPEL CERTIFICATE

Copy of Lease and Amendments to Lease

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EXHIBIT H

SUBORDINATION AGREEMENT

WHEN RECORDED RETURN TO:

PERKINS COIE LLP

Attention: Craig S. Gilbert

10885 NE Fourth Street, Suite 700

Bellevue WA 98004-5579

SUBORDINATION AGREEMENT

____________________, a ________ corporation, as Tenant under that certain Lease dated ___________, 201_, wherein Tenant leases from Bellevue Place Office Building I Limited Partnership, as Landlord, certain premises which are part of Bellevue Place, which is more particularly described in Exhibit “A” attached hereto and made a part hereof, hereby subordinates the Lease and all of its rights and interests in and to the Leased Premises to that certain Reciprocal Easement Agreement dated September 11, 1987 and recorded on September 16, 1987, under King County Recorder’s No. 8709160449, records of King County, Washington as amended from time to time.

DATED this ________ day of _________, 201_.



TENANT:


By

	Its President

By

	Its Secretary

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STATE OF WASHINGTON	)
	) ss.
COUNTY OF KING	)

On this ______ day of _______________, 201_, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared _______________ and _______________, to me known to be the President and Secretary of ___________________, a _________ corporation, the corporation named in and which executed the foregoing instrument; and they acknowledged to me that they signed the same as the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, being authorized so to do.

WITNESS my hand and official seal the day and year in this certificate above written.



	NOTARY PUBLIC in and for the
	State of Washington, residing
(SEAL)	at
	My commission expires	.



STATE OF WASHINGTON	)
	) ss.
COUNTY OF KING	)

On this ______ day of _______________, 201_, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared _______________ known to me to be the individual named in and who executed the foregoing document, and acknowledged to me that he/she signed the same as his/her free and voluntary act and deed for the uses and purposes therein mentioned.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written.



	NOTARY PUBLIC in and for the
	State of Washington, residing
(SEAL)	at
	My commission expires	.

- 2 -

EXHIBIT A

LEGAL DESCRIPTION OF BELLEVUE PLACE

Lots 1, 3, 4 and 5 of Boundary Line Adjustment No. 07-117859, recorded in King County, Washington on November 29, 2007, under recording number 20071129900004.

- 3 -

FIRST LEASE ADDENDUM

THIS FIRST LEASE ADDENDUM is made this 30 ^th day of December, 2011, by and between BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company (“Landlord”), successor in interest to BELLEVUE PLACE OFFICE BUILDING I LIMITED PARTNERSHIP (“BPOB”), and SMARTSHEET.COM, INC., a Washington corporation (“Tenant”).

RECITALS

A. BPOB and Tenant entered into a nonresidential Lease dated December 7, 2010 (the “Lease”), for certain space on the fifteenth (15 ^th ) floor of the Bank of America Building at Bellevue Place, Bellevue, Washington, which leased space is commonly referred to as Suite 1550 and more specifically described in the Lease.

B. Landlord and Tenant intend, by the execution and delivery of this First Lease Addendum, to amend and supplement the Lease in certain material respects, which includes (i) relocating Tenant from Suite 1550 to Suite 1750 on the seventeenth (17 ^th ) floor of the Bank of America Building; (ii) providing for Tenant’s acceptance of Suite 1750; (iii) revising Tenant’s Share; (iv) providing for certain Options to Extend the Lease Term; (v) providing for Landlord’s Improvement Contribution; and (vi) providing for parking.

C. Unless otherwise noted, all capitalized terms herein have the same meanings as set forth in the Lease.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant hereby amend and supplement the Lease as follows:

1. Section 1 - Basic Lease Data, Terms and Exhibits . The following provisions of Section 1 of the Lease are hereby amended in their entirety and/or added to read as follows:


1.1	Landlord . Bellevue Place Office, LLC, a Washington limited liability company


1.4	Principal Business Address of Tenant . 10500 NE 8 ^th Street, Suite 1750, Bellevue, Washington 98004.

1.6 Leased Premises . Upon the Commencement Date for Suite 1750 (defined below), which Suite 1750 is as and where shown on Exhibit “C” attached hereto, which Exhibit “C” shall replace Exhibit C in the Lease.

1.7 Rentable Area of the Leased Premises .

(a) Suite 1550 : Three thousand one hundred twenty-two (3,122) square feet, from the Commencement Date of the Lease through and including the day prior to the Commencement Date for Suite 1750; and

(b) Suite 1750 : Five thousand four hundred forty-three (5,443) square feet, from the Commencement Date for Suite 1750, through and including the Expiration Date of the Lease.

1.9 Tenant’s Share . Sections 1.9(a) and (b) for Suite 1750 are hereby added at the

end of Section 1.9 of the Lease to read as follows:

Suite 1750 [Based on 5,443 square feet]

(a) Operating, Repair and Maintenance Expenses for the Bank of America Building and the Corner Building: One point three one percent (1.31%) based on 413,664 rentable square feet pursuant to Section 1.8(a) of the Lease; and

(b) Operating, Repair and Maintenance Expenses for Bellevue Place: One point one zero percent (1.10%) based on 492,932 rentable square feet pursuant to Section 1.8(b) of the Lease.

1.10 Rent :

(a) The reference to “January 31, 2012” in the first paragraph of Section 1.10 of the Lease is hereby amended to read “the day prior to the Commencement Date for Suite 1750”.

(b) The second paragraph of Section 1.10 of the Lease is amended in its entirety and added to read as follows:

[Based on 5,443 rentable square feet]

From and including the Commencement Date for Suite 1750 through and including January 31, 2013, Rent shall be Twenty-one and 00/100 Dollars ($21.00) per Rentable Area of the Leased Premises for Suite 1750 per annum or Nine Thousand Five Hundred Twenty-five and 25/100 Dollars (9,525.25) per month.

From and including February 1, 2013 through and including April 30, 2013, the Rent shall be Twenty-two and 00/100 Dollars ($22.00) per Rentable Area of the Leased Premises for Suite 1750 per annum or Nine Thousand Nine Hundred Seventy-eight and 83/100 Dollars ($9,978.83) per month.

1.14

Security Deposit . Fifteen Thousand One Hundred Ninety-five and 00/100 Dollars ($15,195.00); Six Thousand Three Hundred Seventy-four and 08/100 Dollars ($6,374.08) of which is currently being held by Landlord and the balance of Eight Thousand Eight Hundred Twenty and 92/100 Dollars ($8,820.92) shall be paid to Landlord upon Tenant’s execution of this First Lease Addendum. If Tenant exercises its option to extend the Lease, the Security Deposit shall increase to Sixteen Thousand Five Hundred Fifty-five and 00/100 Dollars ($16,555.00) for the remainder of the Lease Term.


1.18	Commencement Date for Suite 1750 . The earlier of (i) February 1, 2012, or (ii) Tenant’s occupancy of the Leased Premises for business purposes; provided, however, Tenant shall receive reasonable prior access to Suite 1750 for the sole purpose of installing data and telephone cabling and furniture.

2. Tenant’s Acceptance of Suite 1750 . Tenant has inspected Suite 1750 and, subject to Landlord’s repair and maintenance obligations set forth in the Lease, accepts the same in its current condition and waives the right to make any claim against Landlord for any matter directly or indirectly

arising out of the condition of Suite 1750, appurtenances thereto, the improvements thereon and the equipment thereof. LANDLORD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR HABITABILITY. Landlord shall remove, at its sole cost and expense, the instant hot water dispenser located in the kitchen of the Leased Premises.

3. Surrender of Suite 1550 . Notwithstanding anything in the Lease to the contrary, upon the Commencement Date for Suite 1750, Tenant shall surrender Suite 1550 AS IS and in broom clean condition.

4. Option to Extend Lease Term . During the period commencing January 1, 2012, through and including October 31, 2012 (the “Exercise Period”), Tenant may elect to exercise one of the following options to extend the Lease Term by providing written notice of such election to Landlord:

(a) Extend the Lease Term for One (1) Year. Tenant shall have a one time option to extend the Lease Term for one (1) year (the “ Extension Option No. 1 ”), to and including April 30, 2014. Monthly Rent during Extension Option No. 1 shall be Twenty-two and 50/100 Dollars ($22.50) per square foot of Rentable Area of the Leased Premises or Ten Thousand Two Hundred Five and 63/100 Dollars ($10,205.63) per month; or

(b) Extend the Lease Term for Three (3) Years. Tenant shall have a one time option to extend the Lease Term for three (3) years (the “ Extension Option No. 2 ”), to and including April 30, 2016. Monthly Rent during Extension Option No. 2 shall be as follows:

(i) Months 1 - 12: $25.00 per square foot of Rentable Area of the Leased Premises or Eleven Thousand Three Hundred Thirty-nine and 58/100 Dollars ($11,339.58) per month;

(ii) Months 13 - 24: $26.00 per square foot of Rentable Area of the Leased Premises or Eleven Thousand Seven Hundred Ninety-three and 17/100 Dollars ($11,793.17) per month; and

(iii) Months 25-36: $27.00 per square foot of Rentable Area of the Leased Premises or Twelve Thousand Two Hundred Forty-six and 75/100 Dollars ($12,246.75) per month; or

(c) Extend the Lease Term for Four (4) Years. Tenant shall have a one time option to extend the Lease Term for four (4) years (the “ Extension Option No. 3 ”), to and including April 30, 2017. Monthly Rent during Extension Option No. 3 shall be as follows:

(i) Months 1 - 12: $24.50 per square foot of Rentable Area of the Leased Premises or Eleven Thousand One Hundred Twelve and 79/100 Dollars ($11,112.79) per month;

(ii) Months 13 - 24: $25.25 per square foot of Rentable Area of the Leased Premises or Eleven Thousand Four Hundred Fifty-two and 98/100 Dollars ($11,452.98) per month;

(iii) Months 25 - 36: $26.00 per square foot of Rentable Area of the Leased Premises or Eleven Thousand Seven Hundred Ninety-three and 17/100 Dollars ($11,793.17) per month; and

(iv) Months 37 - 48: $26.75 per square foot of Rentable Area of the Leased Premises or Twelve Thousand One Hundred Thirty-three and 35/100 Dollars ($12,133.35) per month.

Notwithstanding anything in the foregoing to the contrary, Extension Option No. 1, or Extension Option No. 2 or Extension Option No. 3 (collectively referred to as the “Extension Option”) may not be exercised during any period in which Tenant is in default under any provision of the Lease until said default has been fully cured. Time is of the essence. If Tenant fails to exercise any Extension Option during the Exercise Period, the Extension Option shall thereafter be deemed null and void and of no further force or effect. The Exercise Period shall not be extended or enlarged by reason of Tenant’s inability to exercise such rights because of the foregoing provisions. All rights of Tenant to the Extension Option shall terminate and be of no further force or effect, even after Tenant’s due and timely exercise thereof, if, after such exercise, but prior to the commencement date of the Option Period, Tenant defaults under the terms of the Lease which default is not cured within any applicable cure period.

The Extension Option shall be personal to Tenant and may not be exercised or be assigned, voluntarily or involuntarily, by or to any person or entity other than Tenant, nor shall the Extension Option be assignable separate and apart from this Lease.

5. Landlord’s Improvement Allowance for Extension Option . If Tenant exercises its option for either Extension Option No. 2 or Extension Option No. 3, as described in paragraphs 4(b) or 4(c) above, Landlord agrees to contribute a certain amount towards the cost of Tenant’s Improvements (described below) not to exceed Sixty-eight Thousand Thirty-seven and 50/100 Dollars ($68,037.50) (“Landlord’s Improvement Contribution”).

Landlord’s Improvement Contribution shall be used exclusively for improvements to the Leased Premises (“Tenant’s Improvements”), to be constructed by a Landlord approved contractor (including cost of construction, modification or interior improvements, architectural services, permits and other applicable taxes, and voice and data cabling not to exceed $8,000, but not including furniture, trade fixtures, equipment, inventory, or personal property, which shall be Tenant’s sole cost and responsibility). Tenant’s Improvements shall be made during Tenant’s occupancy of the Leased Premises and finished to the Leased Premises Standard Specifications described in Exhibit “D” of the Lease. Tenant shall remove all voice and data cabling and other telecommunications equipment installed by or for Tenant as part of Tenant’s Improvements, and shall restore the Leased Premises to the condition they were in prior to the installation of such items. If Tenant exercises its option for either Extension Option No. 2 or Extension Option No. 3, as described in paragraphs 4(b) or 4(c) above, Landlord’s Improvement Contribution may be used for Tenant’s Improvements made prior to Tenant’s exercise of any such option.

6. Section 34.1 Parking . The first sentence of Section 34.1 of the Leased is amended in its entirety to read as follows:

34.1 Parking . Landlord shall provide Tenant with two point seven (2.7) parking permits for each one thousand (1,000) square feet in the Rentable Area of the Leased Premises, (i) at the rate of One Hundred Fifty and 00/100 Dollars ($150.00) per parking permit per month (excluding tax) from the Commencement Date through and including January 31, 2012; (ii) at the rate of One Hundred Sixty and 00/100 Dollars ($160.00) per parking permit per month (excluding tax) commencing February 1, 2012 through and including April 30, 2013; and (iii) if Tenant exercises its right to any extension of the Lease, commencing May 1, 2013 through and including April 30, 2015, at the current rate of One Hundred Seventy-two and 00/100 Dollars ($172.00) per parking permit per month (excluding tax), which rate may increase from time to time for the remainder of the extended Lease Term.

7. Remaining Lease Provisions Unchanged . All other terms, conditions, provisions and covenants of the Lease shall remain unchanged.

DATED as of the day and year first above written.



LANDLORD		TENANT
BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company		SMARTSHEET.COM, INC., a Washington corporation
By KEMPER DEVELOPMENT COMPANY, a Washington corporation, Its Manager		By	/s/ Mark Mader
			Mark Mader
		Its	President & CEO
By	/s/ James E. Melby
	James E. Melby
	President
		By

		Its



STATE OF WASHINGTON	)
	) ss:
COUNTY OF KING	)

On this 30 ^th day of December, 2011, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared JAMES E. MELBY, to me known to be the President of KEMPER DEVELOPMENT COMPANY, a Washington corporation, as the Manager of BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute the said instrument.

WITNESS my hand and official seal hereto affixed the day and year first written above.



	/s/ Brooke C. Rawlings
	Type Notary Name: Brooke C. Rawlings
	Notary Public in and for the State of
(SEAL)	Washington, residing at	Kirkland	.
	My commission expires	1-11-15	.



STATE OF WASHINGTON	)
	) ss:
COUNTY OF KING	)

On this 29 day of December, 2011, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Mark Mader and ______________, to me known to be the President/CEO and __________, respectively, of SMARTSHEET.COM, INC., a Washington corporation, the corporation named in and which executed the foregoing instrument; and they acknowledged to me that they signed the same as the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, being authorized so to do.

WITNESS my hand and official seal the day and year in this certificate above written.



	/s/ Angela M. Pesce
	Type Notary Name: Angela M. Pesce
	Notary Public in and for the State of
(SEAL)	Washington, residing at	Seattle	.
	My commission expires	12/20/2014	.

EXHIBIT C

FLOOR PLAN OF LEASED PREMISES (Suite 1750)

(see attached)

SECOND LEASE ADDENDUM

THIS SECOND LEASE ADDENDUM is made this 20 ^th day of November, 2012, by and between BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company (“Landlord”), successor in interest to BELLEVUE PLACE OFFICE BUILDING I LIMITED PARTNERSHIP (“BPOB”), and SMARTSHEET.COM, INC., a Washington corporation (“Tenant”).

RECITALS

A. BPOB and Tenant entered into a nonresidential Lease dated December 7, 2010, and Landlord and Tenant entered into a First Lease Addendum dated December 30, 2011 (collectively the “Lease”), for certain space on the seventeenth (17 ^th ) floor of the Bank of America Building at Bellevue Place, Bellevue, Washington, which leased space is commonly referred to as Suite 1750 and more specifically described in the Lease.

B. Landlord and Tenant intend, by the execution and delivery of this Second Lease Addendum, to amend and supplement the Lease in certain material respects, which includes (i) expanding the Leased Premises to include Suite 1900 on the nineteenth (19 ^th ) floor of the Bank of America Building (“Suite 1900”); and (ii) providing for Rent and Tenant’s Improvements in Suite 1900.

C. Unless otherwise noted, all capitalized terms herein have the same meanings as set forth in the Lease.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant hereby amend and supplement the Lease as follows:

1. Section 1 - Basic Lease Data, Terms and Exhibits . The following provisions of Section 1 of the Lease are hereby amended in their entirety and/or added to read as follows:

1.6 Leased Premises . Upon the Commencement Date for Suite 1900 (defined below) through and including the Expiration Date of the Lease, as and where shown on Exhibit “A” , attached hereto and incorporated herein, Exhibit A shall be added to Exhibit C in the Lease.

1.7 Rentable Area of the Leased Premises . The following shall be added at the end of this Section 1.7 to read as follows:

Suite 1900 ; Four Thousand Three Hundred Twenty-four (4,324) square feet, from the Commencement Date for Suite 1900, through and including the Expiration Date of the Lease.

1.9 Tenant’s Share . On the Commencement Date for Suite 1900, Sections 1.9(b) and (c) of the Lease are hereby amended to read as follows:

[Based on 9,767 square feet]

(b) Operating, Repair and Maintenance Expenses for the Bank of America Building and the Corner Building: Two point three six percent (2.36%) based on 413,664 rentable square feet pursuant to Section 1.8(a) of the Lease; and

(c) Operating, Repair and Maintenance Expenses for Bellevue Place: One point nine eight percent (1.98%) based on 492,932 rentable square feet pursuant to Section 1.8(b) of the Lease.

1.10 Rent :

The following is hereby added at the end of the Rent Section of the Lease to read as follows:

Suite 1900 - 4,324 rentable square feet

From and including the Commencement Date for Suite 1900 through and including the Expiration Date of the Lease, Rent shall Twenty-five and 00/100 Dollars ($25.00) per rentable square feet for Suite 1900 or Nine Thousand Eight and 33/100 Dollars ($9,008.33) per month, which shall be prorated for any portion of a month.


1.14	Security Deposit . Twenty-eight Thousand Two Hundred Forty-nine and 88/100 Dollars ($28,249.88), Fifteen Thousand One Hundred Ninety-five and 00/100 Dollars ($15,195.00) of which is currently being held by Landlord and the balance of Thirteen Thousand Fifty-four and 88/100 Dollars ($13,054.88) shall be paid to Landlord upon Tenant’s execution of this Second Lease Addendum.


1.18	Commencement Date for Suite 1900 . Upon completion of the re-carpeting in Suite 1900, estimated to be December 15, 2012.

2. Tenant’s Improvements .

Landlord shall re-carpet the Leased Premises with building standard carpet, Five Thousand and 00/100 Dollars ($5,000.00) of which shall be paid by the Tenant to Landlord, upon execution of this Second Lease Addendum, and the balance shall be paid by the Landlord; provided, however, if Tenant does not enter into an addendum with Landlord to lease space on the 20 ^th floor of the Bank of America Building, Tenant shall pay Landlord an additional Six Thousand Four Hundred Fifty-three and 70/100 Dollars ($6,453.70) as a carpet cost prior to the Expiration Date of the Lease.

3. Tenant’s Acceptance of Suite 1900 . Tenant has inspected Suite 1900 and, subject to Landlord’s installation of building standard carpet in Suite 1900, accepts the same in its current condition and waives the right to make any claim against Landlord for any matter directly or indirectly arising out of the condition of Suite 1900, appurtenances thereto, the improvements thereon and the equipment thereof. LANDLORD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR HABITABILITY.

4. Remaining Lease Provisions Unchanged . All other terms, conditions, provisions and covenants of the Lease shall remain unchanged.

DATED as of the day and year first above written.



LANDLORD		TENANT
BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company		SMARTSHEET.COM, INC., a Washington corporation
By KEMPER DEVELOPMENT COMPANY, a Washington corporation, Its Manager		By	/s/ Mark Mader
			Mark Mader
		Its	President & CEO
By	/s/ James E. Melby
	James E. Melby
	President
		By

		Its



STATE OF WASHINGTON	)
	) ss:
COUNTY OF KING	)

On this 20 ^th day of November, 2012, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared JAMES E. MELBY, to me known to be the President of KEMPER DEVELOPMENT COMPANY, a Washington corporation, as the Manager of BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute the said instrument.

WITNESS my hand and official seal hereto affixed the day and year first written above.



	/s/ Brooke C. Rawlings
	Type Notary Name: Brooke C. Rawlings
	Notary Public in and for the State of
(SEAL)	Washington, residing at	Kirkland	.
	My commission expires	1-11-15	.



STATE OF WASHINGTON	)
	) ss:
COUNTY OF KING	)

On this 16 ^th day of November, 2012, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Mark P. Mader and ______________, to me known to be the President/CEO and __________, respectively, of SMARTSHEET.COM, INC., a Washington corporation, the corporation named in and which executed the foregoing instrument; and they acknowledged to me that they signed the same as the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, being authorized so to do.

WITNESS my hand and official seal the day and year in this certificate above written.



	/s/ Lauren Chierichetti
	Type Notary Name: Lauren Chierichetti
	Notary Public in and for the State of
(SEAL)	Washington, residing at	Port Angeles, WA	.
	My commission expires	Oct. 9, 2016	.

EXHIBIT A

FLOOR PLAN OF LEASED PREMISES (Suite 1900)

(see attached)

THIRD LEASE ADDENDUM

THIS THIRD LEASE ADDENDUM is made this 26 day of December, 2012, by and between BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company (“Landlord”), successor in interest to BELLEVUE PLACE OFFICE BUILDING I LIMITED PARTNERSHIP (“BPOB”), and SMARTSHEET.COM, INC., a Washington corporation (“Tenant”).

RECITALS

A. BPOB and Tenant entered into a nonresidential Lease dated December 7, 2010, and Landlord and Tenant entered into a First Lease Addendum dated December 30, 2011, and Second Lease Addendum dated November 20, 2012 (collectively the “Lease”), for certain space on the seventeenth (17 ^th ) and nineteenth (19 ^th ) floors of the Bank of America Building at Bellevue Place, Bellevue, Washington, which leased space is commonly referred to as Suites 1750 and 1900 and more specifically described in the Lease.

B. Landlord and Tenant intend, by the execution and delivery of this Third Lease Addendum, to amend and supplement the Lease in certain material respects, which includes (i) relocating Tenant from Suites 1750 and 1900 to Suite 2000 on the twentieth (20 ^th ) floor of the Bank of America Building; (ii) providing for Tenant’s Share and Rent for the extended Lease Term; (iii) providing for an Option to Extend Lease; (iv) providing for Landlord’s Improvement Contribution; (v) providing for a Right of First Opportunity; (vi) amending the parking section of the Lease; and (vii) providing for an opportunity for Tenant to expand the Leased Premises.

C. Unless otherwise noted, all capitalized terms herein have the same meanings as set forth in the Lease.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant hereby amend and supplement the Lease as follows:

1. Section 1 - Basic Lease Data, Terms and Exhibits . The following provisions of Section 1 of the Lease are hereby amended in their entirety and/or added to read as follows:


1.4	Principal Business Address of Tenant . 10500 NE 8 ^th Street, Suite 2000, Bellevue, Washington 98004.

1.6 Leased Premises . Upon the Commencement Date for Suite 2000 (defined below), as and where shown on Exhibit “A” attached hereto, Exhibit “A” shall replace Exhibit C in the Lease.

1.7 Rentable Area of the Leased Premises .

(i) Section 1.7(b) of the Lease is amended to read as follows:


(b)	Suite 1750 : Five thousand four hundred forty-three (5,443) square feet, from the Commencement Date for Suite 1750, through and including the day prior to the Commencement Date for Suite 2000;

Suite 1900 : Four Thousand Three Hundred Twenty-four (4,324) square feet, from the Commencement Date for Suite 1900, through and including the day prior to the Commencement Date for Suite 2000.

(ii) Section 1.7(c) is hereby added at the end of the Rentable Area of the Leased Premises to read as follows:


(c)	Suite 2000 : Thirteen Thousand Nine Hundred Eighty-five (13,985) square feet consisting of:

(i) Eleven Thousand One Hundred Forty-five (11,145) square feet, commencing on the Commencement Date for Suite 2000; and

(ii) Approximately 2,840 square feet (the “Pocket Space”). The Pocket Space consists of approximately Two Thousand Eight Hundred Forty (2,840) square feet of Rentable Area within the Leased Premises, as depicted on Exhibit “B” attached hereto. If Tenant desires to lease or occupy any portion of the Pocket Space during the initial Lease Term, then Tenant shall give Landlord written notice and the entire Pocket Space shall thereafter be and constitute a part of the Leased Premises for all purposes of the Lease. In no event may Tenant occupy all or any portion of the Pocket Space without first notifying Landlord in writing. Rent for the Pocket Space shall be the Rent set forth in Section 1.10(a), (b) and (c) below. Tenant’s Share shall be increased to include the entire Pocket Space on the date Tenant takes occupancy of all or any portion of the Pocket Space

1.9 Tenant’s Share . Sections 1.9(a) and (b) for Suite 2000 are hereby added at the end of Section 1.9 of the Lease to read as follows:

Suite 2000 :


(a)	(i) Commencing on the Commencement Date for Space 2000 through and including March 31, 2014, Operating, Repair and Maintenance Expenses for the Bank of America Building and the Corner Building: Two point six nine percent (2.69%) based on 413,664 rentable square feet pursuant to Section 1.8(a) of the Lease, provided the Pocket Space is not occupied; and

(ii) Commencing April 1, 2014 through and including the Expiration Date, Operating, Repair and Maintenance Expenses for the Bank of America Building and the Corner Building: Three point three eight zero percent (3.380%) based on 413,664 rentable square feet pursuant to Section 1.8(a) of the Lease.


(b)	(i) Commencing on the Commencement Date for Space 2000 through and including March 31, 2014, Operating, Repair and Maintenance Expenses for Bellevue Place: Two point two six zero percent (2.260%) based on 492,932 rentable square feet pursuant to Section 1.8(b) of the Lease; and

(ii) Commencing April 1, 2014 through and including the Expiration Date, Operating, Repair and Maintenance Expenses for Bellevue Place: Two

point eight three seven percent (2.837%) based on 492,932 rentable square feet pursuant to Section 1.8(b) of the Lease.

1.10 Rent :

The following paragraphs are hereby added at the end of Section 1.10 of the Lease to read as follows:

[Based on 11,145 rentable square feet]

(a) From and including the Commencement Date for Suite 2000 through and including March 31, 2014, Rent shall be Twenty-six and 00/100 Dollars ($26.00) per Rentable Area of the Leased Premises for Space 2000, excluding the Pocket Space, provided the Pocket Space is not occupied by the Tenant, per annum or Twenty-four Thousand One Hundred Forty-seven and 50/100 Dollars ($24,147.50) per month.

(b) Provided the Pocket Space is not occupied by the Tenant, no Additional Rent shall be due and owing for the Pocket Space from and including the Commencement Date for Suite 2000 through and including March 31, 2014.

[Based on 13,985 rentable square feet]

(c) From and including April 1, 2014 through and including March 31, 2015, Rent shall be Twenty-seven and 00/100 Dollars ($27.00) per Rentable Area of the Leased Premises for Suite 2000 per annum or Thirty-one Thousand Four Hundred Sixty-six and 25/100 Dollars ($31,466.25) per month.

From and including April 1, 2015 through and including March 31, 2016, Rent shall be Twenty-eight and 00/100 Dollars ($28.00) per Rentable Area of the Leased Premises for Suite 2000 per annum or Thirty-two Thousand Six Hundred Thirty-one and 67/100 Dollars ($32,631.67) per month.

From and including April 1, 2016 through and including March 31, 2017, Rent shall be Twenty-nine and 00/100 Dollars ($29.00) per Rentable Area of the Leased Premises for Suite 2000 per annum or Thirty-three Thousand Seven Hundred Ninety-seven and 08/100 Dollars ($33,797.08) per month.

From and including April 1, 2017 through and including March 31, 2018, Rent shall be Thirty and 00/100 Dollars ($30.00) per Rentable Area of the Leased Premises for Suite 2000 per annum or Thirty-four Thousand Nine Hundred Sixty-two and 50/100 Dollars ($34,962.50) per month.

From and including April 1, 2018 through and including the Expiration Date, Rent shall be Thirty-one and 00/100 Dollars ($31.00) per Rentable Area of the Leased Premises for Suite 2000 per annum or Thirty-six Thousand One Hundred Twenty-seven and 92/100 Dollars ($36,127.92) per month.


1.11	Lease Term . The Lease Term is hereby extended to expire on the Expiration Date below.


1.13	Expiration Date . March 31, 2019.


1.14	Security Deposit . Within ten (10) business days of execution and delivery of this Third Lease Addendum to Landlord, Tenant will provide Landlord with a Letter of Credit in the initial amount of Five Hundred Thirty-three Thousand Four Hundred Eight and 00/100 Dollars ($533,408.00), which Letter of Credit is further described in Section 9 below.


1.18	Commencement Date for Suite 2000 . Upon substantial completion of the Premises Improvements; provided, however, Tenant shall receive reasonable prior access to Suite 2000 for the sole purpose of installing data and telephone cabling and furniture.

Commencement Date for the Pocket Space . The earlier of (i) twelve (12) months following the Commencement Date for Suite 2000; or (ii) upon Tenant’s occupancy of the Pocket Space for business purposes.

2. Tenant’s Acceptance of Suite 2000 . Tenant has inspected Suite 2000 and, subject to Landlord’s completion of the Premises Improvements referred to in Section 5 below, accepts the same in its current condition and waives the right to make any claim against Landlord for any matter directly or indirectly arising out of the condition of Suite 2000, appurtenances thereto, the improvements thereon and the equipment thereof. LANDLORD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR HABITABILITY. Notwithstanding the foregoing, Tenant’s acceptance of possession of Suite 2000 shall in no way diminish Landlord’s repair and maintenance obligations set forth elsewhere in this Lease.

3. Surrender of Suites 1750 and 1900 . Notwithstanding anything in the Lease to the contrary, upon the Commencement Date for Suite 2000, Tenant shall surrender Suites 1750 and 1900 broom clean and otherwise in its current condition.

4. Option to Extend Lease Term .

(a) Tenant is granted an option (the “Extension Option”) to extend the Lease Term for five (5) years, to and including March 31, 2024. The period of time shall be referred to herein as the “Option Period”. To exercise the Extension Option, Tenant must give Landlord unequivocal written notice of Tenant’s election to exercise the Extension Option at least ten (10) calendar months (but not earlier than twelve (12) calendar months) prior to the Expiration Date.

(b) If Tenant elects to exercise the Extension Option, the Rent for the Option Term (“New Rent”) shall be the Fair Market Rent (as defined below) for comparable space in the Bank of America Building (“Comparable Space”), but in no event shall the New Rent be less than the Rent payable during the last month of the Lease Term. If there is no Comparable Space in the Bank of America Building at the time, Tenant shall pay, as New Rent, whatever the fair market rent in the Bank of America Building would be if there was such Comparable Space in the Bank of America Building. The term “Fair Market Rent” shall mean the rent that would be paid by a willing tenant renewing its lease for Comparable Space for a term of five (5) years. Tenant concessions shall be included in the determination of fair market rent with respect to tenants who are renewing their leases in the Bank of America Building. The term “tenant concessions” shall include, without limitation, such inducements as tenant improvements and free rent.

(c) In the event Landlord and Tenant cannot agree on the New Rent, the matter shall be submitted for decision to a panel of three (3) arbitrators. Landlord and Tenant shall each appoint one (1) arbitrator, who shall by profession be a licensed commercial real estate broker or an MAI real estate appraiser and who shall be familiar with Bellevue Place and have been active (over the three (3) year period ending on the date of such appointment) in the brokering or appraisal of Comparable Space. The determination of the arbitrators shall be limited solely to the issue of whether Landlord’s or Tenant’s proposed New Rent is the closest to the Fair Market Rent. Each such arbitrator shall be appointed within fifteen (15) days after Tenant’s or Landlord’s notice to the other of its election to have the New Rent be determined by this arbitration procedure. The two arbitrators so appointed shall, within fifteen (15) days of the date of the appointment of the last appointed arbitrator, agree upon and appoint a third arbitrator, who shall be qualified under the same criteria set forth above for qualification of the initial two arbitrators. Failing such agreement, either Landlord or Tenant shall have the right to petition for the appointment of the third arbitrator by the Presiding Judge of the Superior Court of the County of King. The three (3) arbitrators shall, within thirty (30) days of the appointment of the third arbitrator, reach a decision as to whether the parties shall use Landlord’s or Tenant’s proposed New Rent and shall notify Landlord and Tenant thereof. The decision of the majority of the three (3) arbitrators shall be binding upon both Landlord and Tenant. The cost of the arbitration shall be paid by Landlord and Tenant equally. The arbitration procedure shall not take more than thirty (30) days. However, if the arbitrators have not determined the New Rent prior to the beginning of the Option Period, Tenant shall pay the Rent previously in effect under the Lease plus a ten percent (10%) increase until such time as the arbitrators determine the New Rent. If the arbitration procedure results in a higher Rent, Tenant shall pay the difference with the next monthly rental payment due under the Lease. If the arbitration procedure results in a lower Rent, Tenant shall receive a credit against its next monthly Rent payments under the Lease, and any succeeding monthly rental payments, if necessary, in an amount equal to the overpayment.

(d) Notwithstanding anything in the foregoing to the contrary, the Extension Option may not be exercised during any period in which Tenant is in default under any provision of the Lease until said default has been fully cured. Time is of the essence. If Tenant fails to exercise the Extension Option in any instance when such right is in effect, prior to the expiration of the applicable time period for the exercise of such right, the Extension Option shall thereafter be deemed null and void and of no further force or effect. The period of time within which the Extension Option may be exercised shall not be extended or enlarged by reason of Tenant’s inability to exercise such rights because of the foregoing provisions. All rights of Tenant to the Extension Option shall terminate and be of no further force or effect, even after Tenant’s due and timely exercise thereof, if, after such exercise, but prior to the commencement date of the Option Period, Tenant defaults under the terms of the Lease which default is not cured within any applicable cure period.

(e) The Extension Option shall be personal to Tenant and may not be exercised or be assigned, voluntarily or involuntarily, by or to any person or entity other than Tenant, nor shall the Extension Option be assignable separate and apart from this Lease.

5. Landlord’s Improvement Contribution .

Prior to the Commencement Date for Suite 2000, the Leased Premises are to be improved by Landlord (the “Premises Improvements”), which Premises Improvements shall be in accordance with the mutually agreed upon plans and specifications (the “Premises Plans”), attached hereto and incorporated herein as “Exhibit B” . Subject to Section 37.13 of the Lease and/or delays caused by Tenant, Landlord shall achieve substantial completion of the Premises Improvements on or before October 31, 2013. If Landlord fails to achieve substantial completion of the Premises Improvements on or

before October 31, 2013, Tenant shall have the right to terminate this Lease upon written notice to Landlord delivered on or before November 15, 2013. The effective date of any such termination shall be November 30, 2013, unless Landlord achieves substantial completion of the Premises Improvements on or before such date in which event this Lease shall continue in full force and effect . Landlord shall contribute an amount not to exceed Twenty and 00/100 Dollars ($20.00) per rentable square foot at the Leased Premises or a total of Two Hundred Seventy-nine Thousand Seven Hundred and 00/100 Dollars ($279,700.00) towards the completion of the Premises Improvements (“Landlord’s Improvement Allowance”). Tenant has the right to use up to Two and 00/100 Dollars ($2.00) per rentable square foot at the Leased Premises (Twenty-seven Thousand Nine Hundred Seventy and 00/100 Dollars ($27,970.00)) of Landlord’s Improvement Allowance to offset data cabling and moving costs. Tenant shall not be required to install new building standard light fixtures. Any and all costs for the construction and installation of the Premises Improvements (including but not limited to the cost of all working drawings, space plans (except the initial space plans), and engineering, architectural, design and consulting fees) in excess of Landlord’s Improvement Allowance (“Excess Improvement Costs”) shall be Tenant’s sole responsibility and shall be paid by Tenant when due. Tenant’s failure or refusal to pay any such Excess Improvement Cost within said three (3) business days shall be a material breach of this Lease and a default hereunder. If it should appear to Landlord at any time that Tenant is or may be obligated to pay for any Excess Improvement Costs, in addition to any and all other rights and remedies to which Landlord may be entitled, Landlord shall have the right, but not the obligation, to immediately stop or prevent any and all further design, construction and installation work until Landlord has received satisfactory assurances that Tenant can and will promptly pay all Excess Improvement Costs. Prior to the Commencement Date for Suite 2000, the Project Architect shall certify that the Premises Improvements are substantially complete in accordance with the Premises Plans. If substantial completion of the Premises Improvements is delayed by Tenant’s acts or omissions, design decisions, revisions or additional work, or those of Tenant’s agents, then the Commencement Date for Suite 2000 shall be the date substantial completion of the Premises Improvements would have been achieved but for the Tenant delay, as determined by Landlord in its sole discretion. The terms “substantial completion” or “substantially complete”, as used herein, means that stage of construction where the Premises Improvements are usable for their principal intended purpose, as determined in good faith by the Project Architect, and the applicable governmental authorities deem the Leased Premises approved for occupancy, notwithstanding the possible need to complete, finish or install non-critical improvement features and fixtures. The existence of repairs or defects of a nature commonly found on a “punchlist,” (meaning minor items that do not materially impact Tenant’s use of the Leased Premises), after turnover to Tenant, shall not postpone the Commencement Date for Suite 2000 or result in a delay or abatement of Tenant’s obligation to pay rent or give rise to a damage claim against Landlord, provided Landlord shall use commercially reasonable efforts to complete such punchlist items within ninety (90) days after Landlord’s receipt of Tenant’s punchlist, referred to below. Tenant’s occupancy of the Leased Premises shall be deemed an acknowledgement that the Leased Premises are in good condition and repair and that Landlord has caused the Building and all of the Premises Improvements to be constructed as required by this Lease, subject to those items, if any, specified in any punch list to be delivered by Tenant within thirty (30) days following substantial completion. All improvements and fixtures made or installed in or to the Leased Premises, including all Premises Improvements, are the property of Landlord. Premises Improvements shall not include furniture, equipment and appliances (except a dishwasher), all of which shall be Tenant’s sole cost and responsibility. The foregoing shall be deemed to be a financial accommodation of the type referenced in 11 USC §365(c)(2) and a material and substantial part of this Lease transaction, as amended.

6. Right of First Opportunity .

(a) If, during that portion of the Lease Term that is after April 1, 2016, Landlord provides a written proposal, or is provided with a written proposal that Landlord is prepared to accept, to lease Suite 2020 and/or Suite 2026 on the twentieth (20th) floor of the Bank of America Building (the “First Opportunity Space”), to a prospective tenant, Landlord will notify Tenant in writing (“Landlord’s First Opportunity Notice”) and, except as otherwise set forth herein, Tenant shall have the right (“Right of First Opportunity”) to lease such First Opportunity Space on the terms and conditions as outlined in Landlord’s First Opportunity Notice, by notifying Landlord of its exercise of such right in accordance with Section (b) below.

(b) In the event Tenant desires to exercise its right to lease the First Opportunity Space, Tenant shall give Landlord unequivocal written notice thereof (“Tenant’s First Opportunity Notice”) within five (5) business days after receipt of Landlord’s First Opportunity Notice. Time is of the essence. If, for any reason, Tenant declines or does not so notify Landlord, then Tenant’s rights with respect to the First Opportunity Space which is the subject of Landlord’s First Opportunity Notice shall be deemed to be waived, and thereafter, after expiration of such five (5) business day period, Landlord may lease such space to any other party.

(c) The provisions of Section 6(a) shall apply with respect to any existing tenant(s) in the First Opportunity Space on the 20th floor of the Bank of America Building who desire to extend or renew their leases, or enter into a new lease for the First Opportunity Space on the 20th floor of the Bank of America Building. Landlord shall, however, have the express right to extend or renew leases with existing tenant(s) in the First Opportunity Space or enter into new leases with existing First Opportunity Space tenant(s), if the leases of such tenants provide for such right.

(d) Notwithstanding anything in the foregoing to the contrary, Tenant’s rights with respect to the First Opportunity Space shall not be exercisable during any period in which Tenant is in default (beyond any applicable cure period) under any provision of the Lease. Time is of the essence. The period of time within which the right of first opportunity for the First Opportunity Space may be exercised shall not be extended or enlarged by reason of Tenant’s inability to exercise such rights because of the foregoing provisions. At Landlord’s sole option, all rights of Tenant to the First Opportunity Space shall terminate and be of no further force or effect, even after Tenant’s due and timely exercise thereof, if, after such exercise, but prior to the commencement date of the First Opportunity Space: (i) Tenant is in default under the Lease due to a failure to pay a monetary obligation to Landlord beyond the applicable notice and cure period; (ii) Landlord has given Tenant ten (10) days’ written notice of any other failure to perform (which notice specifically stated that the failure to perform as required by the Lease may result in the loss of Tenant’s Right of First Opportunity) and such failure is not fully cured within said ten (10) day period; provided, however, that if the nature of Tenant’s failure is such that more than ten (10) days are reasonably required for its cure, then Landlord shall not have the right to terminate the Right of First Opportunity for said failure if Tenant begins to cure the failure within the ten (10) day period described above and, thereafter, diligently prosecutes such cure to completion; or (iii) Landlord gives Tenant a notice of default under the Lease (and Tenant is in fact in default) and Landlord has previously given to Tenant three (3) or more notices of default under the Lease (and Tenant was in fact in default in such instances), whether or not such default were ultimately cured, provided the notice that was issued prior to the notice establishing in Landlord the right to terminate the Right of First Opportunity hereunder specifically stated that the issuance of another notice of default may result in the loss of Tenant’s Right of First Opportunity. As used herein, the terms “default,” “failure to perform,” or “breach” shall mean a default as defined in Section 23.1 of this Lease.

(e) The foregoing rights with respect to the right of first opportunity for the First Opportunity Space shall not be assignable separate and apart from the Lease.

7. Current Tenant . Tenant is aware that the Leased Premises is currently occupied by another tenant or tenants (collectively the “Current Tenant”) and the Current Tenant may fail or refuse to vacate the Leased Premises and relinquish all claims to the Leased Premises prior to February 1, 2013. Landlord shall have no responsibility under the Lease to take any action to remove the Current Tenant and shall not be liable for any damages, injuries or claims that may be suffered by Tenant relating to or rising out of directly or indirectly, the Current Tenant’s failure or refusal to vacate and release all interest in the Leased Premises.

8. Section 34.1 Parking . The first sentence of Section 34.1 of the Leased is amended in its entirety to read as follows:

34.1 Parking . Landlord shall provide Tenant with two point seven (2.7) parking permits for each one thousand (1,000) square feet in the Rentable Area of the Leased Premises, (i) at the rate of One Hundred Fifty and 00/100 Dollars ($150.00) per parking permit per month (excluding tax) from the Commencement Date through and including January 31, 2012; (ii) at the rate of One Hundred Sixty and 00/100 Dollars ($160.00) per parking permit per month (excluding tax) commencing February 1, 2012 through and including April 30, 2013; (iii) at the rate of One Hundred Seventy-two and 00/100 Dollars ($172.00) per parking permit per month (excluding tax) commencing May 1, 2013 through and including April 30, 2015; and (iv) and at the current rate being charged for the remainder of the extended Lease Term.

9. Letter of Credit .

Landlord and Tenant acknowledge that Tenant will occupy space in the Bank of America Building pursuant to the Lease and, as consideration for Landlord’s willingness to enter into this Third Lease Addendum, Tenant shall deliver or cause to be delivered to Landlord, and shall cause to be maintained at all times in effect without expiration or termination, one or more irrevocable standby letters of credit complying with the terms of this Section 9. Any failure by Tenant to perform or observe any term, covenant or agreement set forth in this Section 9 shall constitute a material default under the Lease.

Within ten (10) business days of execution of this Third Lease Addendum, Tenant shall deliver or cause to be delivered to Landlord an irrevocable standby letter of credit in a form acceptable to or provided by Landlord (the “Letter of Credit”), issued by a national banking association reasonably acceptable to Landlord, for the account of Tenant in favor of Landlord in the initial amount of Five Hundred Thirty-three Thousand Four Hundred Eight and 00/100 Dollars ($533,408.00), having an expiry date not earlier than the Expiration Date, and stating by its terms that it shall be automatically extended annually, without written amendment or modification, to the date that is one (1) year after the then current expiry date unless the issuer of the Letter of Credit gives Landlord, at least sixty (60) days prior to the then current expiry date, written notice that the issuer elects not to extend the Letter of Credit. If the issuer of the Letter of Credit at any times gives to Landlord notice that the issuer elects not to extend the Letter of Credit, then, not less than thirty (30) days prior to the then current expiry date of the Letter of Credit, Tenant shall deliver or cause to be delivered to Landlord a substitute irrevocable standby letter of credit issued in favor of Landlord by a national banking association reasonably acceptable to Landlord in an amount required by this Section 9. Not less than thirty (30) days prior to the expiry date of any substitute letter of credit delivered pursuant to this Section, Tenant shall deliver or cause to be delivered to Landlord a further substitute irrevocable standby letter of credit issued in favor of Landlord by a national

banking association reasonably acceptable to Landlord in an amount required by this Section 9. Each substitute letter of credit delivered pursuant to this Section shall have a term of not less than one (1) year and shall be in a form acceptable to or provided by Landlord.

Notwithstanding the foregoing, the initial amount of the Letter of Credit shall be reduced as follows during the Lease Term, provided Tenant has not defaulted under the Lease beyond the applicable notice and cure period:


•	From and including the 25th month of the Lease Term though and including the 36th month of the Lease Term - $400,056.00;


•	From and including the 37th month of the Lease Term though and including the 48th month of the Lease Term - $266,704.00;


•	From and including the 49th month of the Lease Term though and including the 60th month of the Lease Term - $186,693.00; and


•	From and including the 61st month of the Lease Term though and including the Expiration Date - $80,011.00.

Upon the occurrence of any breach or default under the Lease including, but not limited to, any failure by Tenant timely to deliver or cause to be delivered to Landlord any substitute letter of credit required pursuant to this Section 9, Landlord, at its option, may draw against the Letter of Credit and any substitute letter of credit delivered pursuant to this Section 9 in an amount reasonably necessary to cure such breach or default and/or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant’s breach or default. The Letter of Credit and each substitute letter of credit (also referred to as a “Letter of Credit”) delivered pursuant to this Section 9 shall provide for payment against Landlord’s (or any transferee’s) draft at sight accompanied by a certificate stating substantially as follows: “Drawn under __________ Bank, N.A.’s Irrevocable Standby Letter of Credit No. _____, dated ______________, 2012, as a result of the occurrence of a default under the Lease dated ___________, 2012, between Bellevue Place Office, LLC, a Washington limited liability company, and SMARTSHEET.COM, INC., a Washington corporation. If Landlord draws against the Letter of Credit, Tenant shall, within ten (10) days of the date of such draw, restore the Letter of Credit or provide additional irrevocable standby letters of credit so that, at all times, there shall be an amount required by this Section 9 available for Landlord to draw against in the event of any further breach or default under the Lease.

If the Letter of Credit is not renewed or Tenant does not provide a substitute irrevocable standby letter of credit on or before the date that is thirty (30) days prior to the expiry date of the then current Letter of Credit, or in the event Landlord draws against the Letter of Credit, if Tenant does not restore the Letter of Credit or provide additional letters of credit so that an amount required by this Section 9 is available to Landlord to draw upon in the event of any further breach or default under the Lease, then in such event the amount of the draw against the Letter of Credit may be equal to the entire amount of the Letter of Credit. The proceeds of any draw against the Letter of Credit pursuant to the immediately preceding sentence shall be held by Landlord as an additional security deposit pursuant to the provisions of Section 8 of the Lease.

Upon Landlord’s receipt of the Letter of Credit in accordance with this Section 9, Landlord shall credit Tenant’s existing Security Deposit in the amount of $28,249.88 to sums then due and owing, or which may become due and owing, under the Lease.

10. Tenant Expansion Right .

(a) Notwithstanding anything herein to the contrary, provided Tenant is not in default under this Lease beyond the applicable notice and cure period, and subject to this Section 10, Tenant shall have the one time opportunity (“Expansion Opportunity”) to lease, at Landlord’s option, (i) 17,000 contiguous square feet of office space in the Building on or above floor 13 (the “BP Space”), or (ii) 33,000 contiguous square feet of office space in Lincoln Square (the “LS Space”) or the proposed Lincoln Square expansion (the “LSE Space”), which lease shall be effective on the earlier of (i) the first day of the fifty-second (52nd) month following the Commencement Date, or (ii) the date Tenant first occupies the Expansion Space. The BP Space, LS Space, and LSE Space are collectively referred to herein as the “Expansion Space”. To exercise Tenant’s Expansion Opportunity, Tenant must give written notice to Landlord (“Tenant’s Expansion Notice”) prior to the last day of the thirty-sixth (36th) month following the Commencement Date. If Tenant exercises Tenant’s Expansion Opportunity, then Landlord shall have until the last day of the forty-second (42nd) month following the Commencement Date to determine whether either Expansion Space described in Section (i) or (ii) above will be available. If Landlord determines that the BP Space will be available and so notifies Tenant in writing (“Landlord’s Space Notice”), then this Lease shall be amended to, among other things, provide for the BP Space and set forth the Expansion Space Rent (defined below), effective date for such Expansion Space rent, and the Rentable Area for the BP Space. The BP Space shall become the Leased Premises for all purposes, including but not limited to the calculation of all Additional Rent and Other Charges due under the Lease, and shall be subject to all terms and conditions of the Lease. If Landlord delivers Landlord’s Space Notice with respect to the LS or LSE Space, then Landlord’s or Landlord’s affiliate, as the case may be, and Tenant shall exercise diligent good faith efforts to arrive at mutually acceptable lease terms setting forth the LS Space or LSE Space, as the case may be, the Expansion Space Rent, effective date for such Expansion Space Rent, and the Rentable Area for the LS Space or LSE Space, which terms shall be generally consistent with this Lease. Expansion Space Rent shall commence upon the earlier of (i) the date Tenant’s first occupies the Expansion Space for business, or (ii) substantial completion of any tenant improvements to the Expansion Space performed by Landlord or Landlord’s affiliate. Any tenant improvements performed by Landlord or Landlord’s affiliate in the Expansion Space shall be completed on or before July 31, 2017. If Landlord does not deliver Landlord’s Space Notice on or before the last day of the forty-second (42nd) month following the Commencement Date, then Tenant shall have the right to terminate this Lease effective on the last day of the forty-eighth (48th) month following the Commencement Date. To exercise such termination right, Tenant shall deliver written notice to Landlord on or before the end of the forty-third (43rd) month of the Lease Term. Tenant’s failure to provide the termination notice set forth in this Section 10 shall automatically terminate Tenant’s right to terminate this Lease pursuant to this Section 10.

(b) Notwithstanding anything herein to the contrary, if Landlord delivers Landlord’s Space Notice as provided herein, the Rent for the Expansion Space (“Expansion Space Rent”) shall be the Fair Market Rent (as defined below) for comparable space in the Bank of America Building, Lincoln Square or the Lincoln Square expansion, as the case may be (“Comparable Space”). If there is no Comparable Space in the Bank of America Building, Lincoln Square, or the Lincoln Square expansion at the time, Tenant shall pay, as Expansion Space Rent, whatever the fair market rent in the Bank of America Building, Lincoln Square, or Lincoln Square expansion would be if there was such Comparable Space in the Bank of America Building, Lincoln Square, or Lincoln Square expansion. The term “Fair Market Rent” shall mean the rent that would be paid by a willing tenant entering into a new lease for Comparable Space for a term of not less than five (5) years. Tenant concessions shall be included in the determination of fair market rent with respect to tenants who are entering into new leases at Bellevue Place, Lincoln

Square or the Lincoln Square expansion. The term “tenant concessions” shall include, without limitation, such inducements as tenant improvements and free rent.

(c) If Landlord or Landlord’s affiliate and Tenant cannot agree on the Expansion Space Rent, the matter shall be submitted for decision to a panel of three (3) arbitrators. Landlord or Landlord’s affiliate and Tenant shall each appoint one (1) arbitrator, who shall by profession be a licensed commercial real estate broker or an MAI real estate appraiser and who shall be familiar with Bellevue Place, Lincoln Square, or the Lincoln Square expansion and have been active (over the three (3) year period ending on the date of such appointment) in the brokering or appraisal of Comparable Space. The determination of the arbitrators shall be limited solely to the issue of whether Landlord’s or Landlord’s affiliate or Tenant’s proposed Expansion Space Rent is the closest to the Fair Market Rent. Each such arbitrator shall be appointed within fifteen (15) days after Tenant’s or Landlord’s or Landlord’s affiliate’s notice to the other of its election to have the Expansion Space Rent be determined by this arbitration procedure. The two arbitrators so appointed shall, within fifteen (15) days of the date of the appointment of the last appointed arbitrator, agree upon and appoint a third arbitrator, who shall be qualified under the same criteria set forth above for qualification of the initial two arbitrators. Failing such agreement, either Landlord or Landlord’s affiliate or Tenant shall have the right to petition for the appointment of the third arbitrator by the Presiding Judge of the Superior Court of the County of King. The three (3) arbitrators shall, within thirty (30) days of the appointment of the third arbitrator, reach a decision as to whether the parties shall use Landlord’s or Landlord’s affiliate’s or Tenant’s proposed Expansion Space Rent and shall notify Landlord or Landlord’s affiliate and Tenant thereof. The decision of the majority of the three (3) arbitrators shall be binding upon both Landlord or Landlord’s affiliate and Tenant. The cost of the arbitration shall be paid by Landlord or Landlord’s affiliate and Tenant equally. The arbitration procedure shall not take more than thirty (30) days.

(d) If Tenant enters into a new lease for LS Space or LSE Space, such lease shall provide for the termination of this Lease effective upon the rent commencement date of the lease for LS Space or LSE Space.

11. Remaining Lease Provisions Unchanged . All other terms, conditions, provisions and covenants of the Lease shall remain unchanged.

DATED as of the day and year first above written.



LANDLORD		TENANT
BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company		SMARTSHEET.COM, INC., a Washington corporation
By KEMPER DEVELOPMENT COMPANY, a Washington corporation, Its Manager		By	/s/ Mark Mader

		Its	President & CEO
By	/s/ James E. Melby
	James E. Melby
	President
		By

		Its



STATE OF WASHINGTON	)
	) ss:
COUNTY OF KING	)

On this 26 ^th day of December, 2012, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared JAMES E. MELBY, to me known to be the President of KEMPER DEVELOPMENT COMPANY, a Washington corporation, as the Manager of BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute the said instrument.

WITNESS my hand and official seal hereto affixed the day and year first written above.



	/s/ Barbara Catt
	Type Notary Name: Barbara Catt
	Notary Public in and for the State of
(SEAL)	Washington, residing at	Newcastle	.
	My commission expires	4/10/14	.



STATE OF WASHINGTON	)
	) ss:
COUNTY OF KING	)

On this 21 ^st day of December, 2012, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Mark Mader, to me known to be the President and CEO, respectively, of SMARTSHEET.COM, INC., a Washington corporation, the corporation named in and which executed the foregoing instrument; and they acknowledged to me that they signed the same as the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, being authorized so to do.

WITNESS my hand and official seal the day and year in this certificate above written.



	/s/ Maegan Surbridge
	Type Notary Name: Maegan Surbridge
	Notary Public in and for the State of
(SEAL)	Washington, residing at	King County	.
	My commission expires	3-12-13	.

EXHIBIT A

Exhibit C to Lease

FLOOR PLAN OF LEASED PREMISES (Suite 2000)

(see attached)

EXHIBIT B

PLANS FOR PREMISES IMPROVEMENTS

(see attached)

FOURTH LEASE ADDENDUM

THIS FOURTH LEASE ADDENDUM is made this 5 ^th day of March, 2013, by and between BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company (“Landlord”), successor in interest to BELLEVUE PLACE OFFICE BUILDING I LIMITED PARTNERSHIP (“BPOB”), and SMARTSHEET.COM, INC., a Washington corporation (“Tenant”).

RECITALS

A. BPOB and Tenant entered into a nonresidential Lease dated December 7, 2010, and Landlord and Tenant entered into a First Lease Addendum dated December 30, 2011, Second Lease Addendum dated November 20, 2012, and Third Lease Addendum dated December 26, 2012 (collectively the “Lease”), for certain space in the Bank of America Building at Bellevue Place, Bellevue, Washington, which leased space is more specifically described in the Lease.

B. Landlord and Tenant intend, by the execution and delivery of this Fourth Lease Addendum, to amend and supplement the Lease in certain material respects, which includes (i) deleting all references to the Pocket Space; (ii) revising Tenant’s Share and Rent for the Lease Term; (iii) revising Landlord’s Improvement Contribution; and (iv) requiring installation of new building standard light fixtures in Suite 2000.

C. Unless otherwise noted, all capitalized terms herein have the same meanings as set forth in the Lease.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant hereby amend and supplement the Lease as follows:

1. Section 1 - Basic Lease Data, Terms and Exhibits . The following provisions of Section 1 of the Lease are hereby amended in their entirety and/or added to read as follows:


1.7	Rentable Area of the Leased Premises . Section 1.7(ii)(c) of the Lease is hereby amended in its entirety to read as follows:


(c)	Suite 2000 : Thirteen Thousand Nine Hundred Eighty-five (13,985) square feet.

1.9 Tenant’s Share . Sections 1.9(a) and (b) of the Lease for Suite 2000 are hereby amended in their entirety to read as follows:

Suite 2000 : [Based on 13,985 square feet]

(a) Commencing on the Commencement Date for Space 2000 through and including the Expiration Date, Operating, Repair and Maintenance Expenses for the Bank of America Building and the Corner Building: Three point three eight zero percent (3,380%) based on 413,664 rentable square feet.

(b) Commencing on the Commencement Date for Space 2000 through and including the Expiration Date, Operating, Repair and Maintenance Expenses for Bellevue Place: Two point eight three seven percent (2.837%) based on 492,932 rentable square feet.

1.10 Rent :

Section 1.10 of the Third Lease Addendum is hereby amended in its entirety to read as follows: [Based on 13,985 rentable square feet]

From and including the Commencement Date for Suite 2000 through and including March 31, 2014, Rent shall be Twenty-six and 00/100 Dollars ($26.00) per Rentable Area of the Leased Premises for Space 2000 per annum or Thirty Thousand Three Hundred and 83/100 Dollars ($30,300.83) per month.

From and including April 1, 2014 through and including March 31, 2015, Rent shall be Twenty-seven and 00/100 Dollars ($27.00) per Rentable Area of the Leased Premises for Suite 2000 per annum or Thirty-one Thousand Four Hundred Sixty-six and 25/100 Dollars ($31,466.25) per month.


1.18	Commencement Date for Pocket Space . This second (2 ^nd ) paragraph of Section 1.18 of the Third Lease Addendum is hereby deleted in its entirety.

2. Landlord’s Improvement Contribution . The following sentences of Landlord’s Improvement Contribution for Suite 2000, in paragraph 5 of the Third Lease Addendum are hereby amended in their entirety to read as follows:

(a) The fifth (5 ^th ) sentence is hereby amended in its entirety to read as follows:

Landlord shall contribute an amount not to exceed Twenty-seven and 56/100 Dollars ($27.56) per rentable square foot at the Leased Premises or a total of Three Hundred Eighty-five Thousand Four Hundred Twenty-six and 60/100 Dollars ($385,426.60) towards the completion of the Premises Improvements (“Landlord’s Improvement Allowance”).

(b) The seventh (7 ^th ) sentence is hereby amended in its entirety to read as follows:

The Premises Improvements shall include the installation of new building standard light fixtures.

3. Remaining Lease Provisions Unchanged . All other terms, conditions, provisions and covenants of the Lease shall remain unchanged.

DATED as of the day and year first above written.

(signatures on following page)



LANDLORD		TENANT
BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company		SMARTSHEET.COM, INC., a Washington corporation
By KEMPER DEVELOPMENT COMPANY, a Washington corporation, Its Manager		By	/s/ Mark Mader
			Mark Mader
		Its	President & CEO
By	/s/ James E. Melby
	James E. Melby
	President
		By

		Its



STATE OF WASHINGTON	)
	) ss:
COUNTY OF KING	)

On this 5 ^th day of March, 2013, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared JAMES E. MELBY, to me known to be the President of KEMPER DEVELOPMENT COMPANY, a Washington corporation, as the Manager of BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute the said instrument.

WITNESS my hand and official seal hereto affixed the day and year first written above.



	/s/ Brooke C. Rawlings
	Type Notary Name: Brooke C. Rawlings
	Notary Public in and for the State of
(SEAL)	Washington, residing at	Kirkland	.
	My commission expires	1-11-15	.



STATE OF WASHINGTON	)
	) ss:
COUNTY OF KING	)

On this 25 ^th day of February, 2013, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Mark Mader and ______________, to me known to be the CEO/President and __________, respectively, of SMARTSHEET.COM, INC., a Washington corporation, the corporation named in and which executed the foregoing instrument; and they acknowledged to me that they signed the same as the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, being authorized so to do.

WITNESS my hand and official seal the day and year in this certificate above written.



	/s/ Lauren Chierichetti
	Type Notary Name: Lauren Chierichetti
	Notary Public in and for the State of
(SEAL)	Washington, residing at	Port Angeles, WA	.
	My commission expires	Oct. 9, 2016	.

FIFTH LEASE ADDENDUM

THIS FIFTH LEASE ADDENDUM is made this 9 day of January, 2014, by and between BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company (“Landlord”), successor in interest to BELLEVUE PLACE OFFICE BUILDING I LIMITED PARTNERSHIP (“BPOB”), and SMARTSHEET.COM, INC., a Washington corporation (“Tenant”).

RECITALS

A. BPOB and Tenant entered into a nonresidential Lease dated December 7, 2010, and Landlord and Tenant entered into a First Lease Addendum dated December 30, 2011, Second Lease Addendum dated November 20, 2012, Third Lease Addendum dated December 26, 2012, and Fourth Lease Addendum dated March 5, 2013 (collectively the “Lease”), for certain space in the Bank of America Building at Bellevue Place, Bellevue, Washington, which leased space is more specifically described in the Lease.

B. Landlord and Tenant intend, by the execution and delivery of this Fifth Lease Addendum, to amend and supplement the Lease in certain material respects, which includes (i) expanding the Leased Premises to include Suite 2020 on the twentieth (20 ^th ) floor of the Bank of America Building (“Suite 2020”); (ii) providing for Rent, Tenant’s Share and a Security Deposit for Suite 2020; and (iii) providing for Landlord’s Improvement Allowance for Suite 2020.

C. Unless otherwise noted, all capitalized terms herein have the same meanings as set forth in the Lease.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant hereby amend and supplement the Lease as follows:

1. Section 1 - Basic Lease Data, Terms and Exhibits . The following provisions of Section 1 of the Lease are hereby amended in their entirety and/or added to read as follows:

1.6 Leased Premises . Upon the Commencement Date for Suite 2020 (defined below), as and where shown on Exhibit A , attached hereto and incorporated herein, through and including the Expiration Date of the Lease, Exhibit A shall replace Exhibit C in the Lease.

1.7 Rentable Area of the Leased Premises. Section 1.7 (d) is hereby added at the end of Section 1.7 of the Lease to read as follows:

(d) Suite 2020 : Nine Hundred Thirty-two (932) square feet, from the Commencement Date for Suite 2020, through and including the Expiration Date of the Lease.

1.9 Tenant’s Share . On the Commencement Date for Suite 2020, Section 1.9 of the Lease is hereby amended in its entirety to read as follows:

[Based on 14,917 square feet]

Maintenance Expenses specific to the Bank of America Building and the Corner Building, as set forth in Section 1.9(b); and (ii) Operating, Repair and Maintenance Expenses for Bellevue Place generally, as set forth in Section 1.9(c).

(b) Operating, Repair and Maintenance Expenses for the Bank of America Building and the Corner Building: Three point six one percent (3.61%) based on 413,664 rentable square feet pursuant to Section 1.8(a) of the Lease.

(c) Operating, Repair and Maintenance Expenses for Bellevue Place: Three point zero three percent (3.03%) based on 492,932 rentable square feet pursuant to Section 1.8(b) of the Lease.

1.10 Rent .

The following paragraphs are hereby added at the end of the Rent Section of the Lease to read as follows:

[Based on 932 rentable square feet]

From and including the Commencement Date for Suite 2020 through and including March 31, 2015, Rent shall be Thirty-seven and 25/100 Dollars ($37.25) per rentable square foot for Suite 2020 or Two Thousand Eight Hundred Ninety-three and 08/100 Dollars ($2,893.08) per month, which shall be prorated for any portion of a month.

From and including April 1, 2015 through and including March 31, 2016, Rent shall be Thirty-eight and 25/100 Dollars ($38.25) per rentable square foot for Suite 2020 or Two Thousand Nine Hundred Seventy and 75/100 Dollars ($2,970.75) per month.

From and including April 1, 2016 through and including March 31, 2017, Rent shall be Thirty-nine and 25/100 Dollars ($39.25) per rentable square foot for Suite 2020 or Three Thousand Forty-eight and 42/100 Dollars ($3,048.42) per month.

From and including April 1, 2017 through and including March 31, 2018, Rent shall be Forty and 25/100 Dollars ($40.25) per rentable square foot for Suite 2020 or Three Thousand One Hundred Twenty-six and 08/100 Dollars ($3,126.08) per month.

From and including April 1, 2018 through and including the Expiration Date, Rent shall be Forty-one and 25/100 Dollars ($41.25) per rentable square foot for Suite 2020 or Three Thousand Two Hundred Three and 75/100 Dollars ($3,203.75) per month.

1.14

Security Deposit . In addition to the Letter of Credit required to be maintained by Tenant in accordance with the Third Lease Addendum, upon Tenant’s execution of this Fifth Lease Addendum, Tenant shall pay Landlord Seven Thousand Eight Hundred Forty-four and 33/100 Dollars ($7,844.33), Three Thousand Seven Hundred Sixty-six and 83/100 Dollars ($3,766.83) of which shall be applied to the first month’s Rent for Suite 2020 and the balance of Four Thousand Seventy-seven and 50/100 Dollars ($4,077.50) shall be held by Landlord for the Lease Term.


1.17	Section 1.17 Identification of Exhibits .

Exhibit D - Tenant Design & Construction Manual . The Tenant Design & Construction Manual, a copy of which is attached hereto as Exhibit B , shall replace the existing Tenant Information Manual attached as Exhibit D to the Lease. All references in the Lease to “ Exhibit D ” or the “Tenant Information Manual” shall refer to the Tenant Design & Construction Manual attached hereto as Exhibit B .


1.19	Commencement Date for Suite 2020 . Upon substantial completion of the Premises Improvements (defined in paragraph 4 below) for Suite 2020, estimated to be April 1, 2014.

2. Section 6.2(e) Rentable Area of the Leased Premises . For Suite 2020 only, the BOMA Standard referenced in Section 6.2(e) of the Lease shall be one point two one seven (1.217).

3. Tenant’s Acceptance of Suite 2020 . Tenant has inspected Suite 2020 and accepts the same in its current condition and waives the right to make any claim against Landlord for any matter directly or indirectly arising out of the condition of Suite 2020, appurtenances thereto, the improvements thereon and the equipment thereof. LANDLORD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR HABITABILITY.

4. Landlord’s Improvement Allowance for Suite 2020 . Prior to the Commencement Date for Suite 2020, Suite 2020 shall be improved by Landlord (the “Premises Improvements”), which Premises Improvements shall be in accordance with mutually agreed upon plans and specifications for such improvements (the “Premises Plans”). The Premises Improvements shall be performed and installed by design professionals and contractors selected by Landlord in the exercise of Landlord’s subjective discretion. Landlord shall contract directly with the contractors constructing the Premises Improvements. Landlord shall contract directly with [JPC Architects] for architectural services related to the Premises Improvements. Landlord shall pay certain amounts toward the cost of the Premises Improvements (“Landlord’s Improvement Allowance”). Landlord’s Improvement Allowance is limited to Thirty-two and 00/100 Dollars ($32.00) per rentable square foot for Suite 2020, or a total amount not to exceed Twenty-nine Thousand Eight Hundred Twenty-four and 00/100 Dollars ($29,824.00). Landlord’s Improvement Allowance shall be used exclusively for Premises Improvements (including all sales and other applicable taxes but not including furniture, trade fixtures, equipment, inventory, or personal property, which shall be Tenant’s sole cost and responsibility).

Prior to the Commencement Date for Suite 2020, the Project Architect shall certify that the Premises Improvements are substantially complete in accordance with the Premises Plans. If substantial

completion of the Premises Improvements is delayed by Tenant’s acts or omissions, change in design decisions, revisions or additional work, or those of Tenant’s agents, then the Commencement Date shall be the date substantial completion of the Premises Improvements would have been achieved but for the Tenant delay, as determined by the Project Architect. The terms “substantial completion” or “substantially complete”, as used herein, means that stage of construction where the Premises Improvements are usable for their principal intended purpose, as determined in good faith by the Project Architect, and the applicable governmental authorities deem the Leased Premises approved for occupancy, notwithstanding the possible need to complete, finish or install non-critical improvement features and fixtures. The existence of repairs or defects of a nature commonly found on a “punch list,” (meaning minor items that do not materially impact Tenant’s use of the Leased Premises), after turnover to Tenant, shall not postpone the Commencement Date or result in a delay or abatement of Tenant’s obligation to pay rent or give rise to a damage claim against Landlord, provided Landlord shall use commercially reasonable efforts to complete such punch list items within sixty (60) days after Landlord’s receipt of Tenant’s punch list, referred to below. Tenant’s occupancy of the Leased Premises shall be deemed an acknowledgement that the Leased Premises are in good condition and repair and that Landlord has caused the Bank of America Building and all of the Premises Improvements to be constructed as required by this Lease, subject to those items, if any, specified in any punch list to be delivered by Tenant within thirty (30) days following substantial completion.

All improvements and fixtures made or installed in or to the Leased Premises, including all Premises Improvements, are the property of Landlord. The Premises Improvements shall not include, and Tenant shall be solely responsible for all costs associated with (i) the interior design of the Leased Premises, (ii) security and access control to the Leased Premises, (iii) data, telephone, and similar communications cabling, and (iv) furniture, fixtures and equipment. The foregoing shall be deemed to be a financial accommodation of the type referenced in 11 USC §365(c)(2) and a material and substantial part of this Lease transaction, as amended.

5. Current Tenant . Tenant is aware that Suite 2020 is currently occupied by another tenant or tenants (the “Current Tenant”) and the Current Tenant may fail or refuse to vacate Suite 2020 and relinquish all claims to Suite 2020 prior to the Commencement Date for Suite 2020. Landlord shall have no responsibility under the Lease to take any action to remove the Current Tenant and shall not be liable for any damages, injuries or claims that may be suffered by Tenant relating to or arising out of, directly or indirectly, the Current Tenant’s failure or refusal to vacate and release all interest in Suite 2020.

6. Remaining Lease Provisions Unchanged . All other terms, conditions, provisions and covenants of the Lease shall remain unchanged.

DATED as of the day and year first above written.



LANDLORD		TENANT
BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company		SMARTSHEET.COM, INC., a Washington corporation
By KEMPER DEVELOPMENT COMPANY, a Washington corporation, Its Manager		By	/s/ Mark Mader
			Mark Mader
		Its	President & CEO
By	/s/ James E. Melby
	James E. Melby
	President
		By

		Its



STATE OF WASHINGTON	)
	) ss:
COUNTY OF KING	)

On this 9 day of January, 2014, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared JAMES E. MELBY, to me known to be the President of KEMPER DEVELOPMENT COMPANY, a Washington corporation, as the Manager of BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute the said instrument.

WITNESS my hand and official seal hereto affixed the day and year first written above.



	/s/ Kathrine Kirkness
	Type Notary Name: Kathrine Kirkness
	Notary Public in and for the State of
(SEAL)	Washington, residing at	Shoreline	.
	My commission expires	9-20-17	.



STATE OF WASHINGTON	)
	) ss:
COUNTY OF KING	)

On this 23 day of December, 2013, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Mark Mader and - , to me known to be the President/CEO and - , respectively, of SMARTSHEET.COM, INC., a Washington corporation, the corporation named in and which executed the foregoing instrument; and they acknowledged to me that they signed the same as the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, being authorized so to do.

WITNESS my hand and official seal the day and year in this certificate above written.



	/s/ Kathrine Kirkness
	Type Notary Name: Kathrine Kirkness
	Notary Public in and for the State of
(SEAL)	Washington, residing at	Shoreline	.
	My commission expires	9-20-17	.

EXHIBIT A

FLOOR PLAN OF LEASED PREMISES

EXHIBIT B

TENANT DESIGN & CONSTRUCTION MANUAL

(see attached)

SIXTH LEASE ADDENDUM

THIS SIXTH LEASE ADDENDUM is made this 7 day of April, 2014, by and between BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company (“Landlord”) and SMARTSHEET.COM, INC., a Washington corporation (“Tenant”).

RECITALS

A. Bellevue Place Office Building I Limited Partnership, Landlord’s predecessor in interest, and Tenant entered into a nonresidential Lease dated December 7, 2010, and Landlord and Tenant entered into a First Lease Addendum dated December 30, 2011, Second Lease Addendum dated November 20, 2012, Third Lease Addendum dated December 26, 2012, Fourth Lease Addendum dated March 5, 2013, and Fifth Lease Addendum dated January 9, 2014 (collectively the “Lease”), for certain space in the Bank of America Building at Bellevue Place, Bellevue, Washington, which leased space is more specifically described in the Lease.

B. Landlord and Tenant intend, by the execution and delivery of this Sixth Lease Addendum, to amend and supplement the Lease in certain material respects, which includes (i) expanding the Leased Premises to include Suite 450 on the fourth (4 ^th ) floor of the Bank of America Building (“Suite 450”); (ii) adding Rent, Tenant’s Share and a Security Deposit for Suite 450; (iii) amending the Letter of Credit; and (iv) providing for Landlord’s Improvement Allowance for Suite 450.

C. Unless otherwise noted, all capitalized terms herein have the same meanings as set forth in the Lease.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant hereby amend and supplement the Lease as follows:

1. Section 1 - Basic Lease Data, Terms and Exhibits . The following provisions of Section 1 of the Lease are hereby amended, replaced, and/or added to read as follows:

1.6 Leased Premises . Upon the Commencement Date For Suite 450, that portion of the fourth (4 ^th ) floor of the Bank of America Building (Suite 450), as and where shown on Exhibit A , attached hereto and incorporated herein by this reference, shall be added to Exhibit C in the Lease.

1.7 Rentable Area of the Leased Premises . Section 1.7 (e) is hereby added at the end of Section 1.7 of the Lease to read as follows:

(e) Suite 450 : Seven Thousand Three Hundred Twenty (7,320) square feet, from the Commencement Date For Suite 450, through and including the Expiration Date of the Lease.

1.9 Tenant’s Share . On the Commencement Date For Suite 450, Sections 1.9(b) and (c) of the Lease are hereby amended in their entirety to read as follows:

[Based on 22,237 rentable square feet]

(b) Operating, Repair and Maintenance Expenses for the Bank of America Building and the Corner Building: Five point three eight percent (5.38%) based on 413,664 rentable square feet pursuant to Section 1.8(a) of the Lease.

(c) Operating, Repair and Maintenance Expenses for Bellevue Place: Four point five one percent (4.51%) based on 492,932 rentable square feet pursuant to Section 1.8(b) of the Lease.

1.10 Rent .

The following paragraphs are hereby added at the end of the Rent Section of the Lease to read as follows:

[Based on 7,320 rentable square feet]

From and including the earlier of: (i) one (1) week following substantial completion of the Premises Improvements (defined in paragraph 4 below) for Suite 450, estimated to be July 1, 2014, or (ii) the date of Tenant’s occupancy of the Leased Premises for business purposes, through and including June 30, 2015, Rent shall be Thirty-two and 25/100 Dollars ($32.25) per rentable square foot for Suite 450 or Nineteen Thousand Six Hundred Seventy-two and 50/100 Dollars ($19,672.50) per month, which shall be prorated for any portion of a month.

From and including July 1, 2015 through and including June 30, 2016, Rent shall be Thirty-three and 25/100 Dollars ($33.25) per rentable square foot for Suite 450 or Twenty Thousand Two Hundred Eighty-two and 50/100 Dollars ($20,282.50) per month.

From and including July 1, 2016 through and including June 30, 2017, Rent shall be Thirty-four and 25/100 Dollars ($34.25) per rentable square foot for Suite 450 or Twenty Thousand Eight Hundred Ninety-two and 50/100 Dollars ($20,892.50) per month.

From and including July 1, 2017 through and including June 30, 2018, Rent shall be Thirty-five and 25/100 Dollars ($35.25) per rentable square foot for Suite 450 or Twenty-one Thousand Five Hundred Two and 50/100 Dollars ($21,502.50) per month.

From and including July 1, 2018 through and including the Expiration Date, Rent shall be Thirty-six and 25/100 Dollars ($36.25) per rentable square foot for Suite 450 or Twenty-two Thousand One Hundred Twelve and 50/100 Dollars ($22,112.50) per month.


1.14	Security Deposit . In addition to the Letter of Credit required to be maintained by Tenant in accordance with the Third Lease Addendum, upon Tenant’s execution of this Sixth Lease Addendum, Tenant shall pay Landlord Twenty-seven Thousand Eighty-four and 00/100 Dollars ($27,084.00), which amount shall be applied to the first month’s Rent and Additional Rent for Suite 450.


1.20	Commencement Date For Suite 450 . Upon substantial completion of the Premises Improvements (defined in paragraph 4 below) for Suite 450, estimated to be July 1, 2014.

2. Tenant’s Acceptance of Suite 450 . Tenant has inspected Suite 450 and accepts the same in its current condition and waives the right to make any claim against Landlord for any matter directly or indirectly arising out of the condition of Suite 450, appurtenances thereto, the improvements thereon and the equipment thereof. LANDLORD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR HABITABILITY.

3. Letter of Credit . The third paragraph of Paragraph 9 of the Third Lease Addendum is hereby amended in its entirety to read as follows:

Notwithstanding the foregoing, the initial amount of the Letter of Credit shall be as follows during the Lease Term, provided that Tenant has not defaulted under the Lease beyond the applicable notice and cure period:


•	From and including the Commencement Date For Suite 2000 through and including March 31, 2016 - $533,408.00;


•	From and including April 1, 2016 through and including March 31, 2017 - $400,000.00;


•	From and including April 1, 2017 through and including March 31, 2018 - $206,704.00; and


•	From and including April 1, 2018 through and including the Expiration Date - $186,693.00.

4. Landlord’s Improvement Allowance for Suite 450 .

(a) Prior to the Commencement Date For Suite 450, Suite 450 shall be improved by Landlord (the “Premises Improvements”), which Premises Improvements shall be in accordance with mutually agreed upon plans and specifications for such improvements (the “Premises Plans”). The Premises Improvements shall be performed and installed by design professionals and contractors selected by Landlord in the exercise of Landlord’s subjective discretion. Landlord shall contract directly with the contractors constructing the Premises Improvements. Landlord shall contract directly with JPC Architects for architectural services related to the Premises Improvements. Landlord shall pay certain amounts toward the cost of the Premises Improvements (“Landlord’s Improvement Allowance”). Landlord’s Improvement Allowance is limited to Thirty-three and 00/100 Dollars ($33.00) per rentable square foot for Suite 450, or a total amount not to exceed Two Hundred Forty-one Thousand Five Hundred Sixty and 00/100 Dollars ($241,560.00). Landlord’s Improvement Allowance shall be used exclusively for Premises Improvements (including all sales and other applicable taxes but not including furniture, trade fixtures, equipment, inventory, or personal property, which shall be Tenant’s sole cost and responsibility); provided, however, Tenant has the right to use up to Two and 00/100 Dollars ($2.00) per rentable square foot for Suite 450 (Fourteen Thousand Six Hundred Forty and 00/100 Dollars ($14,640.00)) of Landlord’s Improvement Allowance to offset data, telephone, and similar communication cabling costs. The Premises Improvements shall include new building standard light fixtures. Any unused portion of Landlord’s Improvement Allowance, not to exceed $5.00 per rentable square foot for Suite 450 (Thirty-six Thousand Six Hundred and 00/100 Dollars ($36,600.00)), shall be credited by Landlord to the next payment or payments of Rent due under the Lease.

(b) Any and all costs for the construction and installation of the Premises Improvements (including but not limited to the cost of all working drawings, space plans, and engineering, architectural, design and consulting fees) in excess of Landlord’s Improvement Allowance (“Excess Improvement Costs”) shall be Tenant’s sole responsibility and shall be paid by Tenant promptly when due. Tenant’s failure or refusal to pay any such Excess Improvement Costs shall be a material breach of this Sixth Lease Addendum and a default hereunder. If it should appear to Landlord at any time that Tenant is or may be obligated to pay for any Excess Improvement Costs, in addition to any and all other rights and remedies to which Landlord may be entitled, Landlord shall have the right, but not the obligation, to immediately stop or prevent any and all further design, construction and installation work until Landlord has received satisfactory assurances that Tenant can and will promptly pay all Excess Improvement Costs.

(c) Prior to the Commencement Date For Suite 450, the Project Architect shall certify that the Premises Improvements are substantially complete in accordance with the Premises Plans. If substantial completion of the Premises Improvements is delayed by Tenant’s acts or omissions, change in design decisions, revisions or additional work, or those of Tenant’s agents, then the Commencement Date For Suite 450 shall be the date substantial completion of the Premises Improvements would have been achieved but for the Tenant delay, as determined by the Project Architect. The terms “substantial completion” or “substantially complete”, as used herein, means that stage of construction where the Premises Improvements are usable for their principal intended purpose, as determined in good faith by the Project Architect, and the applicable governmental authorities deem Suite 450 approved for occupancy, notwithstanding the possible need to complete, finish or install non-critical improvement features and fixtures. The existence of repairs or defects of a nature commonly found on a “punch list,” (meaning minor items that do not materially impact Tenant’s use of Suite 450), after turnover to Tenant, shall not postpone the Commencement Date For Suite 450 or result in a delay or abatement of Tenant’s obligation to pay rent or give rise to a damage claim against Landlord, provided Landlord shall use commercially reasonable efforts to complete such punch list items within sixty (60) days after Landlord’s receipt of Tenant’s punch list, referred to below. Tenant’s occupancy of Suite 450 shall be deemed an acknowledgement that Suite 450 is in good condition and repair and that Landlord has caused the Bank of America Building and all of the Premises Improvements to be constructed as required by this Sixth Lease Addendum, subject to those items, if any, specified in any punch list to be delivered by Tenant within thirty (30) days following substantial completion.

(d) All improvements and fixtures made or installed in or to Suite 450, including all Premises Improvements, are the property of Landlord. The Premises Improvements shall not include, and Tenant shall be solely responsible for all costs associated with (i) the interior design of Suite 450, (ii) security and access control to Suite 450, (iii) data, telephone, and similar communications cabling in excess of the $2.00 allowance set forth in paragraph 4(a) above, and (iv) furniture, fixtures and equipment. The foregoing shall be deemed to be a financial accommodation of the type referenced in 11 USC §365(c)(2) and a material and substantial part of this Lease transaction, as amended.

5. Additional Rent . Notwithstanding anything in the Lease or this Addendum to the contrary, Tenant’s obligation to pay Additional Rent for Suite 450 shall commence at the same time Tenant’s obligation to pay Rent for Suite 450 commences.

6. No Termination Right . Notwithstanding anything in Section 10(a) of the Third Lease Addendum to the contrary, Tenant shall have no right to terminate the Lease with respect to Suite 450 of the Leased Premises.

7. Section 34.1 Parking . The parking rate for Suite 450 shall be at the current rate of One Hundred Eighty-five and 00/100 Dollars ($185.00) per parking permit per month (excluding tax), which rate may

increase from time to time. Notwithstanding anything in the Lease to the contrary, effective July 1, 2014, any new parking permits shall be at the current rate being charged by Landlord.

8. Remaining Lease Provisions Unchanged . All other terms, conditions, provisions and covenants of the Lease shall remain unchanged.

DATED as of the day and year first above written.



LANDLORD		TENANT

BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company		SMARTSHEET.COM, INC., a Washington corporation
By KEMPER DEVELOPMENT COMPANY, a Washington corporation, Its Manager		By	/s/ Mark Mader
			Mark Mader
		Its	President & CEO
By	/s/ James E. Melby
	James E. Melby
	President
		By

		Its



STATE OF WASHINGTON	)
	) ss:
COUNTY OF KING	)

On this 7 day of April, 2014, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared JAMES E. MELBY, to me known to be the President of KEMPER DEVELOPMENT COMPANY, a Washington corporation, as the Manager of BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute the said instrument.

WITNESS my hand and official seal hereto affixed the day and year first written above.



	/s/ Kathrine Kirkness
	Type Notary Name: Kathrine Kirkness
	Notary Public in and for the State of
(SEAL)	Washington, residing at	Kirkland	.
	My commission expires	9-20-17	.



STATE OF WASHINGTON	)
	) ss:
COUNTY OF KING	)

On this 4 ^th day of April, 2014, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Mark Mader, to me known to be the President, respectively, of SMARTSHEET.COM, INC., a Washington corporation, the corporation named in and which executed the foregoing instrument; and they acknowledged to me that they signed the same as the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, being authorized so to do.

WITNESS my hand and official seal the day and year in this certificate above written.



	/s/ Maggie Surbridge
	Type Notary Name: Maggie Surbridge
	Notary Public in and for the State of
(SEAL)	Washington, residing at	King County	.
	My commission expires	3/12/17	.

EXHIBIT A

FLOOR PLAN OF LEASED PREMISES

Suite 450

SEVENTH LEASE ADDENDUM

THIS SEVENTH LEASE ADDENDUM is made this 27 day of October, 2014, by and between BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company (“Landlord”), and SMARTSHEET.COM, INC., a Washington corporation (“Tenant”).

RECITALS

A. Bellevue Place Office Building I Limited Partnership, Landlord’s predecessor in interest, and Tenant entered into a nonresidential Lease dated December 7, 2010, and Landlord and Tenant entered into a First Lease Addendum dated December 30, 2011, Second Lease Addendum dated November 20, 2012, Third Lease Addendum dated December 26, 2012, Fourth Lease Addendum dated March 5, 2013, Fifth Lease Addendum dated January 9, 2014, and Sixth Lease Addendum dated April 7, 2014 (collectively the “Lease”), for certain space in the Bank of America Building at Bellevue Place, Bellevue, Washington, which leased space is more specifically described in the Lease.

B. Landlord and Tenant intend, by the execution and delivery of this Seventh Lease Addendum, to amend and supplement the Lease in certain material respects, which includes the deletion of paragraph 10 of the Third Lease Addendum (Tenant Expansion Right) and providing for the termination of the Lease upon the occurrence of certain events.

C. Unless otherwise noted, all capitalized terms herein have the same meanings as set forth in the Lease.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant hereby amend and supplement the Lease as follows:

1. Paragraph 10 of the Third Lease Addendum - Tenant Expansion Right . Paragraph 10 of the Third Lease Addendum (Tenant Expansion Right) is hereby deleted in its entirety.

2. Lease Termination . Notwithstanding anything herein or in the Lease to the contrary, the Lease shall terminate and be of no further force or effect upon the rent commencement date set forth in a lease executed by Landlord (or Landlord’s affiliate) and Tenant for approximately 72,000 rentable square feet of contiguous office space on no more than four (4) floors in either Lincoln Square or Lincoln Square Expansion. The termination shall operate as if it were the expiration date set forth in Section 1.13 of the Lease, and all references in the Lease to the original Expiration Date shall refer to such earlier termination date.

3. Remaining Lease Provisions Unchanged . All other terms, conditions, provisions and covenants of the Lease shall remain unchanged.

DATED as of the day and year first above written.



LANDLORD:		TENANT:

BELLEVUE PLACE OFFICE, LLC		SMARTSHEET, INC.,
a Washington limited liability company		a Washington corporation

By: KEMPER DEVELOPMENT		By	/s/ Mark Mader
COMPANY, a Washington corporation;
Its Manager		Its	President & CEO

By:	/s/ James Melby	By
	James Melby
	President	Its



STATE OF WASHINGTON		)
		) ss:
COUNTY OF KING		)

On this 27 day of October, 2014, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared JAMES E. MELBY, to me known to be the President of KEMPER DEVELOPMENT COMPANY, a Washington corporation, as the Manager of BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute the said instrument.

WITNESS my hand and official seal hereto affixed the day and year first written above.



	/s/ Katherine Kirkness
	Type Notary Name: Katherine Kirkness
	Notary Public in and for the State of
(SEAL)	Washington, residing at	Shoreline
	My commission expires	9∙20∙17



STATE OF WASHINGTON		)
		) ss:
COUNTY OF KING		)

On this 23 ^rd day of October, 2014, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Mark Mader, to me known to be the President and CEO of SMARTSHEET.COM, INC., a Washington corporation, the corporation named in and which executed the foregoing instrument; and they acknowledged to me that they signed the same as the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, being authorized so to do.

WITNESS my hand and official seal the day and year in this certificate above written.



	/s/ Maggie Surbridge
	Type Notary Name: Maggie Surbridge
	Notary Public in and for the State of
(SEAL)	Washington, residing at	King County
	My commission expires	3/12/17

EIGHTH LEASE ADDENDUM

THIS EIGHTH LEASE ADDENDUM is made this 19 day of October, 2015, by and between BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company (“Landlord”), and SMARTSHEET.COM, INC., a Washington corporation (“Tenant”).

RECITALS

A. Bellevue Place Office Building I Limited Partnership, Landlord’s predecessor in interest, and Tenant entered into a nonresidential Lease dated December 7, 2010, and Landlord and Tenant entered into a First Lease Addendum dated December 30, 2011, Second Lease Addendum dated November 20, 2012, Third Lease Addendum dated December 26, 2012, Fourth Lease Addendum dated March 5, 2013, Fifth Lease Addendum dated January 9, 2014, Sixth Lease Addendum dated April 7, 2014 and Seventh Lease Addendum dated October 27, 2014 (collectively the “Lease”), for certain space in the Bank of America Building at Bellevue Place, Bellevue, Washington, which leased space is more specifically described in the Lease.

B. Landlord and Tenant intend, by the execution and delivery of this Eighth Lease Addendum, to amend and supplement the Lease in certain material respects, which includes (i) expanding the Leased Premises to include Suite 2026 on the twentieth (20 ^th ) floor of the Bank of America Building (“Suite 2026”); (ii) providing for Rent, Tenant’s Share and a Security Deposit for Suite 2026; and (iii) providing for Landlord’s Improvement Allowance for Suite 2026.

C. Unless otherwise noted, all capitalized terms herein have the same meanings as set forth in the Lease.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant hereby amend and supplement the Lease as follows:

1. Section 1 - Basic Lease Data, Terms and Exhibits . The following provisions of Section 1 of the Lease are hereby amended in their entirety and/or added to read as follows:

1.6 Leased Premises . Upon the Commencement Date for Suite 2026 (defined below) through and including the Expiration Date, the Leased Premises shall be as and where shown on Exhibit A , attached hereto and incorporated herein, and Exhibit A shall replace Exhibit C in the Lease.

1.7 Rentable Area of the Leased Premises . Section 1.7 (f) is hereby added at the end of Section 1.7 of the Lease to read as follows:

Suite 2026 : From the Commencement Date for Suite 2026, through and including the Expiration Date, Two Thousand Seven Hundred Thirty (2,730) square feet.

1.9 Tenant’s Share . Upon the Commencement Date for Suite 2026, Section 1.9 of the Lease is hereby amended in its entirety to read as follows:

[Based on 17,647 square feet]

forth in Section 1.9(b); and (ii) Operating, Repair and Maintenance Expenses for Bellevue Place generally, as set forth in Section 1.9(c).

(b) Operating, Repair and Maintenance Expenses for the Bank of America Building and the Corner Building: Four point two six six percent (4.266%) based on 413,664 rentable square feet pursuant to Section 1.8(a) of the Lease.

(c) Operating, Repair and Maintenance Expenses for Bellevue Place: Three point five eight percent (3.58%) based on 492,932 rentable square feet pursuant to Section 1.8(b) of the Lease.

1.10 Rent .

The following paragraphs are hereby added at the end of the Rent Section of the Lease to read as follows:

Suite 2026 [Based on 2,730 rentable square feet]

From and including the Commencement Date for Suite 2026 through and including the last day of the twelfth (12th) month of the Lease Term for Suite 2026, Rent shall be Thirty-seven and 25/100 Dollars ($37.25) per rentable square foot for Suite 2026 or Eight Thousand Four Hundred Seventy-four and 38/100 Dollars ($8,474.38) per month, which shall be prorated for any partial portion of a month.

From and including the first day of the thirteenth (13th) month through and including the last day of the twenty-fourth (24th) month of the Lease Term for Suite 2026, Rent shall be Thirty-eight and 37/100 Dollars ($38.37) per rentable square foot for Suite 2026 or Eight Thousand Seven Hundred Twenty-nine and 18/100 Dollars ($8,729.18) per month.

From and including the first day of the twenty-fifth (25th) month through and including the last day of the thirty-sixth (36th) month of the Lease Term for Suite 2026, Rent shall be Thirty-nine and 52/100 Dollars ($39.52) per rentable square foot for Suite 2026 or Eight Thousand Nine Hundred Ninety and 80/100 Dollars ($8,990.80) per month.

From and including the first day of the thirty-seventh (37th) month through and including the Expiration Date, Rent shall be Forty and 71/100 Dollars ($40.71) per rentable square foot for Suite 2026 or Nine Thousand Two Hundred Sixty-one and 53/100 Dollars ($9,261.53) per month.

1.14

Security Deposit . In addition to the Letter of Credit required to be maintained by Tenant in accordance with the Third Lease Addendum, upon Tenant’s execution of this Eighth Lease Addendum, Tenant shall pay Landlord Eight Thousand Four Hundred Seventy-four and 38/100 Dollars ($8,474.38), which amount shall be applied to the first month’s Rent for Suite 2026, so long as Tenant is not in default under the Lease beyond the applicable notice and cure period.


1.19	Commencement Date for Suite 2026 . Upon the earlier of (i) five (5) days following substantial completion of the Premises Improvements (defined in paragraph 4 below)

for Suite 2026, estimated to be between January 1, 2016 and April 1, 2016, or (ii) Tenant’s occupancy of Space 2026 for business purposes.

2. Section 6.2(e) Rentable Area of the Leased Premises . For the entire Leased Premises, the BOMA Standard referenced in Section 6.2(e) of the Lease shall be one point one seven four nine (1.1749).

3. Tenant’s Acceptance of Suite 2026 . Tenant has inspected Suite 2026 and accepts the same in its current condition and waives the right to make any claim against Landlord for any matter directly or indirectly arising out of the condition of Suite 2026, appurtenances thereto, the improvements thereon and the equipment thereof. LANDLORD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR HABITABILITY.

4. Landlord’s Improvement Allowance for Suite 2026 . Prior to the Commencement Date for Suite 2026, Suite 2026 shall be improved by Landlord (the “Premises Improvements”), which Premises Improvements shall be in accordance with mutually agreed upon plans and specifications (the “Premises Plans”). The Premises Improvements shall be performed and installed by design professionals and contractors selected by Landlord in the exercise of Landlord’s subjective discretion. Landlord shall contract directly with the contractors constructing the Premises Improvements. Landlord shall contract directly with JPC Architects for architectural services related to the Premises Improvements. Landlord shall pay certain amounts toward the cost of the Premises Improvements (“Landlord’s Improvement Allowance”). Landlord’s Improvement Allowance is limited to Thirty-four and 00/100 Dollars ($34.00) per rentable square foot for Suite 2026, or a total amount not to exceed Ninety-two Thousand Eight Hundred Twenty and 00/100 Dollars ($92,820.00). Landlord’s Improvement Allowance shall be used exclusively for the Premises Improvements (including all sales and other applicable taxes but not including furniture, trade fixtures, equipment, inventory, or personal property, which shall be Tenant’s sole cost and responsibility).

Any and all costs for the construction and installation of the Premises Improvements (including but not limited to the cost of all working drawings, space plans, and engineering, architectural, design and consulting fees) in excess of Landlord’s Improvement Allowance (“Excess Improvement Costs”) shall be Tenant’s sole responsibility and shall be paid by Tenant promptly when due. Tenant’s failure or refusal to pay any such Excess Improvement Costs shall be a material breach of this Lease and a default hereunder. Landlord anticipates that Tenant will be obligated to pay for Excess Improvement Costs. To secure Tenant’s payment of Excess Improvement Costs, prior to the commencement of the Premises Improvements, Tenant shall deposit with Landlord the estimated amount of the Excess Improvement Costs determined by Landlord, to be held in escrow by Landlord for the payment of any Excess Improvement Costs. If it should appear to Landlord at any time that Tenant is or may be obligated to pay for any Excess Improvement Costs in excess of the deposit, in addition to any and all other rights and remedies to which Landlord may be entitled, Landlord shall have the right, but not the obligation, to immediately stop or prevent any and all further design, construction and installation work until Landlord has received satisfactory assurances that Tenant can and will promptly pay all Excess Improvement Costs. Any unused portion of the deposit for Excess Improvement Costs shall be returned to Tenant or applied to the next payment of Rent as elected by Tenant.

Prior to the Commencement Date for Suite 2026, the Project Architect shall certify that the Premises Improvements are substantially complete in accordance with the Premises Plans. If substantial completion of the Premises Improvements is delayed by Tenant’s acts or omissions, change in design decisions, revisions or additional work, or those of Tenant’s agents, then the Commencement Date shall be the date substantial completion of the Premises Improvements would have been achieved but for the Tenant delay, as determined by the Project Architect. The terms “substantial completion” or “substantially complete”, as used herein, means that stage of construction where the Premises Improvements are usable for their principal intended

purpose, as determined in good faith by the Project Architect, and the applicable governmental authorities deem the Leased Premises approved for occupancy, notwithstanding the possible need to complete, finish or install non-critical improvement features and fixtures. The existence of repairs or defects of a nature commonly found on a “punch list,” (meaning minor items that do not materially impact Tenant’s use of the Leased Premises), after turnover to Tenant, shall not postpone the Commencement Date or result in a delay or abatement of Tenant’s obligation to pay rent or give rise to a damage claim against Landlord, provided Landlord shall use commercially reasonable efforts to complete such punch list items within sixty (60) days after Landlord’s receipt of Tenant’s punch list, referred to below. Tenant’s occupancy of the Leased Premises shall be deemed an acknowledgement that the Leased Premises are in good condition and repair and that Landlord has caused the Bank of America Building and all of the Premises Improvements to be constructed as required by this Lease, subject to those items, if any, specified in any punch list to be delivered by Tenant within thirty (30) days following substantial completion.

5. Current Tenant . Tenant is aware that Suite 2026 is currently occupied by another tenant or tenants (the “Current Tenant”) and the Current Tenant may fail or refuse to vacate Suite 2026 and relinquish all claims to Suite 2026 prior to the Commencement Date for Suite 2026. Landlord shall have no responsibility under the Lease to take any action to remove the Current Tenant and shall not be liable for any damages, injuries or claims that may be suffered by Tenant relating to or arising out of, directly or indirectly, the Current Tenant’s failure or refusal to vacate and release all interest in Suite 2026.

6. Broker’s Commission . Tenant represents and warrants to Landlord it has incurred no liabilities or claims for brokerage commissions or finder’s fees in connection with the execution of this Eighth Lease Addendum and it has not dealt with or has any knowledge of any real estate broker, agent or salesperson in connection with this Eighth Lease Addendum except Broderick Group, Inc., which represents Landlord and Tenant. Provided this Eighth Lease Addendum is fully executed, Landlord agrees to pay a broker’s commission to Broderick Group, Inc. pursuant to a separate agreement. Each party agrees to indemnify and hold the other parties harmless from all such liabilities or claims (including, without limitation, attorneys’ fees) by anyone other than Broderick Group, Inc.

7. Remaining Lease Provisions Unchanged . All other terms, conditions, provisions and covenants of the Lease shall remain unchanged.

DATED as of the day and year first above written.



LANDLORD:		TENANT:

BELLEVUE PLACE OFFICE, LLC		SMARTSHEET, INC.,
a Washington limited liability company		a Washington corporation

By: KEMPER DEVELOPMENT		By	/s/ Mark P. Mader
COMPANY, a Washington corporation;
Its Manager		Its	CEO

By:	/s/ James Melby	By	Mark P. Mader
	James Melby
	President	Its	CEO



STATE OF WASHINGTON		)
		) ss:
COUNTY OF KING		)

On this 19 day of October, 2015, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared JAMES E. MELBY, to me known to be the President of KEMPER DEVELOPMENT COMPANY, a Washington corporation, as the Manager of BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute the said instrument.

WITNESS my hand and official seal hereto affixed the day and year first written above.



	/s/ Katherine Kirkness
	Type Notary Name: Katie Kirkness
	Notary Public in and for the State of
(SEAL)	Washington, residing at	Shoreline
	My commission expires	9∙20∙17



STATE OF WASHINGTON		)
		) ss:
COUNTY OF KING		)

On this 19 ^th day of October, 2015, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Mark Mader and / , to me known to be the CEO and / , respectively, of SMARTSHEET.COM, INC., a Washington corporation, the corporation named in and which executed the foregoing instrument; and they acknowledged to me that they signed the same as the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, being authorized so to do.

WITNESS my hand and official seal the day and year in this certificate above written.



	/s/ Lauren Chierichetti
	Type Notary Name: Lauren Chierichetti
	Notary Public in and for the State of
(SEAL)	Washington, residing at	Seattle.
	My commission expires	10/9/16.

Exhibit A

Leased Premises

NINTH LEASE ADDENDUM

THIS NINTH LEASE ADDENDUM is made this 3 day of March, 2016, by and between BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company (“Landlord”), and SMARTSHEET.COM, INC., a Washington corporation (“Tenant”).

RECITALS

A. Bellevue Place Office Building I Limited Partnership, Landlord’s predecessor in interest, and Tenant entered into a nonresidential Lease dated December 7, 2010, and Landlord and Tenant entered into a First Lease Addendum dated December 30, 2011, Second Lease Addendum dated November 20, 2012, Third Lease Addendum dated December 26, 2012, Fourth Lease Addendum dated March 5, 2013, Fifth Lease Addendum dated January 9, 2014, Sixth Lease Addendum dated April 7, 2014, Seventh Lease Addendum dated October 27, 2014 and Eighth Lease Addendum dated October 19, 2015 (collectively, the “Lease”), for certain space in the Bank of America Building at Bellevue Place, Bellevue, Washington, which leased space is more specifically described in the Lease.

B. Landlord and Tenant intend, by the execution and delivery of this Ninth Lease Addendum, to adjust the Letter of Credit schedule.

C. Unless otherwise noted, all capitalized terms herein have the same meanings as set forth in the Lease.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant hereby amend and supplement the Lease as follows:

1. Letter of Credit . Section 3 of the Sixth Lease Addendum is hereby amended in its entirety to read as follows:

Notwithstanding the foregoing, the amount of the Letter of Credit shall be reduced as follows during the Lease Term, provided Tenant has not defaulted under the Lease beyond the applicable notice and cure period:


•	From and including the date hereof through and including March 31, 2017 - the amount of the Letter of Credit shall be $533,408.00;


•	From and including April 1, 2017 through and including March 31, 2018 - the amount of the Letter of Credit shall be $400,000.00; and


•	From and including April 1, 2018 through and including the Expiration Date - the amount of the Letter of Credit shall be $206,704.00.

2. Remaining Lease Provisions . Except as expressly modified in this Addendum, all other provisions of the Lease remain in full force and effect. In the event of a conflict between the terms of this Addendum and the Lease, the terms of this Addendum shall control.

DATED as of the day and year first above written.



LANDLORD:		TENANT:

BELLEVUE PLACE OFFICE, LLC		SMARTSHEET, INC.,
a Washington limited liability company		a Washington corporation

By: KEMPER DEVELOPMENT		By	/s/ Mark Mader
COMPANY, a Washington corporation;			Mark Mader, CEO
Its Manager

By:	/s/ James Melby
	James Melby
	President



STATE OF WASHINGTON		)
		) ss:
COUNTY OF KING		)

On this 3 day of March, 2016, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared JAMES E. MELBY, to me known to be the President of KEMPER DEVELOPMENT COMPANY, a Washington corporation, as the Manager of BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute the said instrument.

WITNESS my hand and official seal hereto affixed the day and year first written above.



	/s/ Katie Kirkness
	Type Notary Name:	Katie Kirkness
	Notary Public in and for the State of
(SEAL)	Washington, residing at	Shoreline
	My commission expires	9∙20∙17



STATE OF WASHINGTON		)
		) ss:
COUNTY OF KING		)

On this 9 ^th day of February, 2016, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Mark Mader, to me known to be the CEO of SMARTSHEET.COM, INC., a Washington corporation, the corporation named in and which executed the foregoing instrument; and he acknowledged to me that they signed the same as the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, being authorized so to do.

WITNESS my hand and official seal the day and year in this certificate above written.



	/s/ Lauren Chierichetti
	Type Notary Name:	Lauren Chierichetti
	Notary Public in and for the State of
(SEAL)	Washington, residing at	Seattle
	My commission expires	10/9/16

TENTH LEASE ADDENDUM

THIS TENTH LEASE ADDENDUM (this “Addendum”) is made this 12 day of September, 2016, by and between BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company (“Landlord”), and SMARTSHEET.COM, INC., a Washington corporation (“Tenant”).

RECITALS

A. Bellevue Place Office Building I Limited Partnership, Landlord’s predecessor in interest, and Tenant entered into a nonresidential Lease dated December 7, 2010, and Landlord and Tenant entered into a First Lease Addendum dated December 30, 2011, Second Lease Addendum dated November 20, 2012, Third Lease Addendum dated December 26, 2012, Fourth Lease Addendum dated March 5, 2013, Fifth Lease Addendum dated January 9, 2014, Sixth Lease Addendum dated April 7, 2014, Seventh Lease Addendum dated October 27, 2014, Eighth Lease Addendum dated October 19, 2015 and Ninth Lease Addendum dated March 3, 2016 (collectively, the “Lease”), for certain space in the Bank of America Building at Bellevue Place, Bellevue, Washington, which leased space is more specifically described in the Lease.

B. Landlord and Tenant intend, by the execution and delivery of this Addendum, to amend and supplement the Lease in certain material respects, which include reducing the size of the Leased Premises and Tenant’s Share.

C. Unless otherwise noted, all capitalized terms herein have the same meanings as set forth in the Lease.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant hereby amend and supplement the Lease as follows:


1.	Section 1. BASIC LEASE DATA, TERMS AND EXHIBITS . The following paragraphs of Section 1 of the Lease are hereby amended in their entirety and/or added to read as follows:

1.6 Leased Premises . Upon the commencement date for space on the fourth (4th) floor of the Bank of America Building (“Commencement Date for 4th Floor Space”), for which Landlord and Tenant will enter into a new lease simultaneously herewith, the Leased Premises shall be comprised of space solely on the 20th floor of the Bank of America Building, as and where shown on Exhibit A , attached hereto and incorporated herein, Exhibit A shall replace Exhibit C in the Lease.

1.7 Rentable Area of the Leased Premises . Effective as of the Commencement Date for the 4th Floor Space, Section 1.7 is hereby amended in its entirety to read as follows;

Floor 20 : From the Commencement Date for 4th Floor Space, through and including the Expiration Date of the Lease, Seventeen Thousand Six Hundred Forty-seven (17,647) square feet.

1.9 Tenant’s Share : [based on 17,647 rentable square feet]

Effective the Commencement Date for 4th Floor Space, Sections 1.9(b) and 1.9(c) of the Lease are hereby amended in their entirety to read as follows:

(b) Operating, Repair and Maintenance Expenses for the Bank of America Building and the Corner Building: Four point two seven percent (4.27%) based on 413,664 rentable square feet pursuant to Section 1.8(a) of the Lease; and

(c) Operating, Repair and Maintenance Expenses for Bellevue Place: Three point five eight percent (3.58%) based on 492,932 rentable square feet pursuant to Section 1.8(b) of the Lease.

DATED as of the day and year first above written.



LANDLORD:		TENANT:

BELLEVUE PLACE OFFICE, LLC		SMARTSHEET, INC.,
a Washington limited liability company		a Washington corporation

By: KEMPER DEVELOPMENT		By	/s/ Mark Mader
COMPANY, a Washington corporation;			Mark Mader, CEO
Its Manager

By:	/s/ James Melby
	James Melby
	President



STATE OF WASHINGTON		)
		) ss:
COUNTY OF KING		)

On this 12 day of September, 2016, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared JAMES E. MELBY, to me known to be the President of KEMPER DEVELOPMENT COMPANY, a Washington corporation, as the Manager of BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute the said instrument.

WITNESS my hand and official seal hereto affixed the day and year first written above.



	/s/ Katie Kirkness
	Type Notary Name:	Katie Kirkness
	Notary Public in and for the State of
(SEAL)	Washington, residing at	Shoreline
	My commission expires	9∙20∙17



STATE OF WASHINGTON		)
		) ss:
COUNTY OF KING		)

On this 6 ^th day of September, 2016, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Mark Mader, to me known to be the CEO of SMARTSHEET.COM, INC., a Washington corporation, the corporation named in and which executed the foregoing instrument; and they acknowledged to me that they signed the same as the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, being authorized so to do.

WITNESS my hand and official seal the day and year in this certificate above written.



	/s/ Maggie Surbridge
	Type Notary Name:	Maggie Surbridge
	Notary Public in and for the State of
(SEAL)	Washington, residing at	King County.
	My commission expires	3/12/2017.

Exhibit A

Bellevue Place - Bank of America Building - Floor 20

BANK OF AMERICA BUILDING OFFICE LEASE

BETWEEN

BELLEVUE PLACE OFFICE, LLC,

a Washington limited liability company

(Landlord)

AND

SMARTSHEET.COM, INC.,

a Washington corporation

(Tenant)

SUITE 1300

Table of Contents



			Page

1	BASIC LEASE DATA, TERMS AND EXHIBITS.		1

2	PREMISES		3
	2.1	Generally	3
	2.2	Reserved to Landlord	4
	2.3	Intentionally Omitted	4

3	LEASE TERM		4
	3.1	Generally	4
	3.2	Termination	4
	3.3	Holding Over	4
	3.4	Option to Extend Lease Term	5
	3.5	Right of First Opportunity	6

4	COMMENCEMENT AND EXPIRATION DATES; LEASE YEAR		7
	4.1	Commencement Date	7
	4.2	Expiration Date	7
	4.3	Confirmation of Commencement and Expiration	7
	4.4	Lease Year	7

5	RENT		7

6	ADDITIONAL RENT		8
	6.1	Generally	8
	6.2	Definitions	8
	6.3	Payment	11
	6.4	Nonpayment	12
	6.5	Future Development of Bellevue Place	12
	6.6	Disputes Relating to Additional Rent	12

7	LATE CHARGES		12

8	SECURITY DEPOSIT		13

9	USES		13
	9.1	Permitted Uses	13
	9.2	Prohibited Uses	14
	9.3	Compliance with Laws, Rules and Regulations	14
	9.4	Hazardous Material	14




10	SERVICES AND UTILITIES		15
	10.1	Standard Services	15
	10.2	Interruption of Services	15
	10.3	Additional Services	15

11	IMPROVEMENTS, ALTERATIONS AND ADDITIONS		16
	11.1	Premises Improvements	16
	11.2	Alterations by Tenant	17
	11.3	Disability Laws	18

12	MAINTENANCE OF THE PREMISES		18
	12.1	Maintenance and Repair by Tenant	18
	12.2	Failure to Maintain	18
	12.3	Repair by Landlord	19
	12.4	Surrender of Leased Premises	19

13	ACCEPTANCE OF THE LEASED PREMISES		19

14	DEFAULT BY LANDLORD		20

15	ACCESS		20
	15.1	Right of Entry	20
	15.2	Excavation	20

16	DAMAGE OR DESTRUCTION		21
	16.1	Insured Loss	21
	16.2	Uninsured Loss	21
	16.3	No Obligation	21
	16.4	Partial Destruction of the Bank of America Building	21
	16.5	Business Interruption	22

17	MUTUAL RELEASE AND WAIVER OF SUBROGATION		22

18	INDEMNITY		22
	18.1	Generally	22
	18.2	Concurrent Negligence of Landlord and Tenant Relating to Construction, Repair and Maintenance Activities	23
	18.3	Waiver of Workers’ Compensation Immunity	23
	18.4	Provisions Specifically Negotiated	23

19	INSURANCE		23
	19.1	Liability Insurance	23
	19.2	Property Insurance	24



	19.3	Failure to Maintain	24
	19.4	Increase in Insurance Premium	24

20	ASSIGNMENT AND SUBLEASING		25
	20.1	Assignment or Sublease	25
	20.2	Assignee Obligations	26
	20.3	Sublessee Obligations	26
	20.4	Conditional Consents	26
	20.5	Attorneys’ Fees and Costs	26

21	ADVERTISING		26

22	LIENS		26

23	TENANT’S DEFAULT		27
	23.1	Default	27
	23.2	Remedies in Default	28
	23.3	Legal Expenses	28
	23.4	Bankruptcy	28
	23.5	Remedies Cumulative - Waiver	30

24	SUBORDINATION AND ATTORNMENT; MORTGAGEE PROTECTION		30
	24.1	Subordination - Notice to Mortgagee	30
	24.2	Mortgagee Protection Clause	30

25	SURRENDER OF POSSESSION		30

26	REMOVAL OF PROPERTY		31

27	VOLUNTARY SURRENDER		31

28	EMINENT DOMAIN		31
	28.1	Total Taking	31
	28.2	Constructive Taking of Entire Premises	31
	28.3	Partial Taking	31
	28.4	Damages	32

29	NOTICES		32

30	LANDLORD’S LIABILITY		32

31	TENANT’S CERTIFICATES		33

32	RIGHT TO PERFORM		34

iii




33	AUTHORITY		34

34	PARKING AND COMMON AREAS		34
	34.1	Parking	34
	34.2	Common Areas	35

35	TRANSPORTATION MANAGEMENT PROGRAM		35

36	QUIET ENJOYMENT		35

37	GENERAL		35
	37.1	Captions	35
	37.2	Bellevue Place Rent and Income	36
	37.3	Successors or Assigns	36
	37.4	Tenant Defined	36
	37.5	Lost Security or Access Key Card	36
	37.6	Landlord’s Consent	36
	37.7	Broker’s Commission	36
	37.8	Partial Invalidity	36
	37.9	Recording	37
	37.10	Joint Obligation	37
	37.11	Time	37
	37.12	Prior Agreements	37
	37.13	Inability to Perform	37
	37.14	Transfer of Landlord’s Interest	37
	37.15	No Light, Air or View Easement	38
	37.16	Reciprocal Easement Agreements	38
	37.17	Waiver	38
	37.18	Name	38
	37.19	Choice of Law - Venue	38
	37.20	OFAC Certification	38
	37.21	Current Tenant	39
	37.22	Letter of Credit	39
	37.23	Tenant Expansion Right	40
	37.24	Current Lease Amendment.	43

BANK OF AMERICA BUILDING OFFICE LEASE

THIS LEASE is made this 27th day of October, 2014, by and between BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company (“Landlord”), and SMARTSHEET.COM, INC., a Washington corporation (“Tenant”).

RECITALS

B. Bellevue Place Office Building I Limited Partnership, Landlord’s predecessor in interest, and Tenant entered into a nonresidential Lease dated December 7, 2010, and Landlord and Tenant entered into a First Lease Addendum dated December 30, 2011, Second Lease Addendum dated November 20, 2012, Third Lease Addendum dated December 26, 2012, Fourth Lease Addendum dated March 5, 2013, Fifth Lease Addendum dated January 9, 2014, and Sixth Lease Addendum dated April 7, 2014 (collectively the “Current Lease”), for certain space in the Bank of America Building at Bellevue Place, Bellevue, Washington, which leased space is more specifically described in the Current Lease.

C Tenant desires to lease from Landlord a portion of the Bank of America Building and Landlord is willing to do so on certain terms and conditions, which are set forth herein.


1.	BASIC LEASE DATA, TERMS AND EXHIBITS.


1.1	Landlord : Bellevue Place Office, LLC, a Washington limited liability company.


1.2	Address of Landlord : P. 0. Box 4186, Bellevue, Washington 98009.


1.3	Tenant : Smartsheet.com, Inc., a Washington corporation.


1.4	Principal Business Address of Tenant : 10500 NE 8 ^th Street, Suite 1300, Bellevue, WA 98004.


1.5	Tenant’s Permitted Trade Name : Smartsheet.com.


1.6	Leased Premises : That portion of the thirteenth (13 ^th ) floor of the Bank of America Building; as and where shown on Exhibit “C” attached hereto.


1.7	Rentable Area of the Leased Premises : Nineteen Thousand Three Hundred Nineteen (19,319) square feet.

1.8 Breakdown of Rentable Area at Bellevue Place :

(a) The total Rentable Area of the Bank of America Building and the Corner Building is Four Hundred Thirteen Thousand Six Hundred Sixty-four (413,664) square feet.

(b) The total Rentable Area of Bellevue Place is Four Hundred Ninety-two Thousand Nine Hundred Thirty-two (492,932) square feet.

1.9 Tenant’s Share : [based on 19,319 rentable square feet]

(b) Operating, Repair and Maintenance Expenses for the Bank of America Building and the Corner Building: Four point six seven percent (4.67%) based on 413,664 rentable square feet pursuant to Section 1.8(a).

(c) Operating, Repair and Maintenance Expenses for Bellevue Place: Three point nine two percent (3.92%) based on 492,932 rentable square feet pursuant to Section 1.8(b).


1.10	Rent : [based on 19,319 rentable square feet]

From and including the earlier of (i) one (1) week following substantial completion of the Premises Improvements (defined in Section 11.1(a) below), estimated to be March 1, 2015, or (ii) the date Tenant first occupies the Leased Premises for business purposes, through and including the last day of the twelfth (12 ^th ) month of the Lease Term, the Rent shall be Thirty-seven and 25/100 Dollars ($37.25), per square foot of the Rentable Area of the Leased Premises per annum or Fifty-nine Thousand Nine Hundred Sixty-nine and 40/100 Dollars ($59,969.40) per month.

From and including the first day of the thirteenth (13 ^th ) month of the Lease Term to and including the last day of the twenty-fourth (24 ^th ) month of the Lease Term, the Rent shall be Thirty-eight and 25/100 Dollars ($38.25), per square foot of the Rentable Area of the Leased Premises per annum or Sixty-one Thousand Five Hundred Seventy-nine and 31/100 Dollars ($61,579.31) per month.

From and including the first day of the twenty-fifth (25th) month of the Lease Term to and including the last day of the thirty-sixth (36 ^th ) month of the Lease Term, the Rent shall be Thirty-nine and 25/100 Dollars ($39.25) per square foot of the Rentable Area of the Leased Premises per annum or Sixty-three Thousand One Hundred Eighty-nine and 23/100 Dollars ($63,189.23) per month.

From and including the first day of the thirty-seventh (37 ^th ) month of the Lease Term to and including the last day of the forty-eighth (48 ^th ) month of the Lease Term, the Rent shall be Forty and 25/100 Dollars ($40.25) per square foot of Rentable Area of the Leased Premises per annum or Sixty-four Thousand Seven Hundred Ninety-nine and 15/100 Dollars ($64,799.15) per month.

From and including the first day of the forty-ninth (49 ^th ) month of the Lease Term to and including the last day of the sixtieth (60 ^th ) month of the Lease Term, the Rent shall be

Forty-one and 25/100 Dollars ($41.25) per square foot of Rentable Area of the Leased Premises per annum or Sixty-six Thousand Four Hundred Nine and 06/100 Dollars ($66,409.06) per month.

From and including the first day of the sixty-first (61st) month of the Lease Term to and including the Expiration Date, the Rent shall be Forty-two and 25/100 Dollars ($42.25) per square foot of Rentable Area of the Leased Premises per annum or Sixty-eight Thousand Eighteen and 98/100 Dollars ($68,018.98) per month.


1.11	Lease Term : Seventy-two (72) calendar months, plus that portion of a calendar month necessary, if at all, for the Expiration Date to occur on the last day of such calendar month.


1.12	Commencement Date : Upon Substantial Completion of the Premises Improvements (defined in Section 11.1(a) below), estimated to be March 1, 2015.


1.13	Expiration Date : February 28, 2021.


1.14	Security Deposit : One Million Three Hundred Forty-one Thousand Four Hundred Sixty-two and 00/100 Dollars ($1,341,462.00), in the form of a letter of credit as further described in Sections 8 and 37.22 below.


1.15	Deadline for Submission to Landlord of Tenant’s Final Working Drawings for Tenant’s Improvements : October 31, 2014.


1.16	Contingency : THIS LEASE IS CONTINGENT UPON ITS ACCEPTANCE AND APPROVAL BY LANDLORD’S LENDERS. If this Lease is acceptable to Landlord’s lenders, this contingency will be waived by Landlord.


1.17	Exhibits Incorporated by Reference :

Exhibit “A” - Legal Description of Bellevue Place.

Exhibit “B” - Site Plan of Bellevue Place.

Exhibit “C” - Floor Plan of the Leased Premises.

Exhibit “D” - Tenant Design & Construction Manual (including Base Building Finish Condition).

Exhibit “E” - Rules and Regulations.

Exhibit “F” - Bellevue Place Transportation Management Agreement.

Exhibit “G” - Form of Tenant Estoppel Certificate.

Exhibit “H” - Form of Subordination Agreement to Reciprocal Easement Agreement.


2.	PREMISES .


2.1	Generally .


2.2	Reserved to Landlord .


2.3	Intentionally Omitted .


3.	LEASE TERM .


3.1	Generally .


3.2	Termination .

The Lease shall terminate on the Expiration Date, unless sooner terminated hereunder or by operation of law, without the necessity for any notice from either Landlord or Tenant. If Tenant fails to surrender the Leased Premises at the end of the Lease Term, Tenant shall be liable for, and shall indemnify Landlord against, all claims and demands made by any succeeding tenants against Landlord founded upon delay by Landlord in delivering possession of the Leased Premises to such succeeding tenant.


3.3	Holding Over .

Any holding over by Tenant after the expiration of the Lease Term shall be construed to be a tenancy from month-to-month. During such tenancy, Tenant shall pay to Landlord a monthly rental of one hundred fifty percent (150%) of the Rent payable during the last month of the Lease Term in addition to the Additional Rent and Other Charges set forth herein. Except as set forth herein, such month-to-month tenancy also shall be subject to all of the terms, covenants, and conditions of this Lease.


3.4	Option to Extend Lease Term .

(a) Tenant is granted an option (the “Extension Option”) to extend the Lease Term for five (5) years, to and including February 28, 2026. The period of time shall be referred to herein as the “Option Period”. To exercise the Extension Option, Tenant must give Landlord unequivocal written notice of Tenant’s election to exercise the Extension Option at least ten (10) calendar months (but not earlier than twelve (12) calendar months) prior to the Expiration Date.

force or effect. The period of time within which the Extension Option may be exercised shall not be extended or enlarged by reason of Tenant’s inability to exercise such rights because of the foregoing provisions. All rights of Tenant to the Extension Option shall terminate and be of no further force or effect, even after Tenant’s due and timely exercise thereof, if, after such exercise, but prior to the commencement date of the Option Period, Tenant defaults under the terms of the Lease which default is not cured within any applicable cure period.


3.5	Right of First Opportunity .

(a) If (i) Tenant exercises its Right of First Opportunity described in Section 6 of the Third Lease Addendum to the Current Lease, and (ii) the existing tenant occupying approximately 9,775 rentable square feet on floor 4 of the Bank of America Building and/or approximately 19,394 rentable square feet on floor 5 of the Bank of America Building (the “First Opportunity Space”) elects not to extend its existing lease term, then Landlord will notify Tenant in writing (“Landlord’s First Opportunity Notice”) and, except as otherwise set forth herein, Tenant shall have the right (“Right of First Opportunity”) to lease such First Opportunity Space on the terms and conditions as outlined in Landlord’s First Opportunity Notice, by notifying Landlord of its exercise of such right in accordance with Section (b) below. Notwithstanding anything herein to the contrary, Tenant’s Right of First Opportunity is expressly contingent upon the existing tenant in the First Opportunity Space electing not to extend or renew its existing lease. If the existing tenant in the First Opportunity Space elects to extend or renew its existing lease, this Right of First Opportunity shall be null and void and of no further force or effect. Landlord shall have the express right to extend or renew leases with existing tenant(s) in the First Opportunity Space or enter into new leases with existing First Opportunity Space tenant(s), if the leases of such tenants provide for such right.

(b) If Tenant desires to exercise its right to lease the First Opportunity Space, Tenant shall give Landlord unequivocal written notice thereof (“Tenant’s First Opportunity Notice”) within ten (10) business days after receipt of Landlord’s First Opportunity Notice. Time is of the essence. If, for any reason, Tenant declines or does not so notify Landlord, then Tenant’s rights with respect to the First Opportunity Space which is the subject of Landlord’s First Opportunity Notice shall be deemed to be waived, and thereafter, after expiration of such ten (10) business day period, Landlord may lease such space to any other party.

(c) Notwithstanding anything in the foregoing to the contrary, Tenant’s rights with respect to the First Opportunity Space shall not be exercisable during any period in which Tenant is in default (beyond any applicable cure period) under any provision of the Lease. Time is of the essence. The period of time within which the right of first opportunity for the First Opportunity Space may be exercised shall not be extended or enlarged by reason of Tenant’s inability to exercise such rights because of the foregoing provisions. At Landlord’s sole option, all rights of Tenant to the First Opportunity Space shall terminate and be of no further force or effect, even after Tenant’s due and timely exercise thereof, if, after such exercise, but prior to the commencement date of the First Opportunity Space: (i) Tenant is in default under the Lease due to a failure to pay a monetary obligation to Landlord beyond the applicable notice and cure period; (ii) Landlord has given Tenant ten (10) days’ written notice of any other failure to perform (which notice specifically stated that the failure to perform as required by the Lease may result in the loss of Tenant’s Right of First Opportunity) and such failure is not fully cured within said ten (10) day period; provided, however, that if the nature of Tenant’s failure is such that more than ten (10) days are

reasonably required for its cure, then Landlord shall not have the right to terminate the Right of First Opportunity for said failure if Tenant begins to cure the failure within the ten (10) day period described above and, thereafter, diligently prosecutes such cure to completion; or (iii) Landlord gives Tenant a notice of default under the Lease (and Tenant is in fact in default) and Landlord has previously given to Tenant three (3) or more notices of default under the Lease (and Tenant was in fact in default in such instances), whether or not such default were ultimately cured, provided the notice that was issued prior to the notice establishing in Landlord the right to terminate the Right of First Opportunity hereunder specifically stated that the issuance of another notice of default may result in the loss of Tenant’s Right of First Opportunity. As used herein, the terms “default,” “failure to perform,” or “breach” shall mean a default as defined in Section 23.1 of this Lease.

(d) If Tenant does not exercise its Right of First Opportunity, and Landlord does not deliver Expansion Space (defined in Section 37.23 below), then Tenant shall have no right to terminate this Lease pursuant to Section 37.23 below.

(e) The foregoing rights with respect to the right of first opportunity for the First Opportunity Space shall not be assignable separate and apart from the Lease.


4.	COMMENCEMENT AND EXPIRATION DATES; LEASE YEAR .


4.1	Commencement Date .

The Commencement Date shall be the date set forth in Section 1.12 above.


4.2	Expiration Date .

This Lease shall expire at 11:59 p.m. on the date set forth in Section 1.13 above.


4.3	Confirmation of Commencement and Expiration .


4.4	Lease Year .


5.	RENT .

based upon a thirty (30) day month. All amounts payable hereunder, other than Rent and Additional Rent, may be sometimes referred to as “Other Charges.” Landlord may (but shall not be required to) make available to Tenant procedures for the payment to Landlord by electronic funds transfer of any or all amounts required by the terms of this Lease to be paid by Tenant.


6.	ADDITIONAL RENT .


6.1	Generally .

In addition to the Rent provided for in Section 5 above, commencing on the earlier of (i) one (1) week following substantial completion of the Premises Improvements (defined in Section 11.1(a) below), estimated to be March 1, 2015, or (ii) the date Tenant first occupies the Leased Premises for business purposes, Tenant shall pay to Landlord, without notice (other than notice advising Tenant of its share of the Additional Rent) or demand and without setoff or deduction, Tenant’s Share (as defined in Section 6.2(a) below) of the Operating Expenses (as defined in Section 6.2(b) below), which expenses include, but are not limited to, (i) Operating, Repair, and Maintenance Expenses for the Bank of America Building and the Corner Building; and (ii) Operating, Repair, and Maintenance Expenses for Bellevue Place during the Lease Term (the “Additional Rent”).


6.2	Definitions .

The following terms shall have the meanings hereinafter specified, unless the context otherwise specifies or clearly requires:

(a) Tenant’s Share . Tenant’s Share shall be equal to the percentages set forth in Section 1.9 above.

automatic door openers, lights and lighting fixtures, heating, air conditioning and ventilation equipment, fire and sprinkler systems and security systems; depreciation allowance on machinery and equipment (depreciation to be over the useful life of any such machinery and equipment in accordance with the guidelines and regulations established by the Internal Revenue Service, if any); the cost and expense of personnel to implement such services, including but not limited to security and traffic control; legal and accounting costs and expenses; customary management fees; the cost of any capital improvements necessary or appropriate to fulfill Landlord’s repair or maintenance obligations, required by any applicable governmental law or regulation not in effect at the time Tenant is required to take occupancy of the Leased Premises or made for the purpose of reducing operating, repair or maintenance costs (the cost of any such capital improvements shall be amortized over the useful life of such item (in accordance with the guidelines and regulations established by the Internal Revenue Service, if any, from time to time) as Landlord shall determine with a return on capital at the current market rate per annum on the unamortized balance or at such higher rate as may have been paid by Landlord on funds borrowed for the purpose of purchasing or constructing such improvements).

(e) Rentable Area of the Leased Premises . For purposes of this Lease, the Rentable Area of the Leased Premises shall mean the Useable Area of the Leased Premises, as that term is defined and computed according to the Standard Method for Measuring Floor Area in Office Buildings, ANSI/BOMA Z65.1-1996 , otherwise known as the “BOMA Standard,” multiplied by a load factor of one point one four (1.14). The “as built” Rentable Area of the Leased Premises shall be the true Rentable Area of the Leased Premises at the time Landlord tenders possession of the Leased Premises to Tenant.

Place set forth in Section 1.8 above because of an error in calculation or additions, modifications or alterations to Bellevue Place and Landlord desires to amend this Lease to reflect the actual or changed Rentable Area of Bellevue Place, Landlord shall so notify Tenant in writing. If Tenant does not object in writing to Landlord’s notice within ten (10) days following receipt of Landlord’s notice, this Lease shall be deemed to be amended to incorporate the Rentable Area of Bellevue Place as set forth in Landlord’s notice to Tenant. If Tenant does object in writing to Landlord’s notice within said ten (10) days, and Landlord and Tenant are unable to agree upon the Rentable Area of Bellevue Place within ten (10) days following receipt of Tenant’s notice of objection, the matter shall be submitted for determination to the Project Architect for Bellevue Place. The decision of the Project Architect shall be final and binding on both Landlord and Tenant and this Lease shall be deemed to be amended to reflect the Rentable Area of Bellevue Place as and when decided by the Project Architect. The cost and expense of the Project Architect’s consideration of the matter, if any, shall be shared equally among Landlord and all tenants objecting to Landlord’s notice.

Leasing commissions, advertising expenses, fees and costs incurred in procuring new tenants for portions of Bellevue Place.

Except as permitted in Section 6.2(c) of the Lease, interest or amortization payments on mortgages.

Rental on ground leases or other underlying leases.

Costs of any item for which Landlord is or is entitled to be paid or reimbursed by insurance.

Charges for electricity, water, or other utilities and applicable taxes for which Landlord is entitled to reimbursement from any other tenant.

Interest and penalties incurred as a result of Landlord’s delinquent payment of any obligation of Landlord.


6.3	Payment .


6.4	Nonpayment .

In the event of nonpayment of any item of Additional Rent or any Other Charge due hereunder, Landlord shall have the same rights and remedies as for failure to pay Rent.


6.5	Future Development of Bellevue Place .


6.6	Disputes Relating to Additional Rent .


7.	LATE CHARGES .

Lease, the exact amount of such costs being extremely difficult or impractical to fix. Such costs and expenses will include, without limitation, administrative and collection costs, and processing and accounting expenses. Therefore, if any Rent, Additional Rent or Other Charge installment is not received by Landlord from Tenant by the fifth (5 ^th ) day after such installment is due, Tenant shall immediately pay to Landlord, in addition to the installment due, a late charge equal to twelve percent (12%) of such installment. Landlord and Tenant agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to Landlord for its loss and expense suffered by such nonpayment by Tenant. Acceptance of this late charge shall not constitute a waiver of Tenant’s default with respect to such nonpayment by Tenant nor prevent Landlord from exercising all other rights and remedies available to Landlord under this Lease. Landlord shall apply payments made by Tenant first to accrued charges, interest and rent in the following order: (a) Late Charges; (b) interest; (c) Rent; Other Charges and Additional Rent; and (d) any balance remaining to current Rent, Other Charges, and Additional Rent. Notwithstanding anything in this Section 7 to the contrary, provided Tenant pays all sums due hereunder by electronic funds transfer, Landlord shall waive the first (1 ^st ) late charge that may be incurred by Tenant during any twelve (12) month period during the Lease Term, provided the unpaid amount is in fact paid in full by Tenant on or before the fifteenth (15 ^th ) day of the month in which any such payment is due.


8.	SECURITY DEPOSIT .


9.	USES .


9.1	Permitted Uses .


9.2	Prohibited Uses .

Tenant shall not do or permit or suffer anything to be done in or about the Leased Premises, Bank of America Building or Bellevue Place which will in any way obstruct or interfere with the rights of other tenants or occupants of the Bank of America Building or Bellevue Place or injure or annoy them, their customers or clients, nor shall Tenant use or allow the Leased Premises to be used for any purpose which is objectionable or offensive in Landlord’s reasonable judgment or which is unlawful, nor shall Tenant do or permit or suffer anything to be done in or about the Leased Premises, the Bank of America Building or Bellevue Place which would cause Landlord to be in violation of any of its agreements with others. If Tenant permits or engages in any activity which, in Landlord’s reasonable judgment, is objectionable, offensive or otherwise constitutes a nuisance to Landlord, the other tenants of the Bank of America Building or Bellevue Place, or their employees, customers, guests or invitees, Tenant shall immediately discontinue such activity or take action to cause the activity to be discontinued with all due diligence if it cannot be immediately discontinued. Tenant’s failure to comply with this Section shall constitute a material default of this Lease and entitle Landlord to pursue its remedies for such a breach or, in the alternative, undertake such work as may be appropriate to prevent such activity and recover, as additional rent, the cost thereof plus interest thereon at two percent (2%) over the prime rate of interest charged or published by Bank of America on the first day of each month, commencing on the date due through the date of payment.


9.3	Compliance with Laws, Rules and Regulations .


9.4	Hazardous Material .

introduction of any such Hazardous Material; provided that Landlord’s approval of such actions shall first be obtained, which approval shall not be unreasonably withheld so long as such actions would not potentially have any material adverse long-term or short-term effect on the Leased Premises, Bellevue Place or other property. As used herein, the term “Hazardous Material” means any hazardous, dangerous, toxic or harmful substance, material or waste which is or becomes regulated by any local governmental authority, the State of Washington or the United States Government.


10.	SERVICES AND UTILITIES .


10.1	Standard Services .

As long as Tenant is not in default under any of the provisions of this Lease, Landlord shall cause the Leased Premises (in accordance with Section 12.3) and the public and common areas of the Building, including the lobbies, elevators, stairs, corridors and rest rooms, to be maintained in reasonably good order and condition consistent with the operation and maintenance of the Bank of America Building as a first-class office and retail building in downtown Bellevue, except for damage occasioned by any act or omission of Tenant or Tenant’s officers, contractors, agents, invitees, licensees or employees, the repair of which shall be paid for by Tenant. From 7:00 a.m. to 6:00 p.m. on weekdays, excluding legal holidays (“Regular Business Hours”), Landlord shall furnish the Leased Premises with electricity for lighting and operation of low power usage office machines, water, heat, air conditioning and elevator service (the “Standard Services”). During all other hours, Landlord shall furnish the Standard Services, including elevator service as reasonably required to provide access to the Leased Premises, except for heat and air conditioning and lighting. If requested by Tenant, Landlord shall furnish heat and air conditioning and lighting at times other than Regular Business Hours and the cost of such services, as established by Landlord, shall be paid by Tenant in the same manner as provided in Section 5 above. Landlord also shall provide lamp replacement service for Building Standard fluorescent light fixtures, toilet room supplies, window washing at reasonable intervals and customary building janitorial service as part of the Standard Services, although no janitorial service shall be provided for Saturdays, Sundays or legal holidays. The cost and expense of any janitorial or other services provided or caused to be provided by Landlord to Tenant in addition to the services ordinarily provided Bank of America Building tenants shall be paid by Tenant in the same manner as provided for payment in Section 5 above.


10.2	Interruption of Services .


10.3	Additional Services .

electricity to Tenant for the operation of such equipment or lights and such amount estimated by Landlord to be the cost of operating and maintaining the supplementary air conditioning units as necessitated by Tenant’s use of such equipment or lights. Such costs shall be paid by Tenant in the same manner as provided in Section 5 above. In the event of nonpayment of amounts due for any of the above-described additional services, Landlord shall have the same rights and remedies as it has with respect to the nonpayment of rent hereunder. Landlord shall be entitled to install and operate, at Tenant’s sole cost and expense, a monitoring or metering system in the Leased Premises to measure the added demands on electricity, heating, ventilation, and air conditioning systems resulting from such equipment and lights and from Tenant’s after-hours heating, ventilation and air conditioning service requirements. Tenant shall comply with Landlord’s instructions for the use of drapes, blinds and thermostats in the Bank of America Building.


11.	IMPROVEMENTS, ALTERATIONS AND ADDITIONS .


11.1	Premises Improvements .

(a) Prior to the Commencement Date, the Leased Premises shall be improved by Landlord (the “Premises Improvements”), which Premises Improvements shall be in accordance with mutually agreed upon plans and specifications for such improvements (the “Premises Plans”). The Premises Improvements shall be performed and installed by design professionals and contractors selected by Landlord in the exercise of Landlord’s subjective discretion. Landlord shall contract directly with the contractors constructing the Premises Improvements. Landlord shall contract directly with JPC Architects for architectural services related to the Premises Improvements. Landlord shall pay certain amounts toward the cost of the Premises Improvements (“Landlord’s Improvement Allowance”). Landlord’s Improvement Allowance is limited to Forty-eight and 00/100 Dollars ($48.00) per rentable square foot, or a total amount not to exceed Nine Hundred Twenty-seven Thousand Three Hundred Twelve and 00/100 Dollars ($927,312.00). Landlord’s Improvement Allowance shall be used exclusively for the Premises Improvements (including all sales and other applicable taxes but not including furniture, trade fixtures, equipment, inventory, or personal property, which shall be Tenant’s sole cost and responsibility); provided, however, Tenant has the right to use up to Two and 00/100 Dollars ($2.00) per rentable square foot (Thirty-eight Thousand Six Hundred Thirty-eight and 00/100 Dollars ($38,638.00)) of Landlord’s Improvement Allowance to offset data, telephone, and similar communication cabling costs. In addition to Landlord’s Improvement Allowance, Landlord agrees to contribute the amount of $0.15 per rentable square foot of the Leased Premises for an initial space plan and revisions prepared by JPC Architects, or a total of Two Thousand Eight Hundred Ninety-seven and 85/100 Dollars ($2,897.85). The Premises Improvements shall include new building standard light fixtures and ceiling tile. Any unused portion of Landlord’s Improvement Allowance, not to exceed $2.00 per rentable square foot (Thirty-eight Thousand Six Hundred Thirty-eight and 00/100 Dollars ($38,638.00)), shall be credited by Landlord to the next payment or payments of Rent due under the Lease.

(b) Any and all costs for the construction and installation of the Premises Improvements (including but not limited to the cost of all working drawings, space plans, and engineering, architectural, design and consulting fees) in excess of Landlord’s Improvement Allowance (“Excess Improvement Costs”) shall be Tenant’s sole responsibility and shall be paid by Tenant promptly when due. Tenant’s failure or refusal to pay any such Excess Improvement Costs shall be a material breach of this Lease and a default hereunder. If it should appear to Landlord at any time that Tenant is or may be obligated to pay for any Excess Improvement Costs, in addition to any and all other rights and remedies to which Landlord may be entitled, Landlord shall have the right, but not the obligation, to immediately stop or prevent any and all further design, construction and installation work until Landlord has received satisfactory assurances that Tenant can and will promptly pay all Excess Improvement Costs.

(c) Prior to the Commencement Date, the Project Architect shall certify that the Premises Improvements are substantially complete in accordance with the Premises Plans. If substantial completion of the Premises Improvements is delayed by Tenant’s acts or omissions, change in design decisions, revisions or additional work, or those of Tenant’s agents, then the Commencement Date shall be the date substantial completion of the Premises Improvements would have been achieved but for the Tenant delay, as determined by the Project Architect. The terms “substantial completion” or “substantially complete”, as used herein, means that stage of construction where the Premises Improvements are usable for their principal intended purpose, as determined in good faith by the Project Architect, and the applicable governmental authorities deem the Leased Premises approved for occupancy, notwithstanding the possible need to complete, finish or install non-critical improvement features and fixtures. The existence of repairs or defects of a nature commonly found on a “punch list,” (meaning minor items that do not materially impact Tenant’s use of the Leased Premises), after turnover to Tenant, shall not postpone the Commencement Date or result in a delay or abatement of Tenant’s obligation to pay rent or give rise to a damage claim against Landlord, provided Landlord shall use commercially reasonable efforts to complete such punch list items within sixty (60) days after Landlord’s receipt of Tenant’s punch list, referred to below. Tenant’s occupancy of the Leased Premises shall be deemed an acknowledgement that the Leased Premises is in good condition and repair and that Landlord has caused the Bank of America Building and all of the Premises Improvements to be constructed as required by this Lease, subject to those items, if any, specified in any punch list to be delivered by Tenant within thirty (30) days following substantial completion.

(d) All improvements and fixtures made or installed in or to the Leased Premises, including all Premises Improvements, are the property of Landlord. The Premises Improvements shall not include, and Tenant shall be solely responsible for all costs associated with (i) the interior design of the Leased Premises, (ii) security and access control to the Leased Premises, (iii) data, telephone, and similar communications cabling in excess of the $2.00 per rentable square foot allowance set forth in paragraph 4(a) above, and (iv) furniture, fixtures and equipment. The foregoing shall be deemed to be a financial accommodation of the type referenced in 11 USC §365(c)(2) and a material and substantial part of this Lease transaction, as amended.


11.2	Alterations by Tenant .

Landlord to be removed and Tenant shall repair (at its sole cost and expense) any damage to the Leased Premises caused by such removal. Notwithstanding anything herein or elsewhere in this Lease to the contrary, Tenant shall remove all voice and data cabling and other telecommunications equipment installed by Tenant, and shall restore the Leased Premises to the condition they were in prior to the installation of such items. Tenant’s obligations hereunder shall survive the expiration or termination of this Lease.


11.3	Disability Laws .

Notwithstanding anything in this Lease to the contrary, if Tenant constructs, makes or installs or causes to be constructed, made or installed any improvement or alteration in or to the Leased Premises, Tenant shall be solely responsible for ensuring that such improvements and/or alterations do not violate any provision in any local, state or federal law or regulation relating to accessibility for handicapped persons or the removal of architectural or communication barriers to accessibility (“Disability Law”), including but not limited to RCW Chapter 70.92 and The Americans with Disabilities Act. Any approval by Landlord of Tenant’s plans or specifications for any such improvements or alterations shall not be a representation or warranty, express or implied, by Landlord that such plans will comply with any Disability Law. If any claim is asserted against Landlord under any Disability Law which claim relates directly or indirectly to any alterations or improvements installed, made or constructed, directly or indirect, by or for Tenant in or to the Leased Premises or any trade fixture or personal property item used by Tenant in the Leased Premises, Tenant shall defend, indemnify and hold Landlord harmless from and against the claim and any and all charges, liabilities, obligations, penalties, damages, judgments, costs and expenses (including attorneys’ fees) arising or incurred against or suffered, directly or indirectly, by Landlord relating thereto. If it should be determined that any improvement or alteration constructed, made or installed in or to the Leased Premises, directly or indirectly, by or for Tenant or any trade fixture or personal property item used by Tenant in the Leased Premises is an illegal architectural or communication barrier under any Disability Law, Tenant shall immediately, at its sole cost and expense, remove the barrier or, to the extent allowed by the Disability Law, provide alternatives to the barrier so as to make the Leased Premises accessible to handicapped persons. No alteration or improvement in the Leased Premises will be approved by Landlord if it will require that barriers outside the Leased Premises be removed under any Disability Law. Tenant shall not have any basis for objecting to Landlord’s judgment regarding the probable application of any Disability Law provided Landlord does not act arbitrarily.


12.	MAINTENANCE OF THE PREMISES .


12.1	Maintenance and Repair by Tenant .


12.2	Failure to Maintain .

additional rent. Landlord shall have the right to enter the Leased Premises for the purpose of undertaking such work upon the failure of Tenant to do so.


12.3	Repair by Landlord .


12.4	Surrender of Leased Premises .


13.	ACCEPTANCE OF THE LEASED PREMISES .

Except as otherwise provided in this Section 13, and subject to Landlord’s completion of the Premises Improvements in accordance with Section 11.1 above, Tenant has inspected the Leased Premises and accepts the same in their current condition and waives the right to make any claim against Landlord for any matter directly or indirectly arising out of the condition of the Leased Premises, appurtenances thereto, the improvements thereon and the equipment thereof. LANDLORD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR HABITABILITY . Notwithstanding the foregoing, Tenant’s acceptance of the Leased Premises upon delivery of possession shall in no way diminish Landlord’s repair and maintenance obligations as set forth elsewhere in the Lease. Prior to the Commencement Date, Landlord shall refurbish the 13 ^th floor restrooms in a manner consistent with the refurbishment of the common area restrooms on other floors in the Bank of America Building. In addition, prior to the Commencement Date, Landlord shall remove or cause to be removed the prior tenant’s branding in the Leased Premises, which includes vinyl lettering, logos and stickers on

the elevator cab doors. Tenant agrees and acknowledges that the existing low voltage wiring and service racks currently in the Leased Premises will remain and may be used by Tenant during the Lease Term. Upon the expiration or earlier termination of the Lease Term, Tenant shall remove said wiring and racks from the Leased Premises in accordance with the terms of this Lease.


14.	DEFAULT BY LANDLORD .

Landlord shall not be in default under this Lease unless Landlord fails to perform the obligations required of Landlord within a reasonable time, but in no event less than thirty (30) days after written notice by Tenant to Landlord and to the holder of all mortgages and deeds of trust covering the Leased Premises whose names and addresses shall have been furnished to Tenant in writing. The notice shall specify wherein Landlord has failed to perform such obligation; provided, however, if the nature of Landlord’s obligation is such that more than thirty (30) days are required for performance then Landlord shall not be in default if Landlord commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. Tenant further agrees not to invoke any of its remedies under this Lease and which Tenant otherwise may have until such thirty (30) days have elapsed. In no event shall Tenant have the right to terminate this Lease as a result of Landlord’s default and, subject to Section 30, Tenant’s remedies shall be limited to damages.


15.	ACCESS .


15.1	Right of Entry .

Tenant shall permit Landlord and its employees, agents and contractors to enter into and upon the Leased Premises at any time during normal business hours (8:00 a.m. to 6:00 p.m.) for the purpose of inspecting the same or for the purpose of cleaning, repairing, altering or improving the Leased Premises or the Bank of America Building. If Tenant is not personally present to permit entry, in case of emergency or urgent necessity Landlord may forcibly enter the same at any hour without rendering Landlord liable therefor. Nothing contained in this Section shall be deemed to impose any obligation upon Landlord not expressly stated elsewhere in this Lease. When reasonably necessary Landlord may temporarily close entrances, doors, corridors, elevators or other facilities without liability to Tenant by reason of such closure and without such action by Landlord being construed as an eviction of Tenant or release of Tenant from the duty of observing and performing any of the provisions of this Lease. Landlord shall have the right to enter the Leased Premises for the purpose of showing the Leased Premises to prospective tenants within the period of one hundred eighty (180) days prior to the expiration or sooner termination of this Lease.


15.2	Excavation .


16.	DAMAGE OR DESTRUCTION .


16.1	Insured Loss.


16.2	Uninsured Loss .


16.3	No Obligation .


16.4	Partial Destruction of the Bank of America Building .

given, if at all, within one hundred twenty (120) days following the date of occurrence of such damage or destruction. Rent and Additional Rent shall be prorated as of the date of such termination.


16.5	Business Interruption .


17.	MUTUAL RELEASE AND WAIVER OF SUBROGATION .

Landlord and Tenant hereby mutually release each other from liability, and waive all right of recovery against each other, for any injury, loss or damage to any building, structure, inventory or other tangible property and any revenues, profit and rents to be generated therefrom, whether due to negligence or any other insured cause, if such injury, loss or damage is caused by any of the perils which are covered by a first-party insurance policy benefiting the party suffering such injury, loss or damage, or if such injury, loss or damage was required to be covered by insurance pursuant to this Lease; provided that this Section shall be inapplicable if it would have the effect, but only to the extent it would have the effect, of invalidating any insurance coverage of Landlord or Tenant. This Waiver only applies to insured property losses and does not limit the ability to recover for deductibles or other uninsured losses. Landlord and Tenant acknowledge that their current insurance policies, as of the date of this Lease, will not be invalidated. In the future, if avoiding any invalidation can be effected by the payment of money to such insurer, the other party may elect to pay such amount to obtain such waiver of subrogation for its benefit. Landlord and Tenant, respectively, shall promptly notify the other if its insurance will be invalidated by the foregoing release and waiver or if any payment is required to avoid such invalidation. Notwithstanding anything to the contrary, this Section shall not apply to any claim by Landlord for any Rent, Additional Rent or Other Charges payable under this Lease. Landlord and Tenant specifically intend, however, that this Section shall apply to any potential claim that could otherwise be made by Landlord for any rents to be paid by other occupants of Bellevue Place or any claim that could potentially be made by Tenant for any lost sales, profits or revenues that could have been generated from or operating expenses related to the Leased Premises or elsewhere.


18.	INDEMNITY .


18.1	Generally .

Landlord by reason of such a claim, Tenant, upon notice from Landlord, shall defend the same at Tenant’s expense by legal counsel reasonably satisfactory to Landlord.


18.2	Concurrent Negligence of Landlord and Tenant Relating to Construction, Repair and Maintenance Activities .


18.3	Waiver of Workers’ Compensation Immunity .


18.4	Provisions Specifically Negotiated .


19.	INSURANCE .


19.1	Liability Insurance .

satisfactory evidence thereof. Reference may be made to policy amounts required by other landlords for similar space and operations in determining what is reasonable protection hereunder. The insurance required under this Section shall be with companies rated A-VII or better in Best’s Insurance Guide. Landlord, Kemper Development Company, and any other parties in interest designated by Landlord, shall be named as additional insureds. The insurance policy shall bear an endorsement that the policy shall not be cancelled or the policy limits reduced by endorsement below the coverage required by this Lease for any reason other than nonpayment of premiums except upon forty-five (45) days’ prior written notice to Landlord and only after ten (10) days’ prior written notice for non-payment of premiums. Tenant shall deliver to Landlord upon the Commencement Date and from time to time thereafter as requested by Landlord copies of all policies of such insurance or certificates thereof, including applicable endorsements, showing Landlord as an additional insured and the applicable policy limits thereof. In no event shall the limits of such policies be considered as limiting the liability of Tenant under this Lease.

(b) Service of Alcoholic Beverages . The insurance to be carried by Tenant pursuant to Section 19.1(a) above shall not exclude liability for violation of any governmental statute, ordinance, regulation or rule pertaining to the sale, gift, distribution or use of any alcoholic beverages, or liability by reason of the selling, serving or giving of any alcoholic beverage to a minor or to a person under the influence of alcohol or any other person, or which causes or contributes to the intoxication of any persons. Accordingly, the indemnification obligations in Section 18 of this Lease shall extend, as well, to damages occurring at locations other than the Leased Premises and resulting from risks insurable by any of the following (i) so-called dram shop liability insurance, (ii) host liquor liability insurance or (iii) liquor legal liability insurance or otherwise related to the sale, gift, distribution or use of alcoholic beverages.


19.2	Property Insurance .


19.3	Failure to Maintain .


19.4	Increase in Insurance Premium .

liability insurance maintained by Landlord resulting from Tenant’s use or occupancy of the Leased Premises, whether or not Landlord has consented thereto. In the event of such increased insurance premiums to Landlord, Tenant also shall pay immediately to Landlord an amount equal to any additional premium on the insurance policy or policies that Landlord may carry for its protection against loss resulting from any insured event. In determining whether increased premiums are the result of Tenant’s use or occupancy of the Leased Premises, the rates and premiums determined by the organization setting the insurance premiums shall be conclusive evidence of the several items and charges which make up the insurance premiums. Landlord shall deliver bills for such additional amounts to Tenant at such times as Landlord may elect, and Tenant shall immediately pay Landlord therefor.

20. ASSIGNMENT AND SUBLEASING .


20.1	Assignment or Sublease .

Tenant shall not assign, transfer, mortgage, pledge, hypothecate, encumber or otherwise transfer this Lease or any interest therein, nor sublease the whole or any part of the Leased Premises, nor shall this Lease or any interest hereunder be assignable or transferable by any process or proceeding of any court, or otherwise, without in each case first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Any such transaction undertaken without Landlord’s prior written consent shall be null and void.

Premises, Landlord shall have the right to terminate this Lease with respect to that portion of the Leased Premises for which such consent is requested, at the proposed effective date of such assignment or subleasing, and enter into the relationship of Landlord and Tenant with the proposed assignee or subtenant based on the rent (and/or other compensation) and term agreed to by such assignee or subtenant and otherwise upon the terms and conditions of this Lease. In connection with any sublease or assignment, Tenant shall promptly provide Landlord with fully executed copies of all assignment, sublease and assumption instruments.


20.2	Assignee Obligations .


20.3	Sublessee Obligations .

As a condition to Landlord’s consent, any potential sublessee otherwise approved by Landlord shall expressly assume all existing and future obligations of Tenant under the Lease during the term of the sublease and shall be jointly and severally liable with Tenant for the payment of Rent, Additional Rent, and Other Charges, and the performance of all terms, covenants, and conditions of this Lease.


20.4	Conditional Consents .

Any consent by Landlord to any assignment or subleasing may be subject to any terms or conditions as Landlord shall determine appropriate (including but not limited to requiring that any and all guarantors of the Lease agree to continue to guarantee the Lease obligations after the assignment) and all such terms and conditions shall be binding upon any person holding by, under or through Tenant.


20.5	Attorneys’ Fees and Costs .


21.	ADVERTISING .


22.	LIENS .

estate of Landlord by reason of any consent given by Landlord to Tenant to improve, alter or repair the Leased Premises. Tenant shall keep the Leased Premises, the Bank of America Building and Bellevue Place free and clear of all liens and encumbrances arising out of any work performed for, materials furnished to and obligations incurred by or on behalf of Tenant and Tenant shall indemnify and hold Landlord harmless from any liability from any and all costs, liabilities and expenses (including but not limited to attorneys’ fees and Landlord’s reasonable administrative costs and expenses) arising therefrom. Prior to commencing any improvement, alteration or repair work to the Leased Premises, Tenant shall provide to Landlord, at Tenant’s sole cost and expense, separate payment and performance bonds for such work and materials in an amount equal to either (i) the actual contract price if the contract price is fixed, or (ii) one and one-half (1-1/2) times the estimated cost of the improvements, alterations or repairs which Tenant desires to make within the Leased Premises if the contract price is not fixed. Such bonds shall cover the faithful performance of the contract and payment of all obligations arising therefrom and insure Landlord against any and all liability for mechanics’ and materialmen’s liens and other similar liens and insure the completion of such work. If any lien is filed against the Bank of America Building, Bellevue Place or the Leased Premises by any person claiming by, through or under Tenant, Tenant shall, at Tenant’s sole cost and expense, immediately discharge the same. If Tenant shall fail to cause such lien to be immediately discharged of record, then, in addition to any other right or remedy of Landlord, Landlord may bond or discharge the same by paying the amount claimed to be due, and the amount so paid by Landlord, including any reasonable attorney’s fees incurred by Landlord in defending against or responding to such lien or in procuring its discharge of record, shall be due and payable by Tenant as additional rent.


23.	TENANT’S DEFAULT .


23.1	Default .

The following shall constitute defaults and breaches of this Lease by Tenant:

filing); or the appointment of a trustee or a receiver to take possession of substantially all of Tenant’s assets located at the Leased Premises or of Tenant’s interest in this Lease, where such seizure is not discharged in thirty (30) days after appointment of such trustee or receiver, or the filing of the petition for the appointment of the same, whichever shall first occur.


23.2	Remedies in Default .

In the event of any default or breach of this Lease by Tenant (whether or not set forth in Section 23.1 above), Landlord may at any time thereafter, with or without notice or demand and without limiting Landlord in the exercise of a right or remedy which Landlord may have by reason of such default or breach:

(a) Terminate the Lease. Terminate Tenant’s right to possession of the Leased Premises by any lawful means, in which case Tenant shall immediately surrender possession of the Leased Premises to Landlord. In such event, Landlord shall be entitled to recover from the Tenant all past due Rent, Additional Rent and Other Charges and all other amounts owed under the terms of this Lease; the expense of re-leasing the Leased Premises, including but not limited to the expense of renovating and alterations to the Leased Premises and any leasing commissions; reasonable attorneys’ fees and costs; the worth at the time of award by the court having jurisdiction thereof of the amount by which the unpaid Rent and Additional Rent called for herein for the balance of the Lease Term after the time of such award exceeds the amount of such loss for the same period that Tenant proves could be reasonably avoided (the “worth at the time of award” shall be determined by discounting such excess amount by the discount rate of the Federal Reserve Bank of San Francisco plus one percent (1%)); and any and all other damages arising from Tenant’s default or breach; or,

(b) Continue the Lease. Maintain Tenant’s right to possession, in which case this Lease shall continue in effect whether or not Tenant has abandoned the Leased Premises. In such event, Landlord shall be entitled to enforce all Landlord’s rights and remedies under this Lease, including the right to recover damages, Rent, Additional Rent, Other Charges, and any other payments as may become due hereunder; or,

(c) Other Remedies. Pursue any other remedy or remedies now or hereafter available to Landlord under the laws or judicial decisions of the State of Washington.


23.3	Legal Expenses .


23.4	Bankruptcy .

assumption of this Lease or any intent to abandon the Leased Premises, which abandonment shall be deemed a rejection of this Lease; and (4) to perform to the benefit of Landlord as otherwise required under the Code. The failure of Tenant to comply with the above shall result in an automatic rejection of this Lease.


23.5	Remedies Cumulative - Waiver .


24.	SUBORDINATION AND ATTORNMENT; MORTGAGEE PROTECTION .


24.1	Subordination - Notice to Mortgagee .


24.2	Mortgagee Protection Clause .


25.	SURRENDER OF POSSESSION .

Subject to the terms of Sections 11 and 16, upon expiration of the term of this Lease, whether by lapse of time or otherwise, Tenant shall promptly and peacefully surrender the Leased Premises to

Landlord in as good condition as when received by Tenant from Landlord or as thereafter improved, reasonable use and wear and tear and damage by fire or other casualty excepted.


26.	REMOVAL OF PROPERTY .


27.	VOLUNTARY SURRENDER .


28.	EMINENT DOMAIN .


28.1.	Total Taking .


28.2.	Constructive Taking of Entire Premises .


28.3.	Partial Taking .


28.4.	Damages .


29.	NOTICES .

Any notices required in accordance with any of the provisions herein, if to Landlord, shall be delivered in person or mailed by certified mail, return receipt requested, to the address of Landlord as set forth in Section 1.2 above or at such other place as Landlord may in writing from time to time direct to Tenant, and if to Tenant, shall be delivered in person or sent by certified mail to Tenant at the Leased Premises. If Tenant is more than one person or entity, any notice required or permitted hereunder may be given by or to any one thereof, and shall have the same force and effect as if given by or to all thereof Any notices mailed to Tenant bearing the proper address and adequate postage for delivery shall be deemed effective upon deposit in the U.S. mail.


30.	LANDLORD’S LIABILITY .

are made and intended for the purpose of binding only the Landlord’s interest in the Leased Premises and Bank of America Building, as the same may from time to time be encumbered. No personal liability or personal responsibility is assumed by, nor shall at any time be asserted or enforceable against Landlord or its partners or their respective heirs, legal representatives, successors, and assigns on account of the Lease or on account of any covenant, undertaking or agreement of Landlord in this Lease contained. Therefore, in consideration of the benefits accruing hereunder, Tenant and all successors and assigns covenant and agree that, in the event of any actual or alleged failure, breach or default hereunder by Landlord:

(a) The sole and exclusive remedy of Tenant shall be against the Landlord’s interest in the Leased Premises and the Bank of America Building;

(d) No judgment will be taken against any general or limited partner of Landlord;

(e) Any judgment taken against any general or limited partner of Landlord may be vacated and set aside at any time nunc pro tunc ;

(g) These covenants and agreements are enforceable both by Landlord and also by any general or limited partner of Landlord.


31.	TENANT’S CERTIFICATES .

Tenant shall at any time and from time to time, within ten (10) days after written notice from Landlord, execute, acknowledge and deliver to Landlord or its designee a written statement substantially in the form of Exhibit “G” certifying, to the extent true, that (i) this Lease is in full force and effect and has not been assigned, modified, supplemented or amended in any way (or specifying the date and terms of all agreements so affecting this Lease); (ii) all conditions under this Lease to be performed by the Landlord have been satisfied, if any; (iii) all required contributions by Landlord, if any, to Tenant on account of Tenant’s Improvements or additional improvements have been received; (iv) as of the date of such certification there are no existing claims, defenses or offsets that the Tenant has against the enforcement of this Lease by the Landlord; (v) no Rent or other rent obligation has been paid more than one month in advance; and (vi) no security has been deposited with Landlord (or, if so, the amount thereof). It is intended that all statements delivered pursuant to this paragraph may be relied upon by prospective purchasers of Landlord’s interest, Landlord’s lenders, and other designees of Landlord and Landlord’s lenders. If Tenant fails to respond within ten (10) days of Tenant’s receipt of a written request by Landlord as herein provided, such failure shall be a material default under the terms and conditions of this Lease. In addition, Tenant shall be deemed to have given such certificate as above provided without modification and shall be deemed to have admitted the accuracy of any information supplied by Landlord

to a prospective purchaser or mortgagee, that this Lease is in full force and effect, that there are no uncured defaults in Landlord’s performance, that the security deposit is as stated in the Lease and that no more than one month’s Rent has been paid in advance.


32.	RIGHT TO PERFORM .


33.	AUTHORITY .

Each individual executing this Lease on behalf of Tenant personally represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of Tenant, and that this Lease is binding upon Tenant in accordance with its terms and, if Tenant is a corporation, in accordance with a duly adopted resolution of the Board of Directors of Tenant and that such action and execution is in accordance with the bylaws of Tenant. If Tenant is a corporation, Tenant shall, within thirty (30) days after execution of this Lease, deliver to Landlord a certified copy of a resolution of the Board of Directors of Tenant authorizing or ratifying the execution of this Lease.


34.	PARKING AND COMMON AREAS .


34.1	Parking .

Landlord shall provide Tenant with two point seven (2.7) parking permits for each one thousand (1,000) square feet in the Rentable Area of the Leased Premises, at the current rate of One Hundred Eighty-five and 00/100 Dollars ($185.00) per parking permit per month (excluding tax), which monthly rate may increase from time to time during the Lease Term. If available, additional parking permits may be purchased by Tenant on a month to month basis at the rates set forth above. Tenant’s employees shall not park their vehicles in the automobile parking areas of the Common Areas and Facilities which may from time to time be designated for patrons of Bellevue Place. Landlord at all times shall have the right to designate the particular parking areas to be used by Tenant’s employees and any such designation may be changed from time to time. Tenant and its employees shall park their vehicles only in those portions of the Common Areas and Facilities, if any, designated for that purpose by Landlord. Tenant shall furnish Landlord with Tenant’s and Tenant’s employees’ state vehicle license numbers within fifteen (15) days after Tenant opens for business in the Leased Premises and Tenant shall thereafter notify Landlord of any changes within two (2) days after such change occurs. If Tenant or its employees fail to park their vehicles in designated parking areas, then Landlord, without limiting any other remedy Landlord may have, may charge Tenant a minimum of Ten Dollars ($10.00) per day for each day or partial day for each vehicle improperly parked; provided, however, Landlord shall give Tenant written notice of the first violation of this provision and Tenant shall have two (2) days thereafter within which to cause the violation to be discontinued; and if not discontinued within such two-day period, then the vehicle fines shall commence. After notice of the first such violation, no notice of any subsequent violation shall be required prior to the imposition of any parking fine. All amounts due under the provisions of this Section shall be additional

rent and due and payable by Tenant within ten (10) days after demand therefor. Tenant shall notify its employees in writing of the provisions of this Section.


34.2	Common Areas .

Landlord shall at all times have exclusive control and management of the Common Areas and Facilities of Bellevue Place. Tenant shall have the nonexclusive right in common with others to use the public areas of the Bank of America Building and the Common Areas and Facilities of Bellevue Place, subject to such nondiscriminatory rules and regulations as Landlord may adopt from time to time governing the use thereof including, but not limited to, the right to close the same from time to time to such an extent as may be legally sufficient, in Landlord’s opinion, to prevent a dedication thereof or the accrual of right to any person or to the public therein. Tenant shall comply with the rules and regulations that Landlord and the owner or ground lessee of Bellevue Place may from time to time promulgate and/or modify regarding use and operation of the Common Areas of the Bank of America Building and Common Areas and Facilities of Bellevue Place. The rules and regulations shall be binding upon Tenant upon delivery of a copy thereof to Tenant. Landlord shall not be responsible to Tenant for the nonperformance of such rules and regulations by any other tenants or occupants of space in either Bellevue Place or the Bank of America Building. The term “Common Areas and Facilities of Bellevue Place” refers to all on and off-site areas and/or related facilities which are made available or are used from time to time for the general use, convenience and benefit of Landlord and other persons entitled to occupy space in Bellevue Place, including their employees, invitees, licensees and guests, which areas shall include, but not be limited to, all parking structures and parking areas (including off-site parking), driveways, sidewalks, landscaped or planted areas, pedestrian areas, lobbies, walkways, the Wintergarden Retail Center and Parking Garage. The term “Common Areas and Facilities of Bellevue Place” also refers to all on-site and off-site areas and/or related facilities which may not be accessible to Tenant and other persons entitled to occupy space in Bellevue Place, but which are used in conjunction with the operation, management, repair or maintenance of Bellevue Place, including, but not limited to janitorial closets, on and/or off-site management offices and maintenance areas. The term “Common Areas and Facilities of the Bank of America Building” refers to the Common Areas and Facilities of Bellevue Place located within the Bank of America Building.


35.	TRANSPORTATION MANAGEMENT PROGRAM .


36.	QUIET ENJOYMENT .


37.	GENERAL .


37.1	Captions .

Any section or paragraph titles or captions are for convenience only and shall not be deemed to define, limit or otherwise modify the scope and intent of this Lease or any provision thereof


37.2	Bellevue Place Rent and Income .


37.3	Successors or Assigns .


37.4	Tenant Defined .

The word “Tenant” as used herein shall mean each and every person, partnership, limited liability company or corporation who is mentioned as a Tenant herein or who executes this Lease as Tenant.


37.5	Lost Security or Access Key Card .


37.6	Landlord’s Consent .

Unless otherwise specifically stated herein, whenever Landlord’s consent or approval is required, Landlord’s consent or approval may be withheld in Landlord’s sole subjective discretion.


37.7	Broker’s Commission .

Tenant represents and warrants to Landlord it has incurred no liabilities or claims for brokerage commissions or finder’s fees in connection with the execution of this Lease and it has not dealt with or has any knowledge of any real estate broker, agent or salesperson in connection with this Lease except Broderick Group, Inc., which represents both Landlord and Tenant. Each party agrees to indemnify and hold the other parties harmless from all such liabilities or claims (including, without limitation, attorneys’ fees) by anyone other than Broderick Group, Inc.


37.8	Partial Invalidity .

of the terms, covenants or conditions to persons or circumstances other than those which are held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Lease shall be valid and be enforced to the fullest extent permitted by law.


37.9	Recording .


37.10	Joint Obligation .

If there is more than one Tenant, the obligations hereunder imposed shall be joint and several.


37.11	Time .

Time is of the essence of this Lease and each and all of its provisions which performance is a factor.


37.12	Prior Agreements .


37.13	Inability to Perform .


37.14	Transfer of Landlord’s Interest.


37.15	No Light, Air or View Easement .


37.16	Reciprocal Easement Agreements .


37.17	Waiver .


37.18	Name .


37.19	Choice of Law - Venue .


37.20	OFAC Certification .

(a) Certification . Tenant certifies that:


37.21	Current Tenant .

Tenant is aware that Suite 1300 is currently occupied by another tenant or tenants (the “Current Tenant”) and the Current Tenant may fail or refuse to vacate Suite 1300 and relinquish all claims to Suite 1300 prior to the Commencement Date for Suite 1300. Landlord shall have no responsibility under this Lease to take any action to remove the Current Tenant and shall not be liable for any damages, injuries or claims that may be suffered by Tenant relating to or arising out of, directly or indirectly, the Current Tenant’s failure or refusal to vacate and release all interest in Suite 1300.


37.22	Letter of Credit .

Landlord and Tenant acknowledge that Tenant will occupy space in the Bank of America Building pursuant to this Lease and, as consideration for Landlord’s willingness to enter into this Lease, Tenant shall deliver or cause to be delivered to Landlord, and shall cause to be maintained at all times in effect without expiration or termination, one or more irrevocable standby letters of credit complying with the terms of this Section 37.22. Any failure by Tenant to perform or observe any term, covenant or agreement set forth in this Section 37.22 shall constitute a material default under this Lease.

Within ten (10) business days of execution of this Lease, Tenant shall deliver or cause to be delivered to Landlord an irrevocable standby letter of credit in a form acceptable to or provided by Landlord (the “Letter of Credit”), issued by a national banking association reasonably acceptable to Landlord, for the account of Tenant in favor of Landlord in the initial amount of One Million Three Hundred Forty-one Thousand Four Hundred Sixty-two and 00/100 Dollars ($1,341,462.00), having an expiry date not earlier than the Expiration Date, and stating by its terms that it shall be automatically extended annually, without written amendment or modification, to the date that is one (1) year after the then current expiry date unless the issuer of the Letter of Credit gives Landlord, at least sixty (60) days prior to the then current expiry date, written notice that the issuer elects not to extend the Letter of Credit. If the issuer of the Letter of Credit at any times gives to Landlord notice that the issuer elects not to extend the Letter of Credit, then, not less than thirty (30) days prior to the then current expiry date of the Letter of Credit, Tenant shall deliver or cause to be delivered to Landlord a substitute irrevocable standby letter of credit issued in favor of Landlord by a national banking association reasonably acceptable to Landlord in an amount required by this Section 37.22. Not less than thirty (30) days prior to the expiry date of any substitute letter of credit delivered pursuant to this Section, Tenant shall deliver or cause to be delivered to Landlord a further substitute irrevocable standby letter of credit issued in favor of Landlord by a national banking association reasonably acceptable to Landlord in an amount required by this Section 37.22. Each

substitute letter of credit delivered pursuant to this Section shall have a term of not less than one (1) year and shall be in a form acceptable to or provided by Landlord.

Notwithstanding the foregoing, the initial amount of the Letter of Credit shall be reduced as follows during the Lease Term, provided Tenant has not defaulted under this Lease beyond the applicable notice and cure period:


•	From and including the 25 ^th month of the Lease Term though and including the 36 ^th month of the Lease Term - $1,006,096.00;


•	From and including the 37th month of the Lease Term though and including the 48 ^th month of the Lease Term - $670,731.00;


•	From and including the 49th month of the Lease Term though and including the 60 ^th month of the Lease Term - $469,511.00; and


•	From and including the 61st month of the Lease Term though and including the Expiration Date - $201,219.

Upon the occurrence of any breach or default under this Lease including, but not limited to, any failure by Tenant timely to deliver or cause to be delivered to Landlord any substitute letter of credit required pursuant to this Section 37.22, Landlord, at its option, may draw against the Letter of Credit and any substitute letter of credit delivered pursuant to this Section 37.22 in an amount reasonably necessary to cure such breach or default and/or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant’s breach or default. The Letter of Credit and each substitute letter of credit (also referred to as a “Letter of Credit”) delivered pursuant to this Section 37.22 shall provide for payment against Landlord’s (or any transferee’s) draft at sight accompanied by a certificate stating substantially as follows: “Drawn under _______ Bank, N.A.’s Irrevocable Standby Letter of Credit No. ______, dated ___________ , 2014, as a result of the occurrence of a default under the Lease dated __________, 2014, between Bellevue Place Office, LLC, a Washington limited liability company, and SMARTSHEET.COM, INC., a Washington corporation. If Landlord draws against the Letter of Credit, Tenant shall, within ten (10) days of the date of such draw, restore the Letter of Credit or provide additional irrevocable standby letters of credit so that, at all times, there shall be an amount required by this Section 37.22 available for Landlord to draw against in the event of any further breach or default under this Lease.

If the Letter of Credit is not renewed or Tenant does not provide a substitute irrevocable standby letter of credit on or before the date that is thirty (30) days prior to the expiry date of the then current Letter of Credit, or in the event Landlord draws against the Letter of Credit, if Tenant does not restore the Letter of Credit or provide additional letters of credit so that an amount required by this Section 37.22 is available to Landlord to draw upon in the event of any further breach or default under this Lease, then in such event the amount of the draw against the Letter of Credit may be equal to the entire amount of the Letter of Credit. The proceeds of any draw against the Letter of Credit pursuant to the immediately preceding sentence shall be held by Landlord as an additional security deposit pursuant to the provisions of Section 8 of this Lease.


37.23	Tenant Expansion Right

(a) Notwithstanding anything herein to the contrary, provided Tenant is not in default under this Lease beyond the applicable notice and cure period, and subject to this Section 37.23, Tenant

shall have the one time opportunity (“Expansion Opportunity”) to lease, as mutually agreed by Landlord and Tenant, the following office space, (i) additional space in the Building so that Tenant will have approximately 72,000 rentable square feet of office space in the Building, which includes space Tenant currently occupies, or may in the future occupy (the “BP Space”), as described herein below, or (ii) approximately 72,000 rentable square feet of contiguous office space in Lincoln Square on no more than four (4) floors (the “LS Space”), or (iii) approximately 72,000 rentable square feet of contiguous office space on no more than four (4) floors in the proposed Lincoln Square Expansion (the “LSE Space”), which lease shall be effective on the date Tenant first occupies the Expansion Space for business. The BP Space, LS Space, and LSE Space are collectively referred to herein as the “Expansion Space”.

To exercise Tenant’s Expansion Opportunity with regard to the BP Space, Tenant must send a written request to Landlord no sooner than May 15, 2015, nor later than August 5, 2015 (“Tenant’s BP Space Expansion Notice”), (i) requesting that Landlord confirm in writing, within ninety (90) days of receipt of such notice, whether Landlord will make available to Tenant approximately 72,000 rentable square feet in the Building on or before September 30, 2016 (subject to Section 37.13), which BP Space is generally described as follows:



Location	RSF	Date Available	Total
Current Premises	22,237	N/A	22,237
Floor 13	19,319	10/31/14	41,556
Floor 20	1,696	2/1/16	43,252
Floor 4 (Vacant)	2,579	Now	45,831
Floor 4 (B of A)	9,775	5/31/16	55,606
Floor 5 (B of A)	19,169	5/31/16	74,775

and (ii) affirming its desire to lease additional space from Landlord or Landlord’s affiliate. If Landlord determines that it will make the BP Space available to Tenant and so notifies Tenant in writing (“Landlord’s Space Notice”), then this Lease shall be amended to, among other things, provide for the BP Space and set forth the Expansion Space Rent (defined below), effective date for such Expansion Space Rent, and the Rentable Area for the BP Space. The BP Space shall become the Leased Premises for all purposes, including but not limited to the calculation of all Additional Rent and Other Charges due under the Lease, and shall be subject to all terms and conditions of the Lease. If Landlord determines that the BP Space will not be made available to Tenant, this Lease shall continue in full force and effect, subject to Tenant’s Expansion Opportunity with regard to the LS Space or the LSE Space. If Tenant does not deliver Tenant’s BP Space Expansion Notice, then this Lease shall continue in full force and effect.

To exercise Tenant’s Expansion Opportunity with regard to the LS Space or the LSE Space, Tenant must send a written request to Landlord on or before December 31, 2015 (“Tenant’s LS/LSE Space Expansion Notice”), requesting that Landlord confirm in writing, within ninety (90) days of receipt of such notice, whether Landlord or Landlord’s affiliate will make available to Tenant approximately 72,000 contiguous rentable square feet in Lincoln Square or Lincoln Square expansion on or before June 30, 2017 (subject to Section 37.13). If Landlord delivers Landlord’s Space Notice with respect to the LS Space or LSE Space, then Landlord’s or Landlord’s affiliate, as the case may be, and Tenant shall exercise diligent good faith efforts to arrive at mutually acceptable lease terms setting forth the LS Space or LSE Space, as the case may be, the Expansion Space Rent, effective date for such Expansion Space Rent, and the Rentable Area for the LS Space or LSE Space, which terms shall be generally consistent with this Lease. If Landlord (or Landlord’s affiliate) and Tenant enter into a lease for the LS Space or LSE Space, Tenant may terminate this Lease and the Current Lease (subject to Section 37.23(d) below) upon written notice

delivered to Landlord within thirty (30) days following the execution of such lease, in which event this Lease shall terminate and be of no further force or effect upon the rent commencement date set forth in a lease executed by Landlord (or Landlord’s affiliate) and Tenant for the LS Space or the LSE Space. The termination shall operate as if it were the expiration date set forth in Section 1.13 above, and all references in this Lease to the original Expiration Date shall refer to such earlier termination date.

Expansion Space Rent shall commence upon the earlier of (i) one (1) week following substantial completion of any tenant improvements to the Expansion Space performed by Landlord or Landlord’s affiliate, or (ii) the date Tenant first occupies the Leased Premises for business purposes. If Landlord does not deliver Landlord’s Space Notice within ninety (90) days of receipt of Tenant’s LS/LSE Space Expansion Notice or Tenant’s BP Space Expansion Notice, then Tenant shall have the right to terminate this Lease effective March 31, 2017. To exercise such termination right, Tenant shall deliver written notice to Landlord on or before April 30, 2016. Tenant’s failure to provide the termination notice set forth in this Section 37.23 shall automatically terminate Tenant’s right to terminate this Lease pursuant to this Section 37.23.

(b) Notwithstanding anything herein to the contrary, if Landlord delivers Landlord’s Space Notice as provided herein, the lease term for such Expansion Space shall not be less than five (5) years and the Rent for the Expansion Space (“Expansion Space Rent”) shall be the Fair Market Rent (as defined below) for comparable space in the Bank of America Building, Lincoln Square or the Lincoln Square expansion, as the case may be (“Comparable Space”). If there is no Comparable Space in the Bank of America Building, Lincoln Square, or the Lincoln Square expansion at the time, Tenant shall pay, as Expansion Space Rent, whatever the fair market rent in the Bank of America Building, Lincoln Square, or Lincoln Square expansion would be if there was such Comparable Space in the Bank of America Building, Lincoln Square, or Lincoln Square expansion. The term “Fair Market Rent” shall mean the rent that would be paid by a willing tenant entering into a new lease for Comparable Space for a term of not less than five (5) years. Tenant concessions shall be included in the determination of fair market rent with respect to tenants who are entering into new leases at Bellevue Place, Lincoln Square or the Lincoln Square expansion. The term “tenant concessions” shall include, without limitation, such inducements as tenant improvements and free rent.

binding upon both Landlord or Landlord’s affiliate and Tenant. The cost of the arbitration shall be paid by Landlord or Landlord’s affiliate and Tenant equally. The arbitration procedure shall not take more than thirty (30) days.

(d) If Tenant (i) enters into a new lease for LS Space or LSE Space, and (ii) terminates this Lease pursuant to this Section 37.23, then Tenant shall pay to Landlord a termination fee equal to $5.00 per rentable square foot ($96,595.00), which payment shall be due on or before the effective date of termination. If Tenant (i) does not enter into a new lease for BP Space, LS Space or LSE Space, and (ii) terminates this Lease pursuant to this Section 37.23, then Tenant shall pay to Landlord, on or before the effective date of such termination, the unamortized balance of Landlord’s Improvement Allowance (described in Section 11.1) with interest on the unamortized balance at eight point five percent (8.5%) per annum calculated as follows: [Number of months remaining in the Lease Term at the time of the effective date of termination] / 72 (total number of months in Lease Term) x total of Landlord’s Improvement Allowance, with interest on the unamortized balance at the rate of eight point five percent (8.5%) per annum.


37.24	Current Lease Amendment.

Simultaneous with Tenant’s execution of this Lease, Landlord and Tenant shall execute an amendment to the Current Lease, which amendment shall terminate paragraph 10 of the Third Lease Addendum to the Current Lease.

IN WITNESS WHEREOF this Lease has been executed the day and year first above set forth.



LANDLORD:		TENANT:

BELLEVUE PLACE OFFICE, LLC, a		SMARTSHEET, INC.,
Washington limited liability company		a Washington corporation
By:	KEMPER DEVELOPMENT
	COMPANY, a Washington	By:	/s/ Mark Mader
	corporation; Its Manager		Mark Mader
		Its:	President
By:	/s/ James E. Melby
	James E. Melby	By:
Its:	President		/s/ Mark Mader
		Its:	President & CEO



STATE OF WASHINGTON	)
	) ss:
COUNTY OF KING	)

On this 27 ^th day of October, 2014, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared JAMES E. MELBY, to me known to be the President of KEMPER DEVELOPMENT COMPANY, a Washington corporation, as the Manager of BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute the said instrument.

WITNESS my hand and official seal hereto affixed the day and year first written above.



		/s/ Katherine Kirkness
		Type Notary Name:	Katherine Kirkness
		Notary Public in and for the State of
(SEAL)		Washington, residing at	Shoreline
		My commission expires	9-20-17

STATE OF WASHINGTON	)
	) ss:
COUNTY OF KING	)

On this 23 ^rd day of October, 2014, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared MARK MADER, to me known to be the President of SMARTSHEET.COM, INC., a Washington corporation, the corporation named in and which executed the foregoing instrument; and he acknowledged to me that he signed the same as the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, being authorized so to do.

WITNESS my hand and official seal the day and year in this certificate above written.



	/s/ Maggie Surbridge
	Type Notary Name:	Maggie Surbridge
	Notary Public in and for the State of
(SEAL)	Washington, residing at	King County
	My commission expires	3/12/2017

OFFICE LEASE EXHIBITS

Exhibit “A” - Legal Description of Bellevue Place.

Exhibit “B” - Site Plan of Bellevue Place.

Exhibit “C” - Floor Plan of the Leased Premises.

Exhibit “D” - Tenant Design & Construction Manual (including Base Building Finish Condition).

Exhibit “E” - Rules and Regulations.

Exhibit “F” - Bellevue Place Transportation Management Agreement.

Exhibit “G” - Form of Tenant Estoppel Certificate.

Exhibit “H” - Form of Subordination Agreement to Reciprocal Easement Agreement.

EXHIBIT A

LEGAL DESCRIPTION OF BELLEVUE PLACE

New Lots 3, 4, 5 and 6 of Boundary Line Adjustment No. 07-117859, recorded in King County, Washington on November 29, 2007, under recording number 20071129900004;

TOGETHER WITH:

Lots 11, 12, 13, and 14, Bellevue Realty Redwood Addition, according to the Plat recorded in Volume 54 of Plats, Page 28, in King County, WA;

EXCEPT:

The north 0.70 feet of said Lot 14 lying westerly of the easterly 74 feet of said Lot 14 and easterly of the westerly 19 feet of said Lot 14.

EXHIBIT B

SITE PLAN OF BELLEVUE PLACE

(see attached)

EXHIBIT C

FLOOR PLAN OF THE LEASED PREMISES

(see attached)

EXHIBIT D

TENANT DESIGN & CONSTRUCTION MANUAL

(see attached)

Tenant Design &

Construction Manual

2014

Bellevue Place Building

Bank of America Building

Bellevue, Washington

Exhibit “D” to the Lease

Office Criteria



Tenant Design & Construction Manual 2014	1

We wish to welcome you as a new Tenant to the Bellevue Place Office Building/Bank of America Building. This Tenant Design & Construction Manual has been prepared to assist you and your staff during the design and construction phases of your new office. The information in this manual is intended to help expedite your efforts to obtain the necessary approvals and subsequent completion of your space. Particular attention should be paid to the Design Process, Submittal Procedure and Construction Phase Information set forth in the Tenant Design & Construction Manual.

Thank you for choosing to locate your firm at Bellevue Place and we look forward to working with you during the design and construction of your Leased Premises.

Nothing in this manual is or shall be an express or implied warranty or representation by Bellevue Place Office, LLC or Kemper Development Company, or any of their agents, contractors, or employees. All warranties and representations, if any, are set forth in the Lease pertaining to the Leased Premises.



Tenant Design & Construction Manual 2014	2

Introduction



Contents
ARTICLE I: Building Description				5
	Section 1.01: Design Concept			5
	Section 1.02: Construction Type			6
	Section 1.03: Vicinity Map, Site Plan			7
Article II: Directory Of Landlords Representatives, Consultants, And Government Agencies				8
	A. Landlord’s Representatives			8
	B. Government Agencies			9
	C. Utility Services			9
Article III: Tenant Improvement Design And Landlord Approval Process				10
	Section 3.01: Description of Tenant’s Additional Improvements and Design Criteria			10
		Method of Measuring Tenant Spaces		10
	Section 3.02: Design Criteria			11
	Section 3.03: Standard Specifications			12
		Shell Perimeter Walls, Corridor Walls, Demising Partitions, and Ceilings		12
			Perimeter Walls	12
			Corridor Walls	12
			Demising Partitions	12
			Standard Partitions	12
			Column/finish Treatment	12
			Ceiling	13
		Doors, Frames and Hardware		13
		Paint		13
		Flooring		13
		Penetrations, Welding and Hot Work		14
		Waterproofing		14
		Plumbing		14
		Mechanical		15
		Electrical		18
		Structural and Roof		20
		Fire/Life Safety, Fire Sprinklers and Testing		20
		Communication System		21
		Satellite Dish		21
	Section 3.04: Existing Building Conditions			21
	Section 3.05: Design Submittal Requirements			22
		A. Preliminary Submittal		22
		B. Final Submittal		22
		Permits		23
		Mechanical/Electrical Schedule		24
		Start-up and air balance request		25



Tenant Design & Construction Manual 2014	3



Article IV: CONSTRUCTION PHASE			26
	Section 4.01: Construction Agreement		26
	Section 4.02: Preconstruction Meeting		26
		Construction Contract and Schedule of Values	26
		Bonds	26
		Certificate of Insurance	27
		Acceptance of Leased Premises	27
		Construction Schedule	27
		Building Permit	27
		Subcontractor List	27
		Construction Deposit	27
		Signed Lease and Delivery of Security Deposit	27
	Section 4.03: Tenant Contractor Rules and Regulations		27
		General Contractor Responsibility	28
		Superintendent	28
		Subcontractors	28
		Excessive Noise and Odors	28
		Smoking	28
		Damage	28
		Storage	28
		Trash and Dumpsters	28
		Dust and Dirt	28
		Delivery and Parking	28
		Working Hours	28
		Contractor Signage	29
		Construction Barricade	29
	Section 4.04: Demolition		29
	Section 4.05: Penetrations, Welding and Hot Work		29
	Section 4.06: Fire Pre-Test/Final Test Procedures		29
	Section 4.07: Stopping the Work		30
	Section 4.08: Construction Completion and Closeout		30
	Section 4.09: Tenant Improvement Checklist		31
Article V: MISCELLANEOUS FORMS			32
		Contractor Rules	34
		Pre/Post Demo MEP Inspection Form	35
		Emergency Fire Sprinkler Containment Kit Instructions	36
		Fire System Sprinkler Drain and Re-fill Procedure	37
		Hot Work Permit Sample	38
Article VI: TYPICAL DETAILS (11/22/2010)			39



Tenant Design & Construction Manual 2014	4

ARTICLE I: BUILDING DESCRIPTION

Section 1.01: Design Concept

Building Description

Bellevue Place is located on one of the region’s busiest intersections, situated on the corner of Bellevue Way NE and NE 8th Street, across from Bellevue Square and Lincoln Square. Together these projects are known as The Bellevue Collection.

Bellevue Place was the first mixed-use development in downtown Bellevue. Built in 1989, it features the 733 room Hyatt Regency Bellevue, the 21-story Bank of America Building, the 6-story Bellevue Place Building, boutique retail and restaurants, a 5-level below grade parking structure, and a grand atrium space known as the Wintergarden.

The Bank of America Building is a distinctive brick-clad, 458,000 square foot office tower that is adjoined to the Hyatt Regency through the Wintergarden on the first two floors. Floors 3 through 20 house class “A” office space and floors 1, 2 and 21 feature unique restaurants and retail.

The Bellevue Place Building is a distinctive brick-clad low-rise 127,000 square foot office building that sits on the corner of Bellevue Way and NE 8th Street. It is connected to the Hyatt Regency, the Wintergarden, and the Bank of America Building via the arrival plaza on the first floor. The Bellevue Place Building has distinctive retail and restaurants on the first level and the Hyatt Stay-Fit Fitness Center located on the second level. Floors 2-6 house class “A” office space.

Bellevue Place is connected to Lincoln Square by both a sky bridge and a tunnel for easy access to additional merchants of The Bellevue Collection.

Section 1.02: Construction Type

All designs must be consistent with the International Building Code and the City of Bellevue Amend- ments. The following general code information may assist in the design of the Leased Premises.

The design of the office building Leased Premises must comply with all requirements of a Type I - A fully sprinkled building as required by code. The occupancy group for an office space shall be “ Group B ” as defined in the International Building Code.

Bellevue Place Corner Building :

All levels are reinforced concrete slabs with concrete beams and joists.

Bank of America Building :

All levels are reinforced concrete slabs with concrete beams and joists.

Wintergarden :

Reinforced concrete slabs with concrete beams and joists or steel beams with concrete over steel deck floors.



Tenant Design & Construction Manual 2014	5

Section 1.03: Vicinity Map, Site Plan

Bellevue Place is located in the superblock in downtown Bellevue. It is bordered by NE 10th Street to the north, Bellevue Way NE to the west, NE 8th Street to the south, and 106th Avenue NE to the east .



Tenant Design & Construction Manual 2014	6

Article II: DIRECTORY OF LANDLORDS REPRESENTITIVES, CONSULTANTS, AND GOVERNMENT AGENCIES

Tenants are encouraged to utilize Landlord’s Representatives for their tenant improvements; however, if Tenant chooses to use their consultants/contractors, they must be approved by Landlord prior to commencing work.


A.	Landlord’s Representatives :

Landlord Bellevue Place Office, LLC

Kemper Development Company

575 Bellevue Square

Bellevue, Washington 98004

Sr. VP of Design & Construction - Daniel P. Meyers, AIA

Tenant Coordinator/Project Manager - Tony Cook

(425) 646-3660 or tony.cook@kemperdc.com

Management Office Bellevue Place Office Building

10500 NE 8th Street, Suite 215

Bellevue, Washington 98004

VP of Property Management - Phillip Scott

(425) 460-5840 or (206) 861-5770 or Phillip.scott@kemperdc.com

Security - (425) 460-5730

Landlord’s Legal Representative Perkins Coie LLP

0885 NE 4th Street, Suite 700

Bellevue, Washington 98004

Attn: Craig Gilbert

(425) 635-1400 Fax (425) 635-2400

Project Architect Sclater Partners Architects, P.C.

414 Olive Way, Suite 300

Seattle, Washington 98101

Attn: Craig Kasman

(206) 624-8682 Fax (206) 621-8445

Space Planner JPC Architects

909 112th Ave. NE, Suite 206

Bellevue, WA 98004

Attn: Amy Nichols

(425) 641-9200

Structural Engineer Cary Kopczynski & Co.

10500 NE 8th Street, Suite 800

Bellevue, Washington 98004

(425) 455-2144 Fax (425) 455-2091

Electrical Contractor Nelson Electric

9620 Stone Avenue N, Suite 201

Seattle, Washington 98103

(206) 523-4525 Fax (206) 527-9539

Fire Protection Contractor Patriot Fire Protection Inc.

2707 70th Avenue E

Tacoma, Washington 98424

(253) 926-2290 Fax (253) 922-6150



Tenant Design & Construction Manual 2014	7

Fire Alarm Contractor SimplexGrinnell

9520 10th Avenue S, Suite 100

Seattle, WA 98108

(206) 291-1400 Fax (206) 291-1500

Mechanical Engineer & Contractor MacDonald Miller Facility Solutions

7717 Detroit Avenue SW

Seattle, Washington 98106

Attn: Jon Sigmund

(206) 768-4222 Fax (206) 768-4223

Roofing Contractor Snyder Roofing

20203 Broadway Avenue

Snohomish, Washington 98296

(425) 402-1848


B.	Government Agencies:

Building Department City of Bellevue - Design and Development

P.O. Box 90012

Bellevue, Washington 98009

(425) 452-6864

Fire Department Bellevue Fire Prevention Bureau

766 Bellevue Way S.E.

Bellevue, Washington 98004

(425) 452-6872


C.	Utility Services:

Water Water and Sewer Utilities City of Bellevue

P.O. Box 90012

Bellevue, Washington 98009

(425) 455-6864

Electricity Puget Sound Energy

10608 NE Fourth Street

Bellevue, Washington 98004

New Services

(425) 455-5120

Telephone CenturyLink

Business Services

(800) 603-6000



Tenant Design & Construction Manual 2014	8

Article III: TENANT IMPROVEMENT DESIGN AND LANDLORD APPROVAL PROCESS

Section 3.01: Description of Tenant’s Additional Improvements and Design Criteria

This section describes the Tenant’s Additional Improvements and outlines the design phase of the tenant improvement process, including design criteria to meet both building requirements and those of the appropriate government agencies. Landlord reserves the right to change the design criteria from time to time.

Tenant shall inspect the Leased Premises and verify the existing conditions within the space prior to starting design work. Regardless of existing conditions, any work not specifically described as Landlord’s Work shall be a part of Tenant’s Additional Improvements.

To begin the design phase, Landlord shall send Tenant the “Tenant Information Package”. This package shall include this document (Tenant Design and Construction Manual) along with a plan of the Leased Premises and the previous “Tenant Improvement” drawings of the space, as available. This information will assist Tenant’s architect in the design phase. It is the Tenant’s responsibility to verify the existing conditions of their space.

All design work shall be done by an architect licensed in the State of Washington. It is Tenant’s sole responsibility to conform the design of the space to all applicable government rules, regulations and codes and to obtain all necessary permits and authorizations required for the construction of any and all improvements and alterations to the Leased Premises. Without limiting the generality of the foregoing, Tenant shall be solely responsible for ensuring that its design will not violate any local, state, or federal law pertaining to barriers to the disabled such as the federal Americans with Disabilities Act (the “ADA”) and the Americans With Disabilities Act Accessibility Guidelines (“ADAAG”).

Method of Measuring Tenant Spaces

Standard Building Owners and Managers Association International (BOMA) calculations are used to measure tenant spaces.



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Section 3.02: Design Criteria

Design Process

Planning and construction for the Leased Premises in both the Bank of America Building and Bellevue Place Corner Building are broken into two phases:


-	Schematic Phase (Space plan)


-	Construction Document Phase (Working drawings)

Depending on the Lease, there are two different ways the design and construction process will proceed:

Turn-Key by Landlord : If the Lease is a turn-key lease, Landlord will coordinate, oversee and manage the entire design and construction process of the space improvements. During lease negotiations, Tenant’s representative will meet with Landlord and Landlord’s space planner to come up with an agreed upon scope of work for the space. Landlord will be responsible for all bidding, contracting, coordination, and management of the project to achieve the agreed upon scope within the timeline set forth. Tenant will be responsible for all costs and delays due to Tenant changes to the scope after the scope is agreed upon. All changes must first be approved by Landlord.

Tenant Managed Tenant Improvements : Tenant will hire Landlord’s space planner (or another space planner approved by Landlord) to prepare design drawings and determine the scope of work for the build-out of the space. Tenant will follow the process outlined in the Tenant Design and Construction Manual for the design, planning, permitting, Landlord review, and construction of the space. Tenant will be responsible for all bidding, contracting, coordination, and management of the project.

The schematic plan shall be prepared and submitted to Landlord within 30 days of Lease execution, or as otherwise stated in the Lease, and shall define the layout of the Leased Premises showing the location of all physical features such as: walls, doors, rooms, etc. A finish board indicating colors and materials shall also be submitted.

Schematic Phase

The space planner, licensed as an architect in the State of Washington, shall prepare a schematic plan of the Leased Premises based on the information listed below. The space planner shall confirm the plan meets all current state, City of Bellevue, local fire, energy, ADA, and building code requirements. That Schematic Plan shall address the following:


•	Dimensions of all walls, openings and other space planning features


•	Reflected ceiling plan; locating the ceiling grid and light fixtures


•	Power and telephone plan; including specific requirements for computers and other dedicated circuits


•	Location and dimensions of all slab penetrations


•	HVAC modifications/requirements


•	Plumbing modifications/requirements


•	Number of personnel to occupy the space


•	Number, size and relationship of private offices


•	Conference room requirements


•	Reception area requirements


•	Storage and office support requirements


•	Equipment needs

Tenant shall submit load calculations for mechanical and electrical review (see Mechanical/Electrical schedule, page 23), and should work with structural, mechanical, and electrical engineers when appropriate.

Landlord shall review the Schematic Plan with Tenant and make necessary changes until requirements are met. Upon approval from Landlord, Tenant shall prepare construction documents based on the Schematic Phase.



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Section 3.03: Standard Specifications

The Standard Specifications and Details referenced below outline Tenant’s Improvements to be installed in and to the Leased Premises. Unless otherwise approved by Landlord, Tenant’s Improvements shall be designed and installed in accordance with the following Standard Specifications and Details. (Tenant’s Improvements, however, may not necessarily include all of the following items.) Compliance with the following information will help to minimize construction costs and avoid delays.

Shell Perimeter Walls, Corridor Walls, Demising Partitions, and Ceilings

Perimeter Walls

Tenant is responsible for replacing the batt insulation with rigid insulation if improvements affect shell perimeter walls.

Standard specification:

Sill height shall be 2’5” with 2” aluminum frame at windows with GWB installed below sill.

Corridor Walls

Corridor walls are as-is. However, after a full-floor tenant vacates, Landlord will install corridor walls throughout the space to a finish condition on the common area side, and open-stud condition on Tenant’s side.

Standard specification:

Corridor partitions must be built with one-hour construction rating with a demising wall on one side of the corridor, core shaft wall opposite side, with one-hour rated ceiling above.

Demising Partitions

Tenant shall finish demising walls to maintain integrity of sound insulation and fire ratings. Demising walls shall be 6” metal studs. No GWB provided by Landlord at interior demising walls. All shell and core fire ratings must be maintained throughout the project.

Standard specification:

2 1/2” 25-gauge galvanized steel studs at 24” on center.

Partition height shall be 8’6”.

Continuous acoustical sealant at base of GWB on both sides.

Wall terminated at underside of acoustic ceiling.

1/2” reveal to be painted black.

2 - 1/2” USG Thermafiber Sound attenuation batts floor to ceiling in stud cavity.

2 - 1/2” Thermafiber Sound attenuation blanket 2’0” each side of partition in ceiling plenum.

Standard Partitions

Standard specification:

2 1/2” 25-gauge galvanized steel studs at 24” on center.

Partition height shall be 8’6”.

5/8” gypsum wallboard each side, smooth finishes.

Wall terminated at underside of acoustic ceiling.

1/2” reveal to be painted black.

Column Finish Treatment

5/8” GWB wrapped all exposed sides.



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Ceiling

Tenants must maintain a ceiling system. If open ceiling structures are essential to Tenant’s design, Landlord approval must be obtained to ensure a high level of finish is achieved. Tenant shall not suspend anything from the structural deck other than ceiling light fixtures, ceiling diffusers, and grilles, to a maximum load of 5 lbs. per square foot, without the prior written consent of Landlord. Any system to be suspended from the deck must be submitted to Landlord’s engineer for acceptance of the system design, at Tenant’s cost. Tenant and Tenant’s engineer shall certify that the system installed is in conformance to local, state, and federal building codes relating to structural loading and seismic restraint under the authorities having jurisdiction.

All mechanical equipment suspended within the Leased Premises shall be designed and installed with vibration isolators.

Standard specification for Acoustic Ceiling:

Typical finished ceiling heights are 8’6” with an exposed thin grid system, 2’x4’.

Mineral fiber lay-in panels, 2’x4’, regular 2’x2’ edge detail, fissured pattern.

Doors, Frames, Hardware

Standard specification:

Suite entry doors - 3’0” x 7’10” x 1-3/4”.

Cherry, plain sliced, center book matched.

20-Minute labeled door assembly, smoke tight.

Frame - cherry.

Hardware - US26 D satin chrome.

One lockset with lever handles, two pair butts, one closer, and wall bumper. All proximity card readers must be black, surface mounted and approved by Landlord.

Standard interior door - 3’0” x 7’10” x 1-3/4”.

Door opening size - 3’0” x 7’0”.

Cherry, plain sliced, center book matched.

Frame - cherry.

Hardware - US26 D satin chrome.

One lockset with lever handles, two pair butts, and wall bumper.

Paint

One coat latex primer-sealer, two coats latex eggshell emulsion. Color to be selected by Tenant from the Leased Premises Standard Finish Selection or otherwise approved by Landlord.

Flooring

Tenant shall be responsible for provisions of ADA compliant transitions. Tenant shall be required to provide drawings for Landlord’s review and approval for all work that requires penetrations through structural slab floors to include, but not limited to: slab openings for elevators, associated pits, atria, mechanical shafts, venting shaft pathways, and risers. All such work will be performed by Landlord at Tenant’s cost. Any work required to provide for depression and/or raised areas, slots in floor slab for door tracks, door closures, door supports, and special floor finishes, is to be performed and completed by Tenant. No cutting into, coring, jack hammering, or loading of the floor will be permitted if such work impairs the structural capacity of the floor. Tenant shall install expansion joints where required. Any modifications (core drills, etc.) to the floor system shall be reviewed and approved by Landlord’s engineer, prior to commencing.

Such work will be required to be x-rayed by Tenant with written confirmation provided to Landlord prior to work commencing. All x-raying of the floor slabs are to be executed during non-working hours so as to not disrupt any ongoing work or tenant operations.

Any penetrations through a fire-rated assembly are to be minimally fire-rated to the equivalent of the original assembly.

Standard specification:

Carpets must be 30 ounce cut pile, chosen from the Leased Premises Standard Finish Selection or approved by Landlord.



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Base must be resilient, 4” rubber base at carpeted floor. Color selected by Tenant from the Leased Premises Standard Finish Selection or approved by Landlord.

Penetrations, Welding, Hot Work

All core drilling and cutting of the concrete slab will be done after “normal” business hours, and approved by Landlord before work is started. The general contractor is responsible for notifying Landlord so Landlord can coordinate with all adjoining tenants affected. All security required for entrance into another tenants leased space during “off” hours is the responsibility of the general contractor.

Any welding requires the prior authorization of Landlord and Hot Work Permits are required, which can be obtained through Bellevue Place Security (425) 460-5730. See page 38 to view a sample.

In addition, Tenant’s contractor must ensure that all appropriate safety requirements are met and the following items provided:


•	Protection screens to isolate the area from slashes and sparks


•	Flashback arrestor fitted to the inlet connection of the welding and cutting blowpipes


•	Fire extinguishers


•	Fire Watch by outside vendor or Bellevue Place Security

Waterproofing

All waterproofing shall be provided by Tenant. All tenants must install a waterproof membrane within the kitchen areas, toilet rooms, and mop sink areas within any office, retail or restaurant space. The membrane must extend up the wall and all plumbing, piping or electrical conduit, and any other floor penetration a minimum of six inches (6”). Landlord reserves the right to perform a waterproof membrane inspection at Tenant’s expense. Tenant is to provide an accurate installation schedule and coordinate the inspection with Landlord’s Tenant Coordinator prior to installing the final flooring finishes. Waterproof membranes may be required in areas other than stated above, if determined by Landlord that those areas require such protection.

Acceptable waterproofing products are manufactured by:

Siplast -- http://www.siplast-international.com

Local Representative -- Brad Viles (425) 391-6893

Kemper -- http://www.kempersystem.co.uk/p_fasttrack.html

Local Representative -- Roland Wieth (253) 606-6936

Installation shall comply with all written installation guidelines and published details.

Installing contractors shall be approved by the manufacturer.

Wetherholt and Associates shall be retained by Tenant to provide:


•	Pre-installation meeting of all parties associated with waterproofing.


•	Periodic part time inspection with a minimum of three site visits a week.


•	Review the start and end of all required water tests.

Contact Jeorge Hopkins, Wetherholt & Associates Inc. (425) 822-8397

Plumbing

All plumbing work, including but not limited to, the provision of plumbing fixtures, electric water heaters, etc., shall be designed and provided by Tenant. Domestic water piping should be Type K or Type L copper, depending on specifications and insulated per the City of Bellevue Energy Code. All scope must be reviewed and approved by Landlord.

Tenant shall provide shut-off valves in the supply piping to every fixture. Toilet rooms with flush valves shall have a dedicated shut off valve to isolate the toilet room from the larger system.

All heating of domestic water shall be accomplished using electric water heaters. Tenant shall contract with Landlord’s contractor at Tenant’s expense for all work outside of the Leased Premises. The water heater temperature and pressure relief drain shall be piped to a floor drain or other approved receptacle provided by Tenant. Trap primers are required for all floor drains per City of Bellevue requirements. If a drain is existing, it is the Tenant’s responsibility to verify the trap



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primers exist and are functioning properly.

All plumbing equipment and material required by Tenant shall become the property of Landlord upon installation.

Where plumbing lines are not being reused, they must be demoed, capped, sealed, and/or in-filled. This work inside the Leased Premises shall be verified by Landlord’s plumbing contractor at Tenant’s expense. During construction, removable plugs or caps shall be used on all plumbing services to keep debris from entering the system. Tenant’s general contractor shall bear all costs associated with improper protection of waste, drain, and vent systems.

If Tenant use requirements dictate upsizing of services, all associated costs shall be borne by Tenant.

Tenant shall install air chambers or shock absorbers in piping system to prevent noise and damage due to water hammer.

Waste and vent piping, shall be service weight cast iron, with no-hub fittings. Alternate materials are not accepted.

Tenant shall provide and install an approved grease trap or traps, complying with the City of Bellevue’s requirements, in the waste line leading from sinks, drains and other fixtures or equipment where grease may be introduced into the sewage system. Tenant shall be required to provide an automatic chemical treatment system that injects grease dissolving chemicals into the piping system between the fixture and its P-trap. Where possible, above slab grease traps are recommended. Tenant shall contact the City of Bellevue for a list of approved chemical feed systems.

All plumbing equipment and material required by Tenant shall become the property of Landlord upon installation.

Mechanical

Landlord shall approve all schematic mechanical system designs as part of the acceptance of Tenant’s preliminary plans. Any additional work associated with new equipment, such as added electrical capacity or structural support systems, shall be by Landlord at Tenant’s cost. All work outside the Leased Premises, shall be contracted directly with Landlord’s mechanical contractor.

The mechanical contractor is responsible for the following:


·	Verify design criteria based on original design, ventilation ratios, and load calculations.


·	Inspect the existing space and compare the as-built records to the current conditions and notify Landlord of discrepancies. Landlord will make a determination of further work based on observations.


·	Removal of all existing fan coil units where there aren’t 24 hour cooling requirements, including all ductwork and piping. All removed equipment must be returned to Landlord.


·	When removing CWFC (fan coil units), the chilled water and condensate pipes must be removed back to the closest “T”. Valves with caps should be provided for future use if not already existing.


·	Re-balance all VAV zones in the remodeled space, regardless if diffuser modifications where made.


·	Verify all VAV bottom service access panels are accessible for future use.

· Should for any reason the chilled water systems need to be drained down, the contractor shall provide Landlord’s mechanical contractor ethylene glycol for replenishment of the system to the current 15% by solution values. All costs to refill will be at Tenant’s sole expense.

Any existing HVAC equipment that is in poor operating condition, or is deemed by Landlord to be beyond it’s useful life, shall be replaced with new equipment upon prior approval by Landlord’s mechanical contractor at Tenant’s expense.

All existing PVC condensation drain piping inside Tenant’s space shall be replaced with copper piping and must have a clean out in the line. An auxiliary drain pan shall be installed below the fan/coil units, and a drain from the pan shall drain to a conspicuous location per City of Bellevue requirements.

Tenant shall provide low voltage control wiring and thermostats for proper operation of their HVAC equipment within the space. Thermostats specifications are required to be submitted for approval by Landlord’s mechanical contractor.



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electrical clearances must be maintained at all times, including for existing equipment. The Tenant’s mechanical engineer is responsible for verifying as-built conditions, comparing them to the new Tenant layouts and relocating equipment as needed. Tenant shall contract with Landlord’s contractor at Tenant’s expense for any work on the roof and any work associated with the building fire/smoke control system.

Tenant shall provide and install return air smoke detectors in all air conditioning units providing air in excess of two thousand (2,000) CFM to automatically shut off unit if smoke is detected. The smoke detector shall be installed in the return duct. Smoke detectors shall be Simplex model #4098-9756. The detectors shall be furnished, wired and programmed by Landlord’s electrical contractor and installed by Landlord’s mechanical contractor at Tenant’s expense. Tenant shall bear all associated costs for programming and testing of duct mounted smoke detectors as required by the City of Bellevue prior to occupancy. If mechanical equipment is being reused, and the detectors are in the supply duct, they shall be replaced at Tenant’s expense.

Any additional Tenant required HVAC equipment and material to be installed outside the Leased Premises shall be installed by Landlord’s contractor at Tenant’s expense. These costs would include, without limitation, all aspects of the mechanical equipment change, upgrade, or addition and related roofing, electrical, structural, or general construction work. Tenant shall contract directly with Landlord’s contractors for the aforementioned work.

All HVAC equipment and material required by Tenant shall become the property of Landlord upon installation.

Tenant shall provide access panels in GWB ceilings, and walk platforms above, as required for servicing all HVAC equipment, including balancing dampers, fire dampers and smoke control dampers. Minimum access opening size shall be 24x24.

Access panels and walk platforms shall be shown on architectural plans and referenced on mechanical plans. Tenant ust ensure that the ceiling structure or the work of any other trade does not block access to dampers and equipment above the ceiling so that periodic maintenance and testing can be performed.

Tenant shall contract with Landlord’s contractor at Tenant’s expense for all start-up, testing, and air balance work of HVAC equipment. Tenant shall complete the Start-up and Air Balance Request (referenced page 25), to ensure that each item on the request is completely finished, ensure the equipment is ready to run and contact the Building Engineer when ready for start-up and air balance of the HVAC system.

All HVAC and lighting work must comply with the Washington State Energy Code and Landlord’s HVAC Design Criteria as outlined in this manual. Energy conservation is of the utmost importance and shall be reflected as such in Tenant’s designs. Tenant shall submit mechanical designs for review and approval prior to beginning any work.

Smoke Control System:

Bellevue Place utilizes a floor by floor smoke control system. This system must be evaluated by Tenant’s mechanical engineer and a letter, stamped by a Professional Engineer licensed in the State of Washington, must be written for each tenant improvement and addressed to the building official. The letter must explain how the integrity of the smoke control system is being maintained for the project. This must be available and submitted, along with the mechanical permit documents, to the City of Bellevue by Tenant’s mechanical contractor.

All HVAC calculations shall be in accordance with the latest edition of the ASHRAE Fundamentals Guide and Data book, applicable codes, and good engineering practice. All calculations shall be submitted on the forms at the back of this manual for approval by Landlord’s mechanical engineer. All calculations and drawings shall be certified by a currently registered Professional Engineer in the State of Washington. The units were originally designed in accordance with the following HVAC design criteria:

Equipment replacement is recommended for any units that are oversized so as to promote energy conservation.

Environmental Design Conditions:

The cooling system will be based on the ASHRAE 2% design condition temperatures for Bellevue of 83/67°F DB/WB. The indoor design temperature set-point will be 78° +/- 2°F. Air conditioning will be provided in all occupied areas.



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The heating system will be based on the ASHRAE 99.6% design temperature of 24°F. The design will incorporate heating season indoor temperatures of 78° +/- 2°F in occupied areas.

Ventilation Rates:

Ventilation, pressurization, and air change rates will be provided in accordance with ASHRAE Standard 62-2010 (Ventilation for Acceptable Indoor Air Quality), and the current Washington State Energy Code.

Humidity Control:

Humidity control is not provided in the system. Tenant may need to provide humidity control as part of their system.

Building Internal Loads:

Building internal loads are based on ASHRAE recommendations. Factors impacting the building’s internal loads are:


•	Occupant Density - Densities will be based on 1 person for every 265 square feet.


•	Lighting Loads - Loads will be coordinated with the electrical engineer. Lighting loads will be in the approximate range of 0.5 to 2.0 watts per square foot depending on the space usage.


•	Miscellaneous Equipment Loads - Loads will be in the approximate range of 0.5 to 5.0 watts per square foot depending on use.

Heating System:

Shell and core and tenant system consist of electric heating at the VAV boxes.

It is Tenant’s responsibility to ensure that heating and cooling equipment serving the Leased Premises is capable of automatically maintaining a winter inside dry bulb temperature of seventy degrees (70 ^o ) Fahrenheit and a summer inside dry bulb temperature of seventy-eight degrees (78 ^o ) Fahrenheit as stated above. The supply and return air systems shall be ducted. The ceiling plenum can be used for return air.

Landlord shall select the manufacturer of any building materials or equipment in which all or part is to be installed outside of the Leased Premises, or affects Landlord or other tenants. All new mechanical equipment shall be submitted for approval by Landlord’s mechanical contractor.

All new and replacement equipment must exceed the current energy codes.

Variable Air Volume Boxes (VAV’s), for both the Bank of America Building & Bellevue Place Corner Building:

The building standard VAV box is a Trane series fan powered box with ECM motor (no substitutions). Perimeter units have electric heat. Interior units may not have heat depending on use. Building supply air is delivered at 44 ^o F but is reset seasonally up to 65 ^o F based on outside air temperature and demand. Select VAV fan to be 120% of design maximum VAV valve airflow, in order to raise the air temperature delivered to the space.

Typical electrical must be 277/1. If providing a heater equal to or larger than 5KW, then specify 4-wire 460/3 power. ECM motor is 277/1 and requires a neutral wire. Tenant’s mechanical contractor must provide controls per building control standard. They must also provide one stage of heat for every 5KW of heat per box and no cross zoning between tenants is allowed.

The following rooms must have a dedicated VAV zone:


·	Conference rooms with 6 or more people


·	Training rooms


·	Corner offices

All new and replacement VAV’s are required to be submitted to Landlord’s mechanical contractor with associated load calculations for approval, prior installation.

Chilled Water Fan Coil Units (CHW FCU’s), for both the Bank of America Building & Bellevue Place Corner Building:



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Landlord’s mechanical contractor with associated load calculations for approval. Building standard chilled water fan coil is Trane or equivalent with ECM motor (if available). The supply temperature is 38 ^o with a 25 ^o delta T and contains 15% glycol, and can be reset up to 55 ^o F.

All chilled water system piping, equipment and accessories installed at or below the 7th floor must be considered “high pressure” and be rated for greater than 150 psi working pressure.

Typical electrical must be 277/1.

Tenant’s mechanical contractor must provide controls per building standard with 2-way chilled water control valve.

Tenant’s mechanical contractor must also provide a line sized hose kit that includes braided stainless steel flex hoses, strainer, shut off valves and balancing valve. FDI VersaFlow kit B or equivalent.

Condensate must be sloped to an appropriate drain location per local codes and add a plenum rated condensate pump if required. Pan overflow alarm and connection to BMS should also be included.

Mechanical contractor must dispose of glycol/water mixture per EPA guidelines when draining and replace with equivalent mixture when re-filling the system. Mixture may be stored and re-used with building approval.

Existing CHW FCU’s that are not being re-used must be demolished including chilled water mains back to the main branch shut-off valves and lines must be capped. All new and replacement CHW FCU’s are required to be submitted to Landlord’s mechanical contractor with associated load calculations for approval prior to installation.

Condenser Water System for both the Bank of America Building & Bellevue Place Corner Building:

Both buildings utilize a condenser water system that is common to the main chillers and air handlers. It provides cooling for the chillers and/or waterside economizer or pre-heat to each floor by floor AHU as needed. As such, this stems should not be used for auxiliary cooking needs. The cooling tower is an open cooling tower and does not contain glycol.

The condenser water supply temperature is 79 ^o with a 10 ^o delta T with no glycol. At times, the temperature can reach 100 ^o for AHU preheat. All condenser water system piping, equipment and accessories installed at or below the 5th floor must be considered “high pressure” and re-rated for greater than 150 psi working pressure.

Water source heat pumps shall not be connected to the condenser water system.

Thermostats shall be fully compatible with existing building DDC system. Battery back-up programmable thermostats are not permitted . All thermostats are required to be submitted to Landlord’s mechanical contractor for approval.

Grilles, registers, and diffusers shall be manufactured by Krueger, Titus, Shoemaker, or Price. Tenant’s mechanical engineer or contractor shall submit type and manufacturer of GRD’s to permit proper balance of equipment by Landlord’s contractor.

Electrical

Tenant is responsible for having a complete electrical power and lighting distribution system within the Leased Premises. This includes, but is not limited to: temporary power during construction, transformers, panels, lighting panels, breakers, branch circuits, outlets, battery back-up, emergency egress/exit lighting, and electrical circuits to signage, including wiring and connections. Tenant shall provide electrical equipment rooms if required to house Tenant’s systems (no space will be provided in building electrical equipment rooms to house Tenant’s electrical equipment). Provision and/or installation of telephone/communications cabling and wiring from the telecom equipment rooms to and within the Leased Premises are to be done and completed by Tenant.



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control relay panels and other lighting controls as required to meet Washington State Energy Code within the Leased Premises. Space will not be provided to Tenant in building electrical rooms.

Any supplemental HVAC units that must be installed outside the Leased Premises must be approved by Landlord for installation location and electrical capacity. Conduit routing outside of Tenant’s space must be approved prior to installation. Tenant shall provide all power wiring for HVAC equipment including conduit, conductors, safety disconnect switches, lights, and receptacles required for servicing HVAC equipment. Tenant’s contractor shall extend the conduit to the electrical panel and provide the branch circuit conductors from the panel to the disconnect switch and connections from the disconnect switch to the HVAC unit, including motor rated fuses to match the HVAC unit amperage rating.

The main electrical switch shall be sized for the following capacity: four (4) watts/square foot, safe for miscellaneous equipment (receptacles, etc.) and power sufficient for the installed lighting, water heater, and HVAC units. Lighting capacity may be limited by the HVAC cooling capacity available in the Leased Premises. Please refer to the mechanical section of this manual.

Installed lighting fixtures and control systems must comply with the Washington State Nonresidential Energy Code, and calculations showing compliance with code need to be specified on the drawings.

All construction power supplies used by Tenant’s contractor must be fitted with ground fault interrupters. Electrical leads must be placed on stands or suspended and should not be run along the ground where they may be damaged or create a trip hazard. By no means will extension cords be permitted outside the Leased Premises.

If you require information relating to the purpose or source of cables in your space, contact Landlord. Under no circumstances should any cables be cut.

Landlord’s electrical contractor is to perform all work outside of the Leased Premises, including tie-in to main electrical panels.

Panel schedules must be updated at the closeout of each project. Circuits in multi-tenant panels must be identified by Tenant name and description of area served.

Tenants with high energy usage (server rooms, multiple computers per desk, etc.) may be required to install an electrical sub meter at Landlord’s discretion at Tenant’s cost.

Lighting

Tenant shall be responsible for upgrading all lighting within the Leased Premises to the following specifications, if not already completed:

Fixture : LIGHTOLIER, Coffaire II Recessed Fluorescent Direct/Indirect - 2’x4’ with Perforated Basket, Air Return, 2 Lamp T8

Bulb : T8, 32 WATT, 3500K

Single-floor Tenant’s elevator lobby and corridor lighting to be reviewed and approved by Landlord and provided by Tenant.

Standard specification:

Outlets - Wall-mounted 12” above finished floor unless otherwise specified.

Telephone/CRT Outlets - Wall-mounted 12” above finished floor unless otherwise specified.

Exit signs - Universal standard exit sign with stencil face and arrows as required.



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Structural and Roofing

Structural

Any alterations, additions or reinforcements to the building to accommodate Tenant’s work shall be at Tenant’s sole cost and expense and require Landlord’s prior approval.

Roof

All roof penetrations or roof work shall be approved by Landlord. Tenant shall contract with Landlord’s contractor for engineering and installation at Tenant’s expense. (See mechanical section of this manual for further information regarding roof penetrations)

Fire and Life Safety, Fire Sprinklers, Fire Extinguishers

Tenant shall modify the sprinkler system within the Leased Premises to conform to all code and/or regulatory requirements. A minimum one hour fire resistance rating is to be maintained as per the City of Bellevue requirements. Any modification to the sprinkler system by Tenant is to be performed by Landlord’s contractor at Tenant’s expense, so as not to void any warranties, certificates and/or insurance underwriting requirements currently in place. Tenant shall be responsible to repair and/or replace any fireproofing already in place that is disturbed, damaged and/or related to Tenant work. Any firefighting, fire prevention, safety and emergency equipment or lighting in and about the Leased Premises, such as fire extinguishers, additional to that included in the base system provided by Landlord, and required by any authority having jurisdiction, shall be installed by the Tenant at Tenant’s expense.

Fire/Life Safety - Mechanical

The building is equipped with a smoke control system, that consists of dampers on each floor. The system must remain unaltered unless Landlord has permitted otherwise.

Fire/Life Safety - Electrical

Landlord provides a central Simplex alarm system for the space. Tenant shall be provided with Fire Alarm Voice and Alarm Circuits in a J-Box located within the Leased Premises for a single point connection to Landlord’s monitoring service as required by code and Landlord’s central system. Design and connection to Landlord’s fire protection system shall be made by Landlord’s contractor at Tenant’s expense. All fire alarm components used within the Leased Premises shall be U.L. approved and fully compatible with the base building Simplex system. The system shall be fully programmed, with graphics, for annunciation of the base building system. Tenant shall be responsible for any troubleshooting, investigation and/or repairs required to place the system in full working order. Fire system wiring is not allowed to be directly attached to all thread hangers, and must be attached using a secondary attachment method. Connection to the NAC panel and smoke detector circuits connected to the house panel, are to be completed by Nelson Electric at Tenant’s sole expense.

Standard specification:

Smoke detectors must be surface-mounted.

Emergency speakers should be flush-mounted, 6 1/2” square frame.

Automatic Sprinkler System

Tenant is responsible for upgrading all sprinklers to quick response heads, per current code, if not already installed. Tenant shall contract with Landlord’s contractor at Tenant’s expense for all automatic fire sprinkler system engineering, materials, and installation. Tenant is responsible for the cost of obtaining approvals from the City of Bellevue, Landlord and Landlord’s designated representative(s).

Where existing, in previously improved spaces, the automatic sprinkler system in the Leased Premises may be reused at Tenant’s discretion subject to adequate capacity, condition, acceptable location and code requirements.

The Leased Premises must remain fully sprinkled at all times. All sprinkler system modifications shall be made in accordance with the current International Building Code (IBC) and all applicable state and local codes.

Tenant is required to submit system design for review and approval prior to beginning work. Tenant shall not proceed with any ceiling work until notified of sprinkler rough-in and inspection.



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A vertical clearance of eighteen inches (18”) must be maintained from sprinkler heads to any shelf storage or materials that could impair water distribution.

Tenant must take note if sprinkler protection is required above the ceilings of the Leased Premises. If it is required, care must be taken in positioning equipment, ducts, and demising walls, so as not to impair the sprinkler distribution. When impairment is unavoidable, sprinkler coverage above the ceiling must be modified to maintain proper coverage, at Tenant’s expense. To assist with sprinkler layout, Tenant’s architect shall dimension all ceiling grid and elements such as lights, speakers, and other ceiling mounted items from building column lines.

Slab penetrations shall be core drilled, sleeved, fire-safe, and waterproofed. Tenant shall have all core drill locations approved by Landlord.

All materials shall be listed by Underwriter’s Laboratories. All sprinkler heads shall be quick response and manufactured by Reliable Automatic Sprinkler Co., Inc. Building standard sprinkler heads are as follows:

Finished Ceilings - Reliable “G4A” concealed, 165 degree, 1/2” orifice, white paint finish or equivalent, SIN: R5415.

Any other sprinkler finish must be specified by Tenant’s architect.

Impairment of the sprinkler systems requires drain and re-fill procedures to be followed. Please refer to the Fire System Sprinkler Drain and Re-Fill Procedure Form on page 35.

Fire Extinguishers

Tenant shall provide fire extinguishers as required by the City of Bellevue.

Fire Extinguishers shall be 2A10BC type. Fire extinguishers shall be mounted in semi-recessed 1/2” stainless steel flat trim type cabinets.

Communication System

Tenant shall provide all telephone wiring and equipment, including: all distribution and extensions of telephone conduit within the Leased Premises and all data, intercom, computer, communication, fire and burglar/security alarms, and signal systems required by Tenant. All Tenant equipment must be confined to Tenant’s Leased Premises.

Satellite Dish

Satellite dishes and certain forms of data and/or telecommunications equipment may be permitted or allowed to be provided and/or installed on the roof or other portions of the building exterior only after review and approval by Landlord. All work to be performed on the roof or other portions of the building exterior shall be performed by Landlord’s contractor at Tenant’s expense.

A Satellite Dish License Agreement must be executed prior to equipment being installed.

Section 3.04: Existing Building Conditions

· Concrete floor slab is generally smooth-finished concrete without depressed or raised areas.

· Structural framing is reinforced concrete.

· Floor load capacity is ninety-five (95) pounds per square foot.

· Typical structural bay size:

· Bank of America Building: 30’ x 33’

· Bellevue Place Building: Varies

· Typical floor-to-floor heights:

· Bank of America Building 2nd floor: 14’0”

· Bank of America Building 3rd floor and above: 12’2”

· Bellevue Place Corner Building 2nd floor: 14’0”

· Bellevue Place Corner Building 3rd floor and above: 12’6”



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Doors, Frames, Hardware

Wood finish on cherry: medium stain with multiple coats of hand-rubbed lacquer.

Paint

One coat latex primer-sealer, two coats latex eggshell emulsion.

Section 3.05: Design Submittal Requirements

Landlord’s review and approval process of the complete Tenant Design Package must be completed prior to Tenant commencing any work.

Landlord’s approval of Tenant’s plans shall only acknowledge conformity to the aesthetic design objectives and criteria of Bellevue Place/Bank of America Building, and in no way signifies that Tenant’s plans comply with any ordinances, codes, laws, rules or regulations applicable to Tenant’s permitted uses, nor does such approval connote any professional assessment of the quality, durability or safety of Tenant’s design or the materials to be used in construction of Tenant’s leasehold improvements. Should a discrepancy occur between the Tenant Design & Construction Manual and the approved drawings, the Tenant Design & Construction Manual shall take precedence.

Any changes, modifications or alterations requested by Tenant must be reviewed and approved by Landlord, and any additional charges, expenses or costs, including architect’s or other consultant’s fees incurred by Landlord as a result of any such request shall be paid by Tenant. Landlord shall have the right to demand payment for such changes, modifications, or alterations prior to Landlord consenting to any work in the Leased Premises.

If the Leased Premises has not been constructed in accordance with the approved drawings, Tenant shall not be permitted to occupy the Leased Premises until the Leased Premises complies in all respects with the approved drawings. However, if Tenant is allowed to occupy the Leased Premises and notwithstanding any lapse of time, Tenant shall bring the Leased Premises into compliance with the approved drawings.

Note that in each place in this manual where Landlord’s consent or approval is required, unless otherwise specifically agreed to in writing, Landlord reserves the right to withhold its consent or approval for any reason, or no reason, in its sole subjective discretion.

A. Preliminary Submittal

Tenant shall submit to Landlord an electronic Preliminary Submittal (PDF format):

Floor Plan, at 1/4” = 1’-0” scale

Reflected Ceiling Plan, at 1/4” = 1’-0” scale

Entry Elevation, at 1/4” = 1’-0” scale

Mechanical Plan, at 1/4” = 1’0” scale

Finish Schedule with Color Samples

The purpose of the Preliminary Submittal is to determine general conformity with the design criteria.

An electronic set of drawings, with Landlord’s preliminary notes, shall be returned to Tenant. In the event of any changes, additional preliminary drawings may be required. Should the drawing not meet Landlord’s minimum requirements or industry standards, new drawings shall be required.

B. Final Submittal

Within thirty (30) days of receiving the floor plan for the Leased Premises from Landlord, Tenant must electronically submit to Landlord final drawings prepared by Tenant’s licensed architect. All mechanical and electrical drawings and calculations shall be certified by currently registered State of Washington Professional Engineers.

Tenant shall submit a Final Submittal , in PDF format, to Landlord. It shall include the following:

Architectural Drawings:

Floor Plan, at 1/4” = 1’-0” scale



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Longitudinal Section, at 1/4” = 1’-0” scale

Interior Elevations, at 1/4” = 1’-0” scale

Reflected Ceiling Plan, at 1/4” = 1’-0” scale

Partition Wall Sections, at 1/2” = 1’-0” scale

Door, Finish and Color Schedules and Samples

Specifications

Mechanical Drawings:

HVAC Distribution Plan, at 1/4” = 1’- 0” scale

Controls Plan

Reflected Ceiling Plan, at 1/4” = 1’- 0” scale

Mechanical/Electrical Schedule

Plumbing Plan, at 1/4” = 1’- 0” scale

Plumbing Fixture Units Schedule

Specifications

Plumbing and Mechanical plans must be stamped by a professional engineer currently licensed in the State of Washington.

Complete Mechanical/Electrical Schedule and Plumbing Fixture Units Schedule, located in this manual.

Electrical Drawings:

Floor Plan showing light fixtures, switches, receptacles and equipment

Branch circuit wiring and circuiting

Riser diagram and load summary

Panel Schedules

Specifications

Light Fixture Schedule

Fire Alarm Plan

Fire Sprinkler Layout/Plan

Calculations showing compliance with the Washington State Energy Code

Permits

Tenant shall provide all required permits, plan check fees, and all other required government approvals. It is the Tenant’s responsibility to contact the local governing agencies to obtain current permit requirements. Below is a list of contact information for local agencies having jurisdiction over the property:

Building Department City of Bellevue - Design and Development

P.O. Box 90012

Bellevue, Washington 98009

(425) 452-6864

Fire Department Bellevue Fire Prevention Bureau

766 Bellevue Way S.E.

Bellevue, Washington 98004

(425) 452-6872

After the construction documents have been approved and signed by both parties, any revisions or changes will require Landlord’s approval. Tenant shall be responsible for all costs associated with said changes.



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MECHANICAL/ELECTRICAL SCHEDULE

Submit only one completed form.



Prepared by:

Mechanical	Phone	Date

Electrical	Phone	Date

1. Tenant Name _____________________________________________ Space# ___________

2. Tenant Drawing #’s: Mechanical ____________________________ Electrical ___________

3. Floor Area _______________________ Square Feet

4. Electrical Load Breakdown

A. Interior Lighting __________ Watts

B. Signage __________ Watts

C. Appliances __________ Watts

D. Receptacles __________ Watts

E. HVAC Equipment __________ Watts

F. Electric Water Heater ___________ Watts

G. Miscellaneous Elect. Equipment ___________ Watts

H. Total Connected Electrical Load __________ Watts, _______ Watts per Square Foot

5. Cooling Load Breakdown

A. Lighting In Space __________ BTUH

B. People __________ BTUH

C. Infiltration __________ BTUH

D. Ventilation __________ BTUH

E. Solar and Transmission Gains __________ BTUH

F. Electrical Transformer __________ BTUH

G. Misc. Heat Generating Equipment Watts or __________ BTUH

H. Space Sensible Cooling Load __________ BTUH

I. Space Latent Cooling Load __________ BTUH

J. Total Space Cooling Load __________ BTUH

6. Toilet Exhaust __________ CFM

Note: Please attach to this sheet any special exhaust or make-up air system(s) data. Use CFM, H.P., method of operation, etc. Miscellaneous heat generating equipment must be also be attached to this sheet, complete with heat output generated and applicable diversity factor.

PLUMBING FIXTURE UNITS SCHEDULE

Prepared by: _________________________________________________________

Engineer __________________________________ Phone ______________ Date ____________

1. Tenant Name ________________________________________________ Space# ___________

2. Tenant Drawing #’s: Plumbing ________________________________________________________

3. Fixture units



Water closets	Total fixture units	Grease waste fixture units
Lavatories	Total fixture units	Sanitary waste fixture units
Sinks	Total fixture units	Vent Fixture Units
Water fountains	Total fixture units
Other
	Total fixture units
	Total fixture units
	Total fixture units



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START-UP AND AIR BALANCE REQUEST

In order to save time during start-up, inspection, and balance of your Tenant space HVAC units, the following checklist is to be completed and returned to Landlord when requesting start-up:



1.	Tenant Name	Space#

2.	Contractor Contace	Phone

3.	Mech. Contractor Contact	Phone

4.	Elec. Contractor Contact	Phone

5.	Electrical Yes No Remarks
	AC or FCU/CU Unit numbers
	Disconnects mounted?
	Power to the disconnects?
	Voltage to the disconnects correct?
	Correct size wire to the unit?
	Proper size fuses installed?
	Thermostat mounted and wired?
	Duct heaters disconnects/fuses installed?

6.	Sheet Metal Yes No Remarks
	Mech. design review passed?
	Duct work complete?
	Diffusers in?
	Damper installed for each supply grill?
	Return air system installed?
	Restroom exhaust installed?



Date	Signed
		Contractor



	Start-up Remarks (for Landlord’s use)



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Article IV: CONSTRUCTION PHASE

Section 4.01: Construction Agreement

During the construction process, ultimately the Tenant is responsible for the contractor’s activities as it relates to the building, unless Landlord is carrying the construction contract. It is strongly suggested that the tenant improvements agreement include the requirement that the contractor comply with all of the conditions contained in Tenant’s Lease Agreement.

Tenant must use only general contractors who are bondable, reputable and have an understanding of local codes and subcontractors. All contractors must be approved by Landlord.

Tenant shall contract with Landlord’s specified contractor at Tenant’s expense for the following work:

Snyder Roofing:


•	Roofing, flashing, counter-flashing, roof penetrations, roof repairs and curbs

Patriot Fire Protection Inc.:


•	Automatic Fire Sprinkler System including engineering

MacDonald Miller Facility Solutions:


•	Low voltage control wiring between the energy management system and Tenant’s HVAC equipment


•	Installation of HVAC equipment and mechanical work outside of the Leased Premises


•	Start-up, testing, and air balance of HVAC equipment

Nelson Electric:


•	Connection to building fire alarm system and building house panels


•	Electrical rooftop work

Section 4.02: Preconstruction Meeting

Tenant’s contractor is required to contact Landlord’s Tenant Coordinator to setup a preconstruction meeting. Prior to the meeting, all submittal requirements must be submitted and approved by Landlord and a signed Lease between Landlord and Tenant must be in place. Certificate of Insurance, bonds, construction deposit, copy of the owner’s contract, Schedule of Values, sub-contractor list, and construction schedule as required from the contractor will be given to Landlord at this time. All items must be submitted prior to the start of construction, without exception.

Construction Contract and Schedule of Values

Tenant shall provide Landlord with a copy of the contract between Tenant and contractor, including the Schedule of Values.

Payment and Performance Bonds

Tenant shall obtain or cause its contractor to obtain, at Tenant’s expense, separate labor and material payment and performance bonds. The amount of each of the bonds must be equal to the actual contract price. In lieu of the bonds either a certified check or a line of credit accessible solely by Landlord may be obtained in the amount of one and one-half times (1 1/2) the estimated cost of construction, alteration, or improvement work. The bonds shall require Landlord’s signature for cancellation. Each bond shall remain in force for no less than three hundred sixty- five (365) days following completion of the work. Such bonds shall cover the faithful performance of the contract for the construction of Tenant’s work and the payment of all obligations arising there from and insure Landlord against any liability for mechanic’s and material man’s liens arising from Tenant’s work.

If, at any time prior to completion of Tenant’s work, Tenant or Tenant’s contractor requests a change order or orders, which in the aggregate exceed ten percent (10%) of the separate payment and performance bonds, Landlord’s approval may be conditioned upon Tenant causing the amount of the bonds to be increased to cover the cost of the additional work.

Contractor shall notify Landlord immediately in writing if Tenant fails to pay such contractor in accordance with the terms of the contract.



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Certificate of Insurance

Prior to starting work, Tenant’s contractor shall submit to Landlord evidence of liability insurance with a reputable insurance company or companies with a combined single limit of three million dollars ($3,000,000) for personal injuries or property damage to indemnify both Landlord and Tenant against any such claims, demands, losses, damages, liabilities, and expenses. Tenant’s contractor shall also have Automobile Liability, Workers Compensation, and Employers’ Liability coverage. All subcontractors must have insurance coverage as well. Both Landlord (Kemper Development Company, Kemper Holdings LLC, Bellevue Place Office, LLC) and Tenant shall be listed as “additional insured”. See page 34 for an example.

Acceptance of Leased Premises

Tenant and Tenant’s contractor shall accept the Leased Premises prior to starting any demolition or construction.

Construction Schedule

Tenant’s contractor shall provide Landlord with a standard construction schedule on paper and in an electronic format (MS project or similar) in “bar graph” form indicating the completion date of all phases of Tenant’s work. Schedule should also include major deliveries and any shutdowns.

Building Permit

A building permit must be issued by the City of Bellevue prior to commencing work. The permit must be prominently displayed in the Leased Premises throughout the construction period.

Subcontractor List

Contractors shall supply Landlord’s Tenant Coordinator with a list of all subcontractors to be used with both contact names and phone numbers.

Construction Deposit

A check in the amount of $5,000 written to Bellevue Place Office, LLC for a construction deposit is required unless otherwise stated in the Lease, and must be given to Landlord prior to any work commencing. Construction deposits cover costs associated with maintenance or construction incurred by Landlord during the course of the job. This includes, but is not limited to: fire watch, cleanup, repairs, unattended punch list items, and any costs associated with rectifying non-compliance issues with Bellevue Place standards and practices.

If there are no costs or charges, the deposit will be returned in full upon completion of the project.

There will be no interest paid on the deposit. If charges are incurred, that amount will be deducted from the deposit with an explanation of expenses, and the remaining deposit will be mailed back to the contractor. If charges exceed the amount of the deposit, Tenant’s contractor will be billed for the outstanding amount.

Signed Lease and Delivery of Security Deposit

The Lease shall be fully signed, delivered and Tenant’s security deposit tendered to Bellevue Place Office, LLC before Tenant will be allowed to take possession of any space in the building or begin any construction, alteration, or improvement work.

Section 4.03: Tenant Contractor Rules and Regulations

Tenant’s contractors shall comply with the following regulations established by Bellevue Place:

General Contractor Responsibility

The general contractor is responsible for the supervision and quality control of all onsite contractors, subcontractors, suppliers, venders, etc., doing work on the project, as well as confirming that all subcontractors, suppliers and venders are properly licensed and insured. The general contractor must enforce Bellevue Place’s policies and procedures, as well as all governmental laws including, but not limited to, properly documented workers for all trades on-site. Landlord assumes no responsibility for any subcontractor, vendor, or suppliers hired by the general contractor and Tenant further agrees to save and hold Landlord harmless with respect to such work as provided in the Lease. Tenant’s contractor(s) shall diligently perform the work of constructing Tenant’s improvements in the Leased remises. The Leased Premises must be constructed in accordance with the drawings approved by Landlord, and Tenant agrees to comply with all city, county and state



Tenant Design & Construction Manual 2014	26

ordinances, rules and regulations relating thereto. Any delays in the completion of the improvements shall be at Tenant’s expense and shall not delay the commencement of the monthly rent.

Superintendent

The superintendent must be on the job site at all times when work is taking place. If the superintendent is not on the job site while work is taking place, the job will be shut down. The subcontractor’s foreman will not be acceptable as the on-site superintendent. Contractor is responsible for all scheduling, managing, and quality control on the job. Superintendent is also responsible for ensuring all of its employees, agents, subcontractors, and other hired parties adhere to the rules and regulations of the building.

Subcontractors

The contractor’s employees and/or subcontractors must not curse, expectorate, or otherwise act unprofessionally. Proper construction attire is required while working in the building. The superintendent is responsible for the actions and supervision of their subcontractors.

Excessive Noise and Odors

Tenant’s contractor(s) shall perform the work in a manner and at times that do not interfere with the normal operations of other tenants. Any construction work that will produce high levels of noise, odors, or is the source of complaints from visitors, tenants, or as determined by Landlord’s sole judgment, will be stopped and may not continue at any time during hours of operation.

Smoking

Bellevue Place is a non-smoking facility. Smoking inside tenant spaces is PROHIBITED! Anyone repeatedly told about smoking will be banned from working at the building. Smoking is permitted in designated areas only.

Damage

Protection of Tenant’s Leased Premises and materials is the responsibility of Tenant and Tenant’s contractor. Tenant’s contractor shall be responsible for the repair or replacement and clean up of any damage and other consequences caused by the contractor, which shall include, without limitation; access ways to the Leased Premises even if they are used concurrently by Tenant’s contractor and others. If service corridors are modified all finishes must be brought back to the original condition.

Storage

Tenant’s contractor shall contain its operation and shall store its materials within the Leased Premises.

Trash and Dumpsters

Tenant’s contractor shall promptly remove all trash and provide a dumpster for storing trash outside the Leased Premises. Trash must be separated in accordance with city and county regulations. The location of the dumpster shall be approved by Landlord. There is to be no dumping of debris in building receptacles.

Dust and Dirt

Tracking dirt and dust into the common area is prohibited. Contractor’s employees should remove as much dirt and dust as possible before entering the common area.

Delivery and Parking

Delivery of construction materials to the Leased Premises or removal of trash from the Leased Premises shall be done at a time other than normal business hours. The parking garage loading area on level P-2, has been provided for Tenant’s non-exclusive use. All loading and unloading is to be confined to loading stalls within the designated loading area during hours specified by Landlord or Landlord’s agent. The loading area is only accessible from 106th Avenue NE. There is to be no parking of vehicles that are not actively loading or unloading. Vehicles parked for extended periods of time are subject to towing at the owner’s expense.

Contractors shall only utilize the freight elevator for access, not passenger elevators.

No on-site parking will be made available for contractors or their subcontractors, employees, agents, or invitees. Landlord has provided “construction” parking in the southwest corner of the west parking garage of Bellevue Square.



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Working Hours and Access

Tenant’s contractor shall notify Landlord of any work to be done on weekends or at any time other than normal working hours. All after-hours work coordination should be scheduled through Landlord at least (3) days in advance. Any work that requires contractors to be in another tenant’s space, regardless of time frame, may require additional security at contractor’s expense, and must be scheduled with Landlord (3) days prior to work taking place.

Contractor keys are not issued to contractors unless previously approved by Landlord.

Under no circumstances are any doors, locks, or latches to be tampered with, taped, or disabled outside of the construction space.

Contractor Signage

Tenant’s contractor or subcontractor shall not post signs on any part of the building or Leased Premises.

Construction Barricade

A construction barricade is required for all new/remodel tenant improvement projects that alter the Tenant’s entry. The barricade will be installed by the contractor, as directed by Landlord at Tenant’s expense, prior to the start of any work, after it is approved by Landlord.

Metal Stud & Drywall Structure

The barricade will be constructed of metal studs and drywall. It is to be taped, sanded, and painted.

Section 4.04: Demolition

Tenant is responsible for any demolition of existing improvements required by Tenant’s design. Any demolition that would alter the structure or property outside Tenant’s lease line requires authorization from Landlord’s representative. Tenant’s contractor is responsible for protection of all fire sprinkler heads within the space. Tenant is responsible for contacting Patriot Fire for sprinkler shutdown and fire watch in the space during the duration of the demolition. Landlord’s Fire, Life, Safety representative will deliver an Emergency Sprinkler Containment Kit to the site at the pre-construction meeting. The Pre/Post Demo Form must be filled out and signed off by each respective party before and after demolition. See pages 35 and 36 for examples.

Section 4.05: Penetrations, Welding and Hot Work

All core drilling and cutting of the concrete slab will be done during “off” hours and the area must be x-rayed or scanned prior to drilling. Landlord’s Tenant Coordinator is responsible for coordinating all work with all effected surrounding tenants. All security required for entrance into another tenants leased space at off hours is the responsibility of the general contractor and their agreement with the adjoining tenant. All piping and conduit that penetrates the second floor shall be sleeved. Sleeves shall be sealed to the second floor and shall project a minimum of six inches (6”) above the floor. Any welding requires the prior authorization of Landlord and requires a Hot Work Permit from Bellevue Place Security (425) 460-5730. The permit is to be completely filled out and submitted to the Security Dispatch/Control Center prior to work commencing. Appropriate fire watch needs to be conducted while the work is being done, and then the permit needs to be returned to the Security Control Office to confirm the work is completed. See page 36 to view a sample.

Section 4.06: Fire Pre-Test/Final Test Procedures

Tenant’s general contractor is to contact Landlord’s Technical Service Manager, or another assigned Fire, Life, Safety representative, to schedule fire system pre-testing prior to scheduling fire final with the City of Bellevue. Pre-test must be scheduled at least 48 hours prior to requested appointment time. Pre-test appointment hours are Monday through Friday, 6:00am-7:30am. The following items must be installed and functioning prior to the pre- test appointment: horns, strobes, smoke detectors, HVAC on-line, music cut-off relay, Simplex programming, and any other fire system devices.

Section 4.07: Stopping the Work



Tenant Design & Construction Manual 2014	28

management, they will stop the work. It is the responsibility of Tenant’s construction manager and contractor to rectify any adverse impact to the schedule caused by any such stoppage of work.

Section 4.08: Construction Completion and Closeout

Upon construction completion, Tenant shall obtain final signatures on the permit inspection record from the City of Bellevue Building Department promptly following completion of Tenant’s Work, and provide a copy of the permit inspection record to Landlord.

Upon completion of construction, the general contractor shall contact Landlord’s Tenant Improvement Coordinator to do a final punch list of the construction. A copy of the Landlord approved plans must be on the construction site.

Tenant shall provide Landlord with a complete set (1 CD in AutoCAD and PDF format) of as-built drawings including architectural, mechanical, plumbing, electrical, and fire protection drawings upon construction completion. Marked- up drawings will not be accepted and all changes (ASI’s, RFI’s, etc.) must be re-drawn in both CAD and PDF formats by the architect/MEP engineers of record. The Start-Up and Air Balance Report is also required upon closeout. All drawings are to be updated at Tenant’s sole expense.

Section 4.09: Tenant Improvement Checklist

Prior to construction, the following list must be satisfied and/or submitted to the Landlord:


•	Lease signed


•	Security Deposit received


•	Preliminary Submittal


•	Landlord Approval


•	Final Submittal


•	Mechanical Approval


•	Electrical Approval

Tenant or Tenant’s contractor delivers to Landlord:


•	Copy of Building Permit


•	Construction Contract, including Schedule of Values


•	Certificate of Insurance


•	Payment Bond


•	Performance Bond


•	Construction Schedule


•	Construction Deposit


•	Subcontractor List

Prior to occupancy, the following must be submitted to Landlord:


•	Copy of signed Permit Inspection Record from the City of Bellevue


•	Certificate of Substantial Completion


•	Completed Punch List signed off by Landlord


•	As-Built drawings (AutoCAD and PDF format) to Landlord


•	Waterproofing Certificate/Warranty



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Article V: MISCELLANEOUS FORMS

Contractor Rules

The following are the rules for contractors working in tenant spaces at Bellevue Place:

1. Barricade . Unless installed by Landlord, the contractor shall be responsible for erecting a safe and neat barricade before construction begins. Tenant shall use a modular enclosure system from the Boston Barricade Company or construction drywall structure. No door access through either type of barricade is allowed unless Tenant’s space is not serviced with a rear service door. All graphics are to be installed within 48 hours of the construction of the barricade.

2. Parking . All loading, unloading, and parking for vehicles of the contractor and its employees shall be done only in areas designated by Landlord.

3. Trash . No trash may be placed in the building compactors or dumpsters. No trash may be put in the common area receptacles. All trash must be stored in the tenant space being worked on, and must be removed daily, after business hours.

4. Dust and dirt . Tracking dirt and dust into the common area is prohibited. Contractors’ employees should remove as much dirt and dust as possible before entering the common area.

5. Damage . Any damage to the building walls, floors, or ceiling must be repaired by the contractor before construction is completed.

6. Storage of equipment . Storage of all the contractors’ tools, equipment, and supplies is limited to Tenant’s space.

7. Entry to Tenant space . Deliveries and all entries by contractor shall be made through the rear entrance of the Tenant space, if possible, by using the freight elevators. Passenger elevators are not to be used to bring construction materials to the space. If items are too large to fit, contractor shall request and get the Landlord’s prior permission to deliver through the main entrance.

8. Outside work . All work is to be completed in Tenant’s space. No work is to be performed in the common area or other tenant spaces without Landlord’s approval.

9. Loaning of equipment . No building equipment will be loaned to the contractor.

10. Quality of work . Contractor work shall be performed in a thorough, first-class, and workmanlike manner and shall be in good and usable condition at the date of completion thereof. If, in Landlord’s judgment, the work fails to comply with this standard, Tenant will not be allowed to open until all discrepancies are fixed.

11. Smells . Proper care must be taken when working with glues, paints, and any other material requiring special ventilation. Such smells must not waft into the common area and other tenant spaces.

12. Welding and penetrations . All welding and slab penetrations require Landlord’s prior approval. Hot Work Permits are required before any hot work is done. Hot Works Permits and Impairment Forms must be obtained through Security Control.

13. Sprinklers . At no time shall the sprinkler system be shut down without Landlord’s approval. Any impairment of the system requires a fire watch to be present at a rate of $40/hour. Bellevue Place sprinkler drain and re-fill procedures must be followed. Please reference page 37 for further information and instructions.

Also, please review the Emergency Sprinkler Containment Kit direction on page 36.

14. Irregular hours . Contractor cannot perform any work before and/or after regular business hours without prior approval of Landlord.



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15. Noise . Loud noises, particularly those created by the use of jackhammers, rivet guns, and grinding equipment shall not be used during business hours. No radios and/or music are allowed during normal business hours. Any and all noise must be kept at a low volume that cannot be heard outside Tenant’s space.

16. Roof . Contractor shall not go on the roof without the prior approval of Landlord.

17. Asbestos . All materials incorporated in Tenant’s space shall be 100 percent (100%) free of asbestos-containing material.

18. Electrical room . The contractor shall not enter the electrical room without Landlord’s permission.

19. Fire extinguisher . The contractor shall keep a fire extinguisher in Tenant’s space at all times.

20. Professional behavior . The general contractor, their employees, and all subcontractors must not curse, expectorate, or otherwise act unprofessionally and must wear shirts at all times.

21. Maintenance . Anytime maintenance personnel must do work to maintain Bellevue Place standards, the charges will be paid by Tenant’s general contractor at the rate of $80/hour.

22. Security Guard Service . Security guard service may be required at Landlord’s discretion at a rate of $40/hour. When requesting security, 24 hour notice is required, and we have a 4-hour minimum for security service. If contractor cancels service, they are required to give 24 hours notice of such cancellation in order to avoid the 4-hour minimum charge.

Landlord may fine the contractor whatever amount is needed to repair any property damages that the contractor does not fix on their own. Landlord reserves the right to stop work if any of the above rules or regulations are violated by said contractor or any of their subcontractors.

I have read and understand all of the above conditions and regulations and agree to abide by the same.



Tenant Space No:		Tenant;
General Contractor:
Signature:
Print Name:
Email Address:
Cell Phone Number:



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Pre/Post Demo MEP Inspection Form



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Emergency Fire Sprinkler Containment Kit Instructions

EMERGENCY USE ONLY

Purpose

This kit is to be utilized as needed in the event of a fire sprinkler line break during tenant construction activity . The items can be used to control the water flow into the 55 gal. can or any other water tight item such as a gondola on site. In the event of a fire sprinkler line break, all contractors and subcontractors are to utilize the containment kit to minimize water escape from the work site. This is particularly critical in second level spaces, or any space that is not slab on grade. The object is to contain the water and in doing so to allow enough time to shut off the fire sprinkler main valve, controlling water flow to the work zone. The fire sprinkler water containment kit includes the following items:


•	One (1) red, 55 gal. Rubbermaid can


•	One (1) 100 foot roll of a poly-tube


•	One (1) roll of Gorilla Tape


•	One (1) roll of galvanized wire


•	One (1) carpenters knife

Procedure

The site superintendent and all subcontractors shall be aware of this Emergency Fire Sprinkler Containment Kit and know its use, to prevent excessive water spillage into the TI space, adja-cent spaces and common areas. This kit is to minimize water damage by controlling the water into the 55 gal. bucket and/or other water tight containers such as a gondola. KDC Security staff will be trained in the use of this kit and may be available to assist in case of a fire sprin-kler break emergency. The use of this kit is primarily for the TI team and subcontractors that are onsite in the event of a fire sprinkler line break or damage.

1. Utilize the poly-tube, cut to needed length and place one end over the broken sprinkler pipe and the other end were you want the water to drain to (55 gal. rubber maid can or gondola, out- side building, etc.)

2. Use the gorilla tape or galvanized wire to seal the poly-tube to the sprinkler break, making sure the poly-tube stays in place until draining of system is completed.

3. Continue to drain poly-tube /broken sprinkler pipe until water stops flowing from pipe. A fire sprinkler vendor will be contacted to make immediate repairs.

The Emergency Sprinkler Containment Kit is supplied to the TI space/Tenant’s general con-tractor, and shall remain in place with all delivered contents for the duration of the project. Tenant’s general contractor is responsible to maintain the kit in its original operable condition.

Fire System Sprinkler Drain and Re-fill Procedure

Any tenant improvement or construction activity that requires draining of the fire sprinkler system within Kemper Development Properties must follow the guidelines/procedure below:



Tenant Design & Construction Manual 2014	34

Sprinkler System Draining Procedure

Follow established impairment guidelines as follows:

(a.) Go to the Security Control Office, located in the Bank of America Building, and fill out an “Impairment Form”.

(b.) Arrange appropriate fire watch if applicable.

(c.) Disable specific fire alarm devices.

(d.) Go on test hold with our off-site monitoring company.

Prior to any sprinkler systems being turned off, the appropriate “RED TAG*” will be attached to the con-trol valve or device effected by work being done. Sprinkler fitter-vendor will communicate with Security Control via Fire Watch Officer assigned to their work area prior to closing the sprinkler valve. If a Fire Watch Officer is unavailable, sprinkler fitter-vendor will call Security Control at: (425) 460-5730 prior to closing any fire system sprinkler valve(s). Drain the system as needed and perform necessary work in-dicated on the Impairment Form.

Sprinkler System Re-filling Procedure

Contact Security Control via Fire Watch Officer that a refill is requested. (If Fire Watch Officer is unavail- able, Security Control will be called at: (425) 460-5730.) KDC Fire, Life, Safety representative will turn pumps off prior to refill.

Security Control will relay the approval to refill the impaired system to the sprinkler fitter-vendor performing the work. ( The control valve must be opened slowly to minimize water-hammers to the system. ) Once the impaired system is up to normal pressure and impaired system piping has been checked for water leaks, the Fire Watch Officer will advise the sprinkler fitter-vendor and Security Control. The system is now online and the sprinkler fitter-vendor must return to Security Control, sign the Impairment Form for completion of work and return the “ RED TAG ”. After the system is back online, a Fire, Life, Safety representative will turn the pumps back on

* = RED TAG impairment tagging system

(FM Global)



Tenant Design & Construction Manual 2014	35

Hot Work Permit Sample



Tenant Design & Construction Manual 2014	36

ARTICLE VI: TYPICAL DETAILS (11/22/2010)



A-0	REFERENCE FLOOR PLAN
A-1	STANDARD PARTITION
A-2	SOUND/DEMISING PARTITION
A-3	TYPICAL WINDOW SILL
A-4	LOW WALL SUPPORT
A-5	LOW WALL END BRACING
A-6	PARTITION HEAD BRACING
A-7	PARTITION TO CORE WALL
A-8	PARTITION ‘T’ INTERSECTION & FINISHED END
A-9	PARTITION TO MULLION
A-10	PARTITION TO CHEVRON
A-11	CONCRETE COLUMN FURRING AND PARTITION
A-12	PARTITION BASE
A-13	PARTITION BASE-ALTERNATIVE
A-14	LOW WALL TOP CAP

B-0	TYPICAL DOOR-RELITE ELEVATION
B-1	RELITE HEAD, JAMB & SILL
B-2	RELITE HEAD, JAMB & SILL-ALTERNATIVE
B-3	RELITE HEAD CONNECTION
B-4	RELITE JAMB-GWB PARTITION
B-5	RELITE SILL DETAIL
B-6	RELITE VERTICAL MULLION
B-7	RELITE VERTICAL MULLION-ALTERNATIVE
B-8	RELITE VERTICAL CORNER
B-9	TYPICAL BUTT GLAZING JOINT
B-10	DOOR/RELITE JAMB
B-11	DOOR/RELITE JAMB-ALTERNATIVE
B-12	DOOR JAMB & HEAD
B-13	DOOR JAMB TO PARTITION CONNECTION
B-14	DOOR HEAD
B-15	DOOR HINGE-SIDE JAMB
B-16	DOOR THRESHOLD
B-17	FOLDING DOOR JAMB

C-0	TYPICAL CASEWORK ELEVATION
C-1	UPPER CASEWORK
C-2	LOWER CASEWORK
C-3	ADA SINK & CASEWORK
C-4	WORK COUNTER



Tenant Design & Construction Manual 2014	37



C-5	ADA CLOSET ROD & SHELF

D-1	SUSPENDED CEILING SUPPORT
D-2	CEILING PARIMETER DETAIL

E-1	CARPET/VCT TRANSITION DETAIL
E-2	CARPET/WOOD TRANSITION DETAIL
E-3	CARPET/VINYL TRANSITION DETAIL
E-4	CARPET/STONE TRANSITION DETAIL



Tenant Design & Construction Manual 2014	38

EXHIBIT E

RULES AND REGULATIONS

3. The directory of the Building will be provided exclusively for the display of the name and location of Tenants only, and Landlord reserves the right to exclude any other names therefrom.

5. Landlord will furnish office tenants, free of charge, with two keys to each door lock in the Leased Premises. Landlord may make a reasonable charge for any additional keys. Tenant shall not make or have made additional keys, and Tenant shall not alter any lock or install a new additional lock or bolt on the Leased Premises. Tenant, upon the termination of its tenancy, shall deliver to Landlord the keys to all doors which have been furnished, or shall pay Landlord therefor.

6. If Tenant requires telegraphic, telephonic, burglar alarm, music or similar services, it shall first obtain, and comply with, Landlord’s instructions in their installation.

10. Tenant shall not use any method of heating or air-conditioning other than that supplied or approved by Landlord.

11. Tenant shall not waste electricity, water or air-conditioning and agrees to cooperate fully with Landlord to assure the most effective operation of the Building’s heating and air-conditioning and to comply with any governmental energy-saving rules, laws or regulations of which Tenant has actual notice, and shall refrain from adjusting controls. Tenant shall close window coverings and turn off lights at the end of each business day.

12. Landlord reserves the right, exercisable with thirty (30) days’ notice and without liability to Tenant, to change the name and street address of the Building.

15. Tenant shall not accept barbering or bootblacking service upon the Leased Premises.

17. Tenant shall not use the Leased Premises for any business or activity other than that specifically provided for in Tenant’s Lease.

20. Canvassing, soliciting and distribution of handbills or any other written material, and peddling in the Building are prohibited, and Tenant shall cooperate to prevent same.

25. Without the written consent of Landlord, Tenant shall not use the name of the Building in connection with or in promoting or advertising the business of Tenant except as Tenant’s address.

26. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by Landlord or any governmental agency.

33. Landlord shall have the right to prohibit any adve1tising by Tenant which, in Landlord’s opinion, tends to impair the reputation of Bellevue Place or its desirability as a first-class office and retail complex and upon written notice from Landlord, Tenant shall refrain from or discontinue such advertising.

34. The word “Building” as used herein means the entire Bellevue Place development of which the Leased Premises are a part.

35. Tenant shall be responsible for the observance of all the foregoing rules by Tenant’s employees, agents, clients, customers, invitees and guests.

EXHIBIT F

BELLEVUE PLACE TRANSPORTATION MANAGEMENT AGREEMENT


I.	OBJECTIVES

This Agreement describes the transportation management program for Bellevue Place. The objectives of this program are to:

A. Make best use of the available parking supply;

B. Control peak hour employee traffic generated by the project;

C. Support the City’s transportation goals for downtown Bellevue; and

D. Provide a flexible program that allows adjustment to changing circumstances and patterns of success.

E. To prevent a parking shortfall and spillover when the Building is 95% occupied.


II.	DEFINITIONS

A. Carpool . An employee vehicle, registered with the TMA, carrying two or more persons (of which at least two must be full-time Bellevue Place employees) to and from work on a regular basis.

B. Employee . A full-time employee whose place of work is Bellevue Place.

C. Employee Vehicle . A motor vehicle driven by a Bellevue Place employee.

D. Employer . A tenant of Bellevue Place with one or more employees.

E. Percent Occupancy . The percent of net rentable floor area actually occupied by tenants at any given time.

F. PM Peak Hour . The hour of highest traffic volume on streets adjacent to Bellevue Place in the p.m. peak period; this is currently defined as 4:30 to 5:30 p.m.

G. Net Rentable Floor Area . As defined in BCC 20.50.020.

H. Vanpool . An employee vehicle, registered with the TMA, carrying 5 or more persons (of which at least 4 must be full-time Bellevue Place employees) to and from work on a regular basis.


III.	CONDITIONS

1. 4 years after 50% occupancy is reached, or

2. 6 years after the temporary certificate of occupancy is issued, whichever is later.

Table 1. Target Maximums

Target Maximums



Project Occupancy	Employee Vehicles Parked	Peak Hour Outbound Employee Vehicle Trips (PM)
0 to 49% Occupancy	(no targets)	(no targets)
50.0 to 54.9%	783	597
55.0 to 59.9%	829	632
60.0 to 64.9%	873	666
65.0 to 69.9%	918	700
70.0 to 74.9%	962	734
75.0 to 79.9%	1003	765
80.0 to 84.9%	1044	797
85.0 to 89.9%	1083	826
90.0 to 94.9%	1117	852
95.0 to 100% (full Occupancy)	1117	852

B. The property owner shall measure peak hour outbound employee vehicle trips and peak employee parking demand eve1y year, beginning with project occupancy and continuing until no longer required by the City of Bellevue and TMA. Measurements will be made by the TMA or other party approved by the City of Bellevue. The measurements shall be repeated annually during the month of October.

D. The Transportation Management program shall provide a base level of activiy. The base level of activity will begin with project occupancy and continue until no longer required by the City of Bellevue. In the base level of activity, the property owner shall agree that:

b. Establish and maintain the Commuter Information Center.

c. Provide for certification of carpools and vanpools.

d. Administer the transit, carpool, and vanpool incentive payments, if any.

e. Provide periodic distribution of information materials (desk-top,

door-to-door) such as, but not limited to, transit, carpool/vanpool, and flex-time promotional materials as well as information concerning parking rates, vanpool rates, or seasonal commuting information.

g. Coordinate the employee travel/parking survey, previously described in paragraph III B of this agreement.

h. Provide new employees in the building with an orientation to the transportation incentives offered by Bellevue Place.

i. Coordinate with Metro for support services that could include Transportation Coordinator training sessions, program promotion services, and on-site displays and presentations.

j. Report on a periodic basis the results of the program to both the Owner/Developer and the City of Bellevue.

2. Both owners and tenants shall be member participants in the TMA. Membership will require a pledge of good faith efforts and payment of dues on the following basis:

October survey defined in paragraph III.B, the number of peak hour outbound employee vehicle trips will be estimated based on average projected occupancy for the year. Annual dues will be by year starting with initial occupancy, as shown below, in Table 2:

Table 2.

Annual TMA Dues Schedule for Peak Hour

Outbound Employee Vehicle Trips



1st Year (or portion of)		$42/p.m. peak hour outbound trip
2nd Year		$37
3rd Year		$32
4th Year		$28
5th Year & Beyond		$24

c. The purpose of these dues is to suppo1t the services and overhead related to the Bellevue Place Transportation Management program. In the event these services are provided by the existing Bellevue TMA, the Bellevue TMA shall reduce these dues if they are in excess of need. The dues may be raised only by the mutual consent of the Bellevue TMA and the property owner.

d. In the event the TMA se1vices described are provided by the existing Bellevue TMA, Bellevue Place will have a continuing option to withdraw from the Bellevue TMA. For example, if Bellevue Place can, in its judgment, provide its own TMA that is equivalent or better at comparable lower costs, it may withdraw and firm its own TMA.

3. The property owner shall maintain a number of set-aside carpool and vanpool spaces sufficient to serve demand but not to exceed 224 spaces. Carpool or vanpool spaces

not used by 9:30 a.m. may be released for other uses. Spaces will be reserved for carpools and vanpools that are registered with the building transportation coordinator of TMA.

4. The property owner shall charge for employee parking at current downtown Bellevue market rates, but in no case at a rate less than the then current Metro two-zone pass.

1. Level 1 shall be implemented by the property owner the first calendar year following each October count (defined in paragraph III.B) in which maximums were not met. For example, if the project occupancy is between 60 and 65% and either the peak parking or outbound peak hour employee vehicles is greater than specified in the target maximum, level I activity would be triggered. Level 1 activity will be a continuation of base level activities plus:

Table 3.

Maximum Transit Pass, Subsidies and Parking Discount



Project Occupancy	Maximum Number of Parking Discounts	Maximum Number of Transit Pass Subsidies
0 to 49.9%	0	0
50 to 54.9%	72	144
55 to 59.9%	87	176
60 to 64.9%	103	207
65 to 69.9%	119	238
70 to 74.9%	137	274
75 to 79.9%	157	315
80 to 84.0%	175	351
85 to 89.9%	199	400
90 to 94.9%	224	450
95 to 100% (full)	224	450

nearest dollar. For vanpools, the discount will be 33.3% of the then current Bellevue Place monthly parking rates, rounded to the nearest dollar. The number of discounted pe1mits will not exceed the minimum number of ride share vehicles needed to meet the targets (at project full-occupancy, this would be a maximum of 224 vehicles; at intermediate stages, this would be as shown in Table 3).

3. Level 3 activity shall be implemented by the prope1ty owner in the calendar year following a third consecutive October measurement (defined in paragraph III.B) in which target maximums were not achieved. Level 3 activity will be a continuation of the base level of activity plus:

4. In the calendar year following an October count (defined in paragraphs III.B) in which both targets were achieved, the level of activity may drop by one level (from Level 2 to Level l, for example) but not lower than the Base Level. The activity levels cannot drop or rise by more than one level per year except at the termination of the target maximum program. The end of the target maximum program will occur 4 years after the project reaches 50% occupancy or 6 years after the temporary certificate of occupancy is issued, whichever is later (as described in Section A). At the termination of the target maximum program, the activity levels will return to the base level.

F. The property owner or applicant shall annually provide an assurance bond as a guarantee that the required financial incentives described in activity levels l, 2, and 3 will be provided. This assurance bond will equal the cost of the maximum incentive levels and property owner dues that could be required for the following year.

The amount included in the assurance bond will be determined in October when the level of activity required is determined. The bond would be issued by the following January 1st.

A claim may be made on the bond only if and to the extent that the property owner fails to provide the required level of subsidies and dues.

DEFINITION OF TERMS

Outbound Vehicle Trip-ends . A vehicle that exits at any parking area at Bellevue Place and enters an adjacent street.

On-site Employee Parking . Parking for part- or full-time employees of the project located within the project.

On-site Short-term Parking . Parking within the project that is restricted for use by visitors, clients, shoppers and hotel use.

P.M. Peak Hour of Traffic . The hour with the highest two-way traffic volumes on streets adjacent to the project during the p.m. peak period.

Peak Hour of Parking Accumulation . The hour with the highest number of vehicles parked.

Project Occupancy . The percent of the project space that is leased and occupied based on the percent of net square feet and excludes hotel occupancy.

Parking Limits . The maximum number of parking spaces that can be allocated for employee parking.

P.M. Peak Hour Outbound Employee Vehicle Trip Limits . The maximum number of employee vehicle trips that are allowed to exit the project during the p.m. peak hour of traffic.

Target Maximum . A limit on the number of p.m. peak hour outbound employee vehicle trips and the number of parking spaces used for employee parking that is applied prior to full project occupancy but only after the occupancy of the project reaches 50% (excluding the hotel).

Achievement of Target Maximum . A target maximum is achieved when both intermediate employee parking and p.m. peak hour employee vehicle trip limits that were established for a percent of project occupancy are not exceeded.

Transportation Management Program . An assortment of policies and activities designed to discourage single occupancy vehicle (SOV) use by employees and peak hour vehicle trips generated by the project.

Transportation Management Association . An organization devoted to promoting transportation management programs as well as other transportation issues.

Base Level of Activity . The elements of the ongoing transportation management program which will be required of project owners and tenants and provided for employees.

Level 1 Activity . A specific financial contribution required by the building owner for transit pass subsidies and parking discounts that are offered to employees if target maximums are not achieved the first time.

Level 2 Activity . A specific financial contribution required by the building owner for transit pass subsidies and parking discounts that are offered to employees if target maximums are not achieved the second consecutive time.

Level 3 Activity . A specific financial contribution required by the building owner for transit pass subsidies and parking discounts that are offered to employees if target maximums are not achieved the third consecutive time.

TMA Membership Dues . Fees required to be paid by the building owners and tenants to the TMA in return for the TMA providing transportation management program services.

Assurance Bond . A financial commitment made by the prope1ty owner or applicant to the City of Bellevue that will be forfeited if property owner or applicant fails to make financial contributions required in Level 1, 2, or 3 Activities.

Transit Pass Subsidies . A financial contribution to employees through a discount for monthly Metro, Community Transit or other transit passes.

Carpool and Vanpool Parking Discounts . Lower prices relative to SOY employee parking rates offered by the building owner or applicant to employees who commute in a registered vanpool of 5 or more persons.

EXHIBIT G

FORM OF TENANT ESTOPPEL CERTIFICATE

_______________, 201_

Metropolitan Life Insurance Company

400 S. El Camino Real, 8th Floor

San Mateo, California 94402

Gentlemen:

The undersigned, _______________________________ (“Tenant’’), as tenant under a lease (the “Lease”) of certain premises dated ____________executed by Tenant and Bellevue Place Office, LLC (“Landlord”), does hereby state, declare, represent and warrant as follows:

2. Tenant has accepted possession of the premises demised under the Lease, and all items of an executory nature have been completed under the terms of the Lease, including, but not limited to, completion of construction of the demised premises (and all other improvements required under the Lease) in accordance with applicable plans and specifications and within the time periods set forth in the Lease and otherwise in accordance with the Lease, and payment of any improvement allowance or other funds owing by Landlord to Tenant. Tenant further acknowledges that the term commenced on ____________ and shall expire on ___________, unless sooner terminated or extended in accordance with the terms of the Lease.

3. No default or event that with the passing of time or the giving of notice, or both, would constitute a default (referred to herein collectively as a “default’’) on the part of the undersigned exists under the Lease in the performance of the terms, covenants and conditions of the Lease required to be performed on the part of the undersigned.

4. No default on the part of Landlord exists under the Lease in the performance of the terms, covenants and conditions of the Lease required to be performed on the part of Landlord.

5. Tenant has no option or right to purchase the property of which the premises are a part, or any part thereof.

6. No rentals are accrued and unpaid under the Lease.

7. No prepayments of rentals due under the Lease have been made and no security or deposits as security have been made thereunder, except as set forth in the Lease.

8. The undersigned has no defense as to its obligations under the Lease and claims no setoff or counterclaim against Landlord.

9. The undersigned has not received notice of any assignment, hypothecation, mortgage, or pledge of Landlord’s interest in the Lease or the rents or other amounts payable thereunder.

11. The undersigned understands and acknowledges that you are about to make a loan to Landlord and receive as part of the security for such loan (i) a Deed of Trust, Security Agreement and Fixture Filing encumbering Landlord’s fee interest in the prope1ty of which the leased premises are a portion and the rents, issues and profits of the Lease and (ii) an Assignment of Leases which affects the Lease, and that you are relying upon the representations and warranties contained herein in making such loan.



By
Name:
Its:

By
Name:
Its:

EXHIBIT A

TO TENANT ESTOPPEL CERTIFICATE

Copy of Lease and Amendments to Lease

EXHIBIT H

SUBORDINATION AGREEMENT TO

RECIPROCAL EASEMENT AGREEMENT

WHEN RECORDED RETURN TO:

PERKINS COIE LLP

Attention: Craig S. Gilbert

10885 NE Fourth Street, Suite 700

Bellevue WA 98004-5579

SUBORDINATION AGREEMENT

____________________, a ____________ corporation, as Tenant under that certain Lease dated _______________, 201_, wherein Tenant leases from Bellevue Place Office, LLC, as Landlord, certain premises which are part of Bellevue Place, which is more particularly described in Exhibit “A” attached hereto and made a part hereof, hereby subordinates the Lease and all of its rights and interests in and to the Leased Premises to that certain Reciprocal Easement Agreement dated September 11, 1987 and recorded on September 16, 1987, under King County Recorder’s No. 8709160449, records of King County, Washington as amended from time to time.

DATED this __________ day of __________, 201_.



TENANT


By

	Its President

By

	Its President



STATE OF WASHINGTON	)
	) ss:
COUNTY OF KING	)

On this day _______ of _________________, 201_, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared __________________, and ________________ to me known to be the President and Secretary of _____________________, a ___________ corporation, the corporation named in and which executed the foregoing instrument; and acknowledged to me that they signed the same as the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, being authorized so to do.

WITNESS my hand and official seal the day and year in this certificate above written.



		NOTARY PUBLIC in and for the
		State of Washington, residing
(SEAL)		at
		My Commission expires



STATE OF WASHINGTON	)
	) ss:
COUNTY OF KING	)

On this day _______ of _________________, 201_, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared __________________ known to me to be the individual named in and who executed the foregoing document, and acknowledged to me that he/she signed the same as his/her free and voluntary act and deed for the uses and purposes therein mentioned.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written.



	NOTARY PUBLIC in and for the
(SEAL)	State of Washington, residing
	at
	My Commission expires

EXHIBIT A

LEGAL DESCRIPTION OF BELLEVUE PLACE

New Lots 3, 4, 5 and 6 of Boundary Line Adjustment No. 07-117859, recorded in King County, Washington on November 29, 2007, under recording number 20071129900004;

TOGETHER WITH:

Lots 11, 12, 13, and 14, Bellevue Realty Redwood Addition, according to the Plat recorded in Volume 54 of Plats, Page 28, in King County, WA;

EXCEPT:

The north 0.70 feet of said Lot 14 lying westerly of the easterly 74 feet of said Lot 14 and easterly of the westerly 19 feet of said Lot 14.

FIRST LEASE ADDENDUM

THIS FIRST LEASE ADDENDUM is made this 17 day of March 2016, by and between BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company (“Landlord”), and SMARTSHEET.COM, INC., a Washington corporation (“Tenant”).

RECITALS

A. Landlord and Tenant entered into a nonresidential Lease dated October 27, 2014 (the “Lease”), for Suite 1300 in the Bank of America Building at Bellevue Place, Bellevue, Washington, which leased space is more specifically described in the Lease.

B. Landlord and Tenant intend, by the execution and delivery of this First Lease Addendum, to adjust the Letter of Credit schedule.

C. Unless otherwise noted, all capitalized terms herein have the same meanings as set forth in the Lease.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant hereby amend and supplement the Lease as follows:

1. Letter of Credit . The third paragraph in Section 37.22 of the Lease is hereby amended in its entirety to read as follows:

Notwithstanding the foregoing, the initial amount of the Letter of Credit shall be reduced as follows during the Lease Term (the “LOC Reduction”), provided Tenant has not defaulted under this Lease beyond the applicable notice and cure period:


•	From and including April 1, 2016 through and including March 31, 2017 - the amount of the Letter of Credit shall be $1,006,097;


•	From and including April 1, 2017 through and including March 31, 2018 - the amount of the Letter of Credit shall be $754,572;


•	From and including April 1, 2018 through and including March 31, 2019 - the amount of the Letter of Credit shall be $503,048;


•	From and including April 1, 2019 through and including March 31, 2020 - the amount of the Letter of Credit shall be $352,133; and


•	From and including April 1, 2020 through and including the Expiration Date - the amount of the Letter of Credit shall be $150,914.

No later than thirty (30) days prior to the scheduled LOC Reduction, and within three (3) business days of Landlord’s written request made not more than once during each Lease Year during the Lease Term, Tenant shall deliver to Landlord information reasonably satisfactory to Landlord showing that Tenant has readily available cash or cash equivalents totaling not less than $20,000,000. If Tenant fails to deliver such information, or if such information does not reflect readily available cash or cash equivalents totaling at least $20,000,000, then the LOC Reduction shall not occur and Tenant shall immediately restore the Letter of Credit to an amount determined in accordance with the following schedule:


•	For the period from and including March 9, 2015, though and including March 31, 2017, the amount of the Letter of Credit shall be $1,341,462;


•	For the period from and including April 1, 2017, though and including March 31, 2018, the amount of the Letter of Credit shall be $1,006,097;


•	For the period from and including April 1, 2018 though and including March 31, 2019, the amount of the Letter of Credit shall be $670,731;


•	For the period from and including April 1, 2019, though and including March 31, 2020, the amount of the Letter of Credit shall be $469,511; and


•	For the period from and including April 1, 2020, through and including the Expiration Date, the amount of the Letter of Credit shall be $201,219.

Tenant shall promptly deliver to Landlord a Letter of Credit reflecting an amount determined in accordance with the above.

DATED as of the day and year first above written.



LANDLORD:		TENANT:

BELLEVUE PLACE OFFICE, LLC,		SMARTSHEET, INC.,
a Washington limited liability company		a Washington corporation

By	KEMPER DEVELOPMENT COMPANY	By	/s/ Mark Mader
	a Washington limited liability company, Its		Mark Mader, President and CEO
	Manager

By	/s/ James E. Melby
	James E. Melby
	President



STATE OF WASHINGTON	)
	) ss:
COUNTY OF KING	)

On this 17 day of March , 2016 before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared JAMES E. MELBY, to me known to be the President of KEMPER DEVELOPMENT COMPANY, a Washington corporation, as the Manager of BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute the said instrument.

WITNESS my hand and official seal hereto affixed the day and year first written above.



		/s/ Katie Kirkness
		Type Notary Name: Katie Kirkness
		Notary Public in and for the State of
(SEAL)		Washington, residing at Shoreline
		My commission expires 7-20-17



STATE OF WASHINGTON	)
	) ss:
COUNTY OF KING	)

On this 15th day of March , 2016, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared MARK MADER, to me known to be the President and CEO of SMARTSHEET.COM, INC., a Washington corporation, the corporation named in and which executed the foregoing instrument; and he acknowledged to me that he signed the same as the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, being authorized so to do.

WITNESS my hand and official seal the day and year in this certificate above written.



		/s/ Lauren Chierichetti
		Type Notary Name: Lauren Chierichetti
		Notary Public in and for the State of
(SEAL)		Washington, residing at Seattle
		My commission expires 10/9/16

13th Floor Lease

SECOND LEASE ADDENDUM

THIS SECOND LEASE ADDENDUM (this “Addendum”) is made this 12 day of September, 2016, by and between BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company (“Landlord”), and SMARTSHEET.COM, INC., a Washington corporation (“Tenant”).

RECITALS

A. Landlord and Tenant entered into a nonresidential Lease dated October 27, 2014, and a First Lease Addendum dated March 17, 2016 (collectively, the “Lease”), for Suite 1300 in the Bank of America Building at Bellevue Place, Bellevue, Washington, which leased space is more specifically described in the Lease.

B. Landlord and Tenant intend, by the execution and delivery of this Addendum, to amend and supplement the Lease in certain material respects which shall include (i) extending the Lease Term and adding Rent for the extended Lease Term; and (ii) revising the duration of Tenant's Extension Option.

C. Unless otherwise noted, all capitalized terms herein have the same meanings as set forth in the Lease.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant hereby amend and supplement the Lease as follows:

1. Section 1. BASIC LEASE DATA, TERMS AND EXHIBITS . The following paragraphs of Section 1 of the Lease are hereby amended in their entirety and/or added to read as follows:

1.10 Rent :

(a) The reference to “Expiration Date” in the last paragraph of Section 1.10 of the Lease is hereby amended to read “seventy-second (72nd) month of the Lease Term.”

(b) The following paragraph is hereby added at the end of Section 1.10 of the Lease to read as follows:

[based on 19,319 rentable square feet]

From and including the first day of the seventy-third (73 ^rd ) month of the Lease Term through and including the Expiration Date, Rent shall be Forty-three and 50/100 Dollars ($43.50) per rentable square foot of Rentable Area of the Leased Premises per annum or Seventy Thousand Thirty-one and 38/100 Dollars ($70,031.38) per month.

1.11 Lease Term : The Lease Term is hereby extended to expire on the Expiration Date below.

1.13 Expiration Date : March 31, 2022.

13th Floor Lease

2. Section 3.4(a) - Option to Extend . The first sentence of Section 3.4(a) of the Lease is amended to read as follows:

Tenant is granted an option (the “Extension Option”) to extend the Lease Term for five (5) years, to and including March 31, 2027.

3. Remaining Lease Provisions . Except as expressly modified in this Addendum, all other provisions of the Lease remain in full force and effect. In the event of a conflict between the terms of this Addendum and the Lease, the terms of this Addendum shall control.

DATED as of the day and year first above written.



LANDLORD:		TENANT:

BELLEVUE PLACE OFFICE, LLC,		SMARTSHEET, INC.,
a Washington limited liability company		a Washington corporation

By	KEMPER DEVELOPMENT COMPANY	By	/s/ Mark Mader
	a Washington limited liability company,		Mark Mader, President and CEO
	Its Manager

By	/s/ James E. Melby
	James E. Melby
	President

13th Floor Lease



STATE OF WASHINGTON	)
	) ss:
COUNTY OF KING	)

WITNESS my hand and official seal hereto affixed the day and year first written above.



		/s/ Katie Kirkness
		Type Notary Name: Katie Kirkness
		Notary Public in and for the State of
(SEAL)		Washington, residing at Shoreline
		My commission expires 9-20-17



STATE OF WASHINGTON	)
	) ss:
COUNTY OF KING	)

On this 6th day of September, 2016, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared MARK MADER, to me known to be the President and CEO of SMARTSHEET.COM, INC., a Washington corporation, the corporation named in and which executed the foregoing instrument; and he acknowledged to me that he signed the same as the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, being authorized so to do.

WITNESS my hand and official seal the day and year in this certificate above written.



		/s/ Maggie Surbridge
		Type Notary Name: Maggie Surbridge
		Notary Public in and for the State of
(SEAL)		Washington, residing at King County
		My commission expires 3/12/2017

13th Floor Lease

THIRD LEASE ADDENDUM

THIS THIRD LEASE ADDENDUM (this “Addendum”) is made this 21 day of June, 2017, by and between BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company (“Landlord”), and SMARTSHEET, INC., a Washington corporation (formerly known as Smaitsheet.com, Inc.) (“Tenant”).

RECITALS

A. Landlord and Tenant entered into a nonresidential Lease dated October 27, 2014, a First Lease Addendum dated March 17, 2016, and a Second Lease Addendum dated September 12, 2016 (collectively, the “Lease”), for Suite 1300 in the Bank of America Building at Bellevue Place, Bellevue, Washington, which leased space is more specifically described in the Lease.

C. Unless otherwise noted, all capitalized terms herein have the same meanings as set forth in the Lease.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant hereby amend and supplement the Lease as follows:

1. Section 1. BASIC LEASE DATA, TERMS AND EXHIBITS . The following paragraphs of Section 1 of the Lease are hereby amended in their entirety and/or added to read as follows:

1.3 Tenant : Smartsheet, Inc., a Washington corporation

1.5 Tenant’s Permitted Trade Name : Smartsheet

1.10 Rent :

(a) The reference to “the Expiration Date” in Section 1.10(b) of the Second Lease Addendum is hereby amended to read “the last day of the eighty-fourth (84th) month of the Lease Term.”

(b) The following paragraphs are hereby added at the end of Section 1.10 of the Lease to read as follows:

[based on 19,319 rentable square feet]

From and including the first day of the eighty-fifth (85th) month of the Lease Term through and including the last day of the ninetysixth (96th) month of the Lease Term, Rent shall be Forty-four and 59/100 Dollars ($44.59) per rentable square foot of Rentable Area of the Leased Premises per annum or Seventy-one Thousand Seven Hundred Eighty-six and 18/100 Dollars ($71,786.18) per month.

From and including the first day of the ninety-seventh (97th) month of the Lease Term through and including the Expiration Date, Rent shall be Forty-five and 70/100 Dollars ($45.70) per rentable square foot of Rentable Area of the Leased Premises per annum or Seventy-three

13th Floor Lease

Thousand Five Hundred Seventy-three and 19/100 Dollars ($73,573.19) per month.

1.11 Lease Term : The Lease Term is hereby extended to expire on the Expiration Date below.

1.13 Expiration Date : August 31, 2023.

2. Section 3.4(a) - Option to Extend . The first sentence of Section 3.4(a) of the Lease is amended to read as follows:

Tenant is granted an option (the “Extension Option”) to extend the Lease Term for five (5) years, to and including August 31, 2028.

DATED as of the day and year first above written.



LANDLORD:		TENANT:

BELLEVUE PLACE OFFICE, LLC,		SMARTSHEET, INC.,
a Washington limited liability company		a Washington corporation

By	KEMPER DEVELOPMENT	By	/s/ Jennifer Ceran
	COMPANY, a Washington corporation,		Jennifer Ceran, Chief Financial Officer
	Its Manager

By	/s/ James E. Melby
	James E. Melby
	President

13th Floor Lease



STATE OF WASHINGTON	)
	) ss:
COUNTY OF KING	)

On this 21 day of June, 2017, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared JAMES E. MELBY, to me known to be the President of KEMPER DEVELOPMENT COMPANY, a Washington corporation, as the Manager of BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company, the limited liability company that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument.

WITNESS my hand and official seal hereto affixed the day and year first written above.



		/s/ Katie Kirkness
		Type Notary Name: Katie Kirkness
		Notary Public in and for the State of
(SEAL)		Washington, residing at Shoreline
		My commission expires 9-20-17



STATE OF WASHINGTON	)
	) ss:
COUNTY OF KING	)

On this 1 ^st day of June, 2017, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared JENNIFER CERAN, to me known to be the Chief Financial Officer of SMARTSHEET, INC., a Washington corporation, the corporation that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that she was authorized to execute said instrument.

WITNESS my hand and official seal hereto affixed the day and year first written above.



		/s/ Lauren Kingston
		Type Notary Name: Lauren Kingston
		Notary Public in and for the State of
(SEAL)		Washington, residing at Seattle, WA
		My commission expires 10-9-2020

BANK OF AMERICA BUILDING OFFICE LEASE

BETWEEN

BELLEVUE PLACE OFFICE, LLC,

a Washington limited liability company

(Landlord)

AND

SMARTSHEET.COM, INC.

a Washington corporation

(Tenant)

SUITE 960



		CONTENTS
1	BASIC LEASE DATA, TERMS AND EXHIBITS.		1
2	PREMISES.		3
	2.1	Generally.	3
	2.2	Reserved to Landlord.	4
	2.3	Intentionally Omitted.	4
3	LEASE TERM.		4
	3.1	Generally.	4
	3.2	Termination.	4
	3.3	Holding Over.	5
	3.4	Option to Extend Lease Term.	5
4	COMMENCEMENT AND EXPIRATION DATES; LEASE YEAR.		6
	4.1	Commencement Date.	6
	4.2	Expiration Date.	6
	4.3	Confirmation of Commencement and Expiration.	7
	4.4	Lease Year.	7
5	RENT.		7
6	ADDITIONAL RENT.		7
	6.1	Generally.	7
	6.2	Definitions.	8
	6.3	Payment.	11
	6.4	Nonpayment.	12
	6.5	Future Development of Bellevue Place.	12
	6.6	Disputes Relating to Additional Rent,	12
7	LATE CHARGES.		13
8	SECURITY DEPOSIT.		14
9	USES.		14
	9.1	Permitted Uses.	14
	9.2	Prohibited Uses.	15
	9.3	Compliance with Laws, Rules and Regulations.	15
	9.4	Hazardous Material.	15
10	SERVICES AND UTILITIES.		16
	10.1	Standard Services.	16
	10.2	Interruption of Services.	17
	10.3	Additional Services.	17
11	IMPROVEMENTS, ALTERATIONS AND ADDITIONS.		17
	11.1	Premises Improvements.	17
	11.2	Alterations by Tenant	19
	11.3	Disability Laws.	20
12	MAINTENANCE OF THE PREMISES.		20
	12.1	Maintenance and Repair by Tenant.	20
	12.2	Failure to Maintain.	21



	12.3	Repair by Landlord.	21
	12.4	Surrender of Leased Premises.	21
13	ACCEPTANCE OF THE LEASED PREMISES.		22
14	DEFAULT BY LANDLORD.		22
15	ACCESS.		22
	15.1	Right of Entry.	22
	15.2	Excavation.	23
16	DAMAGE OR DESTRUCTION.		23
	16.1	Insured Loss.	23
	16.2	Uninsured Loss.	23
	16.3	No Obligation.	24
	16.4	Partial Destruction of the Bank of America Building.	24
	16.5	Business Interruption.	24
17	MUTUAL RELEASE AND WAIVER OF SUBROGATION.		24
18	INDEMNITY.		25
	18.1	Generally.	25
	18.2	Concurrent Negligence of Landlord and Tenant Relating to Construction, Repair and Maintenance Activities.	26
	18.3	Waiver of Workers’ Compensation Immunity.	26
	18.4	Provisions Specifically Negotiated.	26
19	INSURANCE.		27
	19.1	Liability Insurance.	27
	19.2	Property Insurance.	28
	19.3	Failure to Maintain.	28
	19.4	Increase in Insurance Premium.	28
20	ASSIGNMENT AND SUBLEASING.		29
	20.1	Assignment or Sublease.	29
	20.2	Assignee Obligations.	30
	20.3	Sublessee Obligations.	30
	20.4	Conditional Consents.	30
	20.5	Attorneys’ Fees and Costs.	30
21	ADVERTISING.		30
22	LIENS.		31
23	TENANT’S DEFAULT.		31
	23.1	Default.	31
	23.2	Remedies in Default.	32
	23.3	Legal Expenses.	33
	23.4	Bankruptcy.	33
	23.5	Remedies Cumulative - Waiver.	34
24	SUBORDINATION AND ATTORNMENT; MORTGAGEE PROTECTION		35
	24.1	Subordination - Notice to Mortgagee.	35
	24.2	Mortgagee Protection Clause.	35
25	SURRENDER OF POSSESSION.		35
26	REMOVAL OF PROPERTY.		36
27	VOLUNTARY SURRENDER.		36
28	EMINENT DOMAIN.		36
	28.1	Total Taking.	36



	28.2	Constructive Taking of Entire Premises.	37
	28.3	Partial Taking.	37
	28.4	Damages.	37
29	NOTICES.		38
30	LANDLORD’S LIABILITY,		38
31	TENANT’S CERTIFICATES.		39
32	RIGHT TO PERFORM.		39
33	AUTHORITY.		40
34	PARKING AND COMMON AREAS.		40
	34.1	Parking.	40
	34.2	Common Areas.	41
35	TRANSPORTATION MANAGEMENT PROGRAM.		41
36	QUIET ENJOYMENT.		42
37	GENERAL.		42
	37.1	Captions.	42
	37.2	Bellevue Place Rent and Income.	42
	37.3	Successors or Assigns.	42
	37.4	Tenant Defined.	42
	37.5	Lost Security or Access Key Card.	42
	37.6	Landlord’s Consent.	43
	37.7	Broker’s Commission.	43
	37.8	Partial Invalidity.	43
	37.9	Recording.	43
	37.1	Joint Obligation.	43
	37.11	Time.	43
	37.12	Prior Agreements.	44
	37.13	Inability to Perform.	44
	37.14	Transfer of Landlord’s Interest.	44
	37.15	No Light, Air or View Easement.	44
	37.16	Reciprocal Easement Agreements.	45
	37.17	Waiver	45
	37.18	Name.	45
	37.19	Choice of Law - Venue.	45
	37.20	OFAC Certification.	45

iii

BANK OF AMERICA BUILDING OFFICE LEASE

THIS LEASE is made this 3 day of March, 2016, by and between BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company (“Landlord”), and SMARTSHEET.COM, INC., a Washington corporation (“Tenant”).

RECITALS

B. Tenant desires to lease from Landlord a portion of the Bank of America Building and Landlord is willing to do so on certain terms and conditions, which are set forth herein.

1. BASIC LEASE DATA, TERMS AND EXHIBITS.

1.1 Landlord : Bellevue Place Office, LLC, a Washington limited liability company.

1.2 Address of Landlord : P.O. Box 4186, Bellevue, Washington 98009.

1.3 Tenant : Smartsheet.com, Inc., a Washington corporation.


1.4	Principal Business Address of Tenant : 10500 NE 8th Street, Suite 1300, Bellevue, WA 98004.

1.5 Tenant’s Permitted Trade Name : Smartsheet.com.


1.6	Leased Premises : That portion of the ninth (9th) floor of the Bank of America Building; as and where shown on Exhibit “C” attached hereto.


1.7	Rentable Area of the Leased Premises : Seven Thousand Eight Hundred Eight (7,808) square feet.

1.8 Breakdown of Rentable Area at Bellevue Place :

(a) The total Rentable Area of the Bank of America Building and the Corner Building is Four Hundred Sixty-three Thousand Five Hundred Ninety-nine (463,599) square feet.

(b) The total Rentable Area of Bellevue Place is Five Hundred Nineteen Thousand Five Hundred Forty-nine (519,549) square feet.

1.9 Tenant’s Share : [based on 7,808 rentable square feet]

(b) Operating, Repair and Maintenance Expenses for the Bank of America Building and the Corner Building: One point six eight percent (1.68%) based on 463,599 rentable square feet pursuant to Section 1.8(a).

(c) Operating, Repair and Maintenance Expenses for Bellevue Place: One point five zero percent (1.50%) based on 519,549 rentable square feet pursuant to Section 1.8(b).

1.10 Rent : [based on 7,808 rentable square feet]

From and including the earlier of (i) five (5) days following substantial completion of the Premises Improvements (defined in Section 11.1(a) below), estimated to be April 1, 2016, or (ii) the date Tenant first occupies the Leased Premises for business purposes, through and including the last day of the twelfth (12th) month of the Lease Term, the Rent shall be Thirty-six and 50/100 Dollars ($36.50), per square foot of the Rentable Area of the Leased Premises per annum or Twenty-three Thousand Seven Hundred Forty-nine and 33/100 Dollars ($23,749.33) per month.

From and including the first day of the thirteenth (13th) month of the Lease Term to and including the last day of the twenty-fourth (24th) month of the Lease Term, the Rent shall be Thirty-seven and 60/100 Dollars ($37.60), per square foot of the Rentable Area of the Leased Premises per annum or Twenty-four Thousand Four Hundred Sixty-five and 07/100 Dollars ($24,465.07) per month.

From and including the first day of the twenty-fifth (25th) month of the Lease Term to and including the Expiration Date, the Rent shall be Thirty-eight and 73/100 Dollars ($38.73) per square foot of the Rentable Area of the Leased Premises per annum or Twenty-five Thousand Two Hundred and 32/100 Dollars ($25,200.32) per month.


1.11	Lease Term : Thirty-six (36) calendar months, plus that portion of a calendar month necessary, if at all, for the Expiration Date to occur on the last day of such calendar month.


1.12	Commencement Date : Upon substantial completion of the Premises Improvements (defined in Section 11.1(a) below), estimated to be April 1, 2016.

1.13 Expiration Date : March 31, 2019.


1.14	Security Deposit : Upon execution of this Lease, Tenant shall pay Landlord Thirty-two Thousand Two Hundred Eight and 00/100 Dollars ($32,208.00), which amount shall be applied to Rent and Additional Rent due for the first (1st) month of the Lease Term.


1.15	Deadline for Submission to Landlord of Premises Plans for Tenant’s Improvements . February 26, 2016.


1.16	Contingency : THIS LEASE IS CONTINGENT UPON ITS ACCEPTANCE AND APPROVAL BY LANDLORD’S LENDERS. If this Lease is acceptable to Landlord’s lenders, this contingency will be waived by Landlord.

1.17 Exhibits Incorporated by Reference :


Exhibit “A” ‑	Legal Description of Bellevue Place.


Exhibit “B” ‑	Site Plan of Bellevue Place.


Exhibit “C” ‑	Floor Plan of the Leased Premises.


Exhibit “D” ‑	Tenant Design & Construction Manual (including Base Building Finish Condition).


Exhibit “E” ‑	Rules and Regulations.


Exhibit “F” ‑	Bellevue Place Transportation Management Agreement.


Exhibit “G” ‑	Form of Tenant Estoppel Certificate.


Exhibit “H” ‑	Form of Subordination Agreement to Reciprocal Easement Agreement.

2. PREMISES.

2.1 Generally.

2.2 Reserved to Landlord.

2.3 Intentionally Omitted.

3. LEASE TERM.

3.1 Generally.

3.2 Termination.

The Lease shall terminate on the Expiration Date, unless sooner terminated hereunder or by operation of law, without the necessity for any notice from either Landlord or Tenant. If Tenant fails to surrender the Leased Premises at the end of the Lease Term, Tenant shall be liable for, and shall indemnify Landlord against, all claims and demands made by any succeeding tenants against Landlord founded upon delay by Landlord in delivering possession of the Leased Premises to such succeeding tenant.

3.3 Holding Over.

Any holding over by Tenant after the expiration of the Lease Term shall be construed to be a tenancy from month-to-month. During such tenancy, Tenant shall pay to Landlord a monthly rental of one hundred fifty percent (150%) of the Rent payable during the last month of the Lease Term in addition to the Additional Rent and Other Charges set forth herein. Except as set forth herein, such month-to-month tenancy also shall be subject to all of the terms, covenants, and conditions of this Lease.

3.4 Option to Extend Lease Term.

(b) If Tenant elects to exercise the Extension Option, the Rent for the Option Period (“New Rent”) shall be the Fair Market Rent (as defined below) for comparable space in the Bank of America Building (“Comparable Space”), but in no event shall the New Rent be less than the Rent payable during the last month of the Lease Term. If there is no Comparable Space in the Bank of America Building at the time, Tenant shall pay, as New Rent, whatever the fair market rent in the Bank of America Building would be if there was such Comparable Space in the Bank of America Building. The term “Fair Market Rent” shall mean the rent that would be paid by a willing tenant renewing its lease for Comparable Space for a term of five (5) years. Tenant concessions shall be included in the determination of fair market rent with respect to tenants who are renewing their leases in the Bank of America Building. The term “tenant concessions” shall include, without limitation, such inducements as tenant improvements and free rent.

determined by this arbitration procedure. The two arbitrators so appointed shall, within fifteen (15) days of the date of the appointment of the last appointed arbitrator, agree upon and appoint a third arbitrator, who shall be qualified under the same criteria set forth above for qualification of the initial two arbitrators. Failing such agreement, either Landlord or Tenant shall have the right to petition for the appointment of the third arbitrator by the Presiding Judge of the Superior Court of the County of King. The three (3) arbitrators shall, within thirty (30) days of the appointment of the third arbitrator, reach a decision as to whether the parties shall use Landlord’s or Tenant’s proposed New Rent and shall notify Landlord and Tenant thereof. The decision of the majority of the three (3) arbitrators shall be binding upon both Landlord and Tenant. The cost of the arbitration shall be paid by Landlord and Tenant equally. The arbitration procedure shall not take more than thirty (30) days. However, if the arbitrators have not determined the New Rent prior to the beginning of the Option Period, Tenant shall pay the Rent previously in effect under the Lease plus a ten percent (10%) increase until such time as the arbitrators determine the New Rent. If the arbitration procedure results in a higher Rent, Tenant shall pay the difference with the next monthly rental payment due under the Lease. If the arbitration procedure results in a lower Rent, Tenant shall receive a credit against its next monthly Rent payments under the Lease, and any succeeding monthly rental payments, if necessary, in an amount equal to the overpayment.

4. COMMENCEMENT AND EXPIRATION DATES; LEASE YEAR.

4.1 Commencement Date.

The Commencement Date shall be the date set forth in Section 1.12 above.

4.2 Expiration Date.

This Lease shall expire at 11:59 p.m. on the date set forth in Section 1.13 above.

4.3 Confirmation of Commencement and Expiration.

4.4 Lease Year.

5. RENT.

6. ADDITIONAL RENT.

6.1 Generally.

In addition to the Rent provided for in Section 5 above, commencing on the earlier of (i) five (5) days following substantial completion of the Premises Improvements (defined in Section 11.1(a) below), estimated to be April 1, 2016, or (ii) the date Tenant first occupies the Leased Premises for business purposes, Tenant shall pay to Landlord, without notice (other than notice advising Tenant of its share of the Additional Rent) or demand and without setoff or deduction, Tenant’s Share (as defined in Section 6.2(a) below) of the Operating Expenses (as defined in Section 6.2(b) below), which expenses include, but are not limited to, (i) Operating, Repair, and Maintenance Expenses for the Bank of America Building and the Corner Building; and (ii) Operating, Repair, and Maintenance Expenses for Bellevue Place during the Lease Term (the “Additional Rent”).

6.2 Definitions.

The following terms shall have the meanings hereinafter specified, unless the context otherwise specifies or clearly requires:

(a) Tenant’s Share . Tenant’s Share shall be equal to the percentages set forth in Section 1.9 above,

Center, less all contributions for such costs received from the owner of the Hotel Tract as defined in and pursuant to the terms of that certain Construction, Operation and Reciprocal Easement Agreement recorded under King County Recorder’s File No. 8709160449, as amended from time to time (the “REA”), and shall include, but not be limited to, those costs and expenses that are paid or payable to the Transportation Management Association. Without limiting the generality of the foregoing and by way of illustration, Operating, Repair and Maintenance Expenses shall include costs and expenses of all utility, heating, air conditioning and ventilation costs and expenses; license, permit and inspection fees; planting and landscaping costs and expenses; janitorial services; direct physical damage insurance (including but not limited to loss of income insurance), liability and excess liability insurance, and other appropriate insurance policies, as determined solely by Landlord or Landlord’s lender, including but not limited to garage keeper’s legal liability, boiler and machinery and auto insurance; taxes and assessments on equipment; the cost and expense of repairs including, but not limited to, those of a capital nature necessary or appropriate to fulfill Landlord’s obligations to its tenants; the cost and expense of removing trash and other refuse; the cost and expense of supplies, tools and equipment; the cost and expense of cleaning, maintaining, repairing and replacing machinery and equipment, including but not limited to automatic door openers, lights and lighting fixtures, heating, air conditioning and ventilation equipment, fire and sprinkler systems and security systems; depreciation allowance on machinery and equipment (depreciation to be over the useful life of any such machinery and equipment in accordance with the guidelines and regulations established by the Internal Revenue Service, if any); the cost and expense of personnel to implement such services, including but not limited to security and traffic control; legal and accounting costs and expenses; customary management fees; the cost of any capital improvements necessary or appropriate to fulfill Landlord’s repair or maintenance obligations, required by any applicable governmental law or regulation not in effect at the time Tenant is required to take occupancy of the Leased Premises or made for the purpose of reducing operating, repair or maintenance costs (the cost of any such capital improvements shall be amortized over the useful life of such item (in accordance with the guidelines and regulations established by the Internal Revenue Service, if any, from time to time) as Landlord shall determine with a return on capital at the current market rate per annum on the unamortized balance or at such higher rate as may have been paid by Landlord on funds borrowed for the purpose of purchasing or constructing such improvements).

(e) Rentable Area of the Leased Premises . For purposes of this Lease, the Rentable Area of the Leased Premises shall mean the Useable Area of the Leased Premises, as that term is defined and computed according to the Standard Method for Measuring Floor Area in Office Buildings, ANSI/BOMA z65. 1-2010 , otherwise known as the “BOMA Standard,” multiplied by a load factor of one point two five zero three (1.2503%). The “as built” Rentable Area of the Leased Premises shall be the true

Rentable Area of the Leased Premises at the time Landlord tenders possession of the Leased Premises to Tenant.

Leasing commissions, advertising expenses, fees and costs incurred in procuring new tenants for portions of Bellevue Place.

Except as permitted in Section 6.2(c) of the Lease, interest or amortization payments on mortgages.

Rental on ground leases or other underlying leases.

Costs of any item for which Landlord is or is entitled to be paid or reimbursed by insurance.

Charges for electricity, water, or other utilities and applicable taxes for which Landlord is entitled to reimbursement from any other tenant.

Cost of correcting major defects in the design, construction or equipment of, or substantial latent defects in, the Bank of America Building or Bellevue Place (a defect, for the purposes of this subsection (g), is defined as a substantial condition that occurred because of negligence in the initial construction of Bellevue Place).

Interest and penalties incurred as a result of Landlord’s delinquent payment of any obligation of Landlord.

6.3 Payment.

payable by Tenant, then any overpayment shall be returned to Tenant, or at Landlord’s option, to the last assignee of Tenant’s interest in the Leased Premises. If this Lease commences at a time other than the beginning of a calendar year, Tenant shall pay the Additional Rent for the remaining portion of the Lease Year based upon the number of days from the Commencement Date. If this Lease expires at a time other than the last day of a calendar year, Tenant shall be obligated to pay immediately any deficiencies which shall be computed at the expiration of that Lease Year. If at any time during a Lease Year it appears to Landlord that any of the Operating Expenses payable for that Lease Year will vary from Landlord’s estimate by more than five percent (5%) on an individual or aggregate basis, Landlord may, at its election, adjust Tenant’s Estimated Share for the balance of that Lease Year to compensate for such increase. Any increased payments required to be made pursuant to this Section shall be made within thirty (30) days after Landlord has notified Tenant thereof. Tenant’s obligations under this Section shall survive the expiration or termination of this Lease.

6.4 Nonpayment.

In the event of nonpayment of any item of Additional Rent or any Other Charge due hereunder, Landlord shall have the same rights and remedies as for failure to pay Rent.

6.5 Future Development of Bellevue Place.

6.6 Disputes Relating to Additional Rent.

this Section 6 equal to the amount of any overpayment paid by Tenant during the Lease Year to which Tenant’s Objection Notice relates. Notwithstanding the pendency of any dispute hereunder, Tenant shall continue to pay all amounts owed hereunder based upon Landlord’s determination and calculation or until such calculation or amount has been established hereunder to be incorrect.

7. LATE CHARGES.

If Tenant fails to pay, when the same is due and payable, any Rent, Additional Rent or Other Charges, such unpaid amounts shall bear interest at the rate of two percent (2%) per month from the date due to the date of payment, unless such amount would violate any applicable usury law, in which event such unpaid amounts shall bear interest at the highest rate then allowed by law. In addition to such interest, Tenant acknowledges that the late payment by Tenant of any installment of Rent, Additional Rent or Other Charges will cause Landlord to incur certain costs and expenses not contemplated under this Lease, the exact amount of such costs being extremely difficult or impractical to fix. Such costs and expenses will include, without limitation, administrative and collection costs, and processing and accounting expenses. Therefore, if any Rent, Additional Rent or Other Charge installment is not received by Landlord from Tenant by the fifth (5th) day after such installment is due, Tenant shall immediately pay to Landlord, in addition to the installment due, a late charge equal to twelve percent (12%) of such installment. Landlord and Tenant agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to Landlord for its loss and expense suffered by such nonpayment by Tenant. Acceptance of this late charge shall not constitute a waiver of Tenant’s default with respect to such nonpayment by Tenant nor prevent Landlord from exercising all other rights and remedies available to Landlord under this Lease. Landlord shall apply payments made by Tenant first to accrued charges, interest and rent in the following order: (a) Late Charges; (b) interest; (c) Rent; Other Charges and Additional Rent; and (d) any balance remaining to current Rent, Other Charges, and Additional Rent. Notwithstanding anything in this Section 7 to the contrary, provided Tenant pays all sums due hereunder by electronic funds transfer, Landlord shall waive the first (Pt) late charge that may be incurred by Tenant during any twelve (12) month period during the Lease Term, provided the unpaid amount is in fact paid in full by Tenant on or before the fifteenth (15th) day of the month in which any such payment is due.

8. SECURITY DEPOSIT.

9. USES.

9.1 Permitted Uses.

9.2 Prohibited Uses.

9.3 Compliance with Laws, Rules and Regulations.

9.4 Hazardous Material.

without limitation, diminution in value of the property, damages for the loss or restriction on use of rentable or useable space or of any amenity of Bellevue Place or the Leased Premises or elsewhere, damages arising from any adverse impact on marketing of space at Bellevue Place or elsewhere, and sums paid in settlement of claims, attorneys’ fees, consultant fees and expert fees) which arise during or after the Lease Term as a result of such contamination. This indemnification of Landlord by Tenant includes, without limitation, costs incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Hazardous Material present in the soil or ground water on or under Bellevue Place. Without limiting the foregoing, if the presence of any Hazardous Material brought upon, kept or used in or about the Leased Premises or Bellevue Place by Tenant, its agents, employees, contractors or invitees, results in any contamination of the Leased Premises or any part of Bellevue Place or any other property, Tenant shall promptly take all actions, at its sole expense, as are necessary to return the Leased Premises, Bellevue Place or any other property to the condition existing prior to the introduction of any such Hazardous Material; provided that Landlord’s approval of such actions shall first be obtained, which approval shall not be unreasonably withheld so long as such actions would not potentially have any material adverse long-term or short-term effect on the Leased Premises, Bellevue Place or other property. As used herein, the term “Hazardous Material” means any hazardous, dangerous, toxic or harmful substance, material or waste which is or becomes regulated by any local governmental authority, the State of Washington or the United States Government.

10. SERVICES AND UTILITIES.

10.1 Standard Services.

As long as Tenant is not in default under any of the provisions of this Lease, Landlord shall cause the Leased Premises (in accordance with Section 12.3) and the public and common areas of the Building, including the lobbies, elevators, stairs, corridors and rest rooms, to be maintained in reasonably good order and condition consistent with the operation and maintenance of the Bank of America Building as a first-class office and retail building in downtown Bellevue, except for damage occasioned by any act or omission of Tenant or Tenant’s officers, contractors, agents, invitees, licensees or employees, the repair of which shall be paid for by Tenant. From 7:00 a.m. to 6:00 p.m. on weekdays, excluding legal holidays (“Regular Business Hours”), Landlord shall furnish the Leased Premises with electricity for lighting and operation of low power usage office machines, water, heat, air conditioning and elevator service (the “Standard Services”). During all other hours, Landlord shall furnish the Standard Services, including elevator service as reasonably required to provide access to the Leased Premises, except for heat and air conditioning and lighting. If requested by Tenant, Landlord shall furnish heat and air conditioning and lighting at times other than Regular Business Hours and the cost of such services, as established by Landlord, shall be paid by Tenant in the same manner as provided in Section 5 above. Landlord also shall provide lamp replacement service for Building Standard fluorescent light fixtures, toilet room supplies, window washing at reasonable intervals and customary building janitorial service as part of the Standard Services, although no janitorial service shall be provided for Saturdays, Sundays or legal holidays. The cost and expense of any janitorial or other services provided or caused to be provided by Landlord to Tenant in addition to the services ordinarily provided Bank of America Building tenants shall be paid by Tenant in the same manner as provided for payment in Section 5 above.

10.2 Interruption of Services.

alterations, or improvements, or due to accident, strike or conditions or events beyond Landlord’s reasonable control shall be deemed an eviction of Tenant or relieve Tenant from any of Tenant’s obligations hereunder.

10.3 Additional Services.

Tenant shall not install lights and equipment in the Leased Premises with heating loads which in the aggregate exceed the Bank of America Building standard mechanical system, Landlord shall not arbitrarily withhold consent to Tenant’s installation of lights and equipment exceeding such amount but may condition its consent on Tenant’s payment of the costs incurred by Landlord for the installation, operation, repair and maintenance of supplementary air conditioning capacity or electrical systems as necessitated by such equipment or lights. In addition, Tenant shall pay to Landlord, in advance, on the first day of each month during the Lease Term, such amount estimated by Landlord to be the cost of furnishing electricity to Tenant for the operation of such equipment or lights and such amount estimated by Landlord to be the cost of operating and maintaining the supplementary air conditioning units as necessitated by Tenant’s use of such equipment or lights. Such costs shall be paid by Tenant in the same manner as provided in Section 5 above. In the event of nonpayment of amounts due for any of the above-described additional services, Landlord shall have the same rights and remedies as it has with respect to the nonpayment of rent hereunder. Landlord shall be entitled to install and operate, at Tenant’s sole cost and expense, a monitoring or metering system in the Leased Premises to measure the added demands on electricity, heating, ventilation, and air conditioning systems resulting from such equipment and lights and from Tenant’s after-hours heating, ventilation and air conditioning service requirements. Tenant shall comply with Landlord’s instructions for the use of drapes, blinds and thermostats in the Bank of America Building.

11. IMPROVEMENTS, ALTERATIONS AND ADDITIONS.

11.1 Premises Improvements.

(a) Prior to the Commencement Date, the Leased Premises shall be improved by Landlord (the “Premises Improvements”), which Premises Improvements shall be in accordance with mutually agreed upon plans and specifications for such improvements (the “Premises Plans”). The Premises Improvements shall be performed and installed by design professionals and contractors selected by Landlord in the exercise of Landlord’s subjective discretion, and shall be performed in accordance with the requirements set forth in Exhibit “D”. Landlord shall contract directly with the contractors constructing the Premises Improvements. Landlord shall contract directly with JPC Architects (“JPC”) for architectural services related to the Premises Improvements. Landlord shall pay certain amounts toward the cost of the Premises Improvements (“Landlord’s Improvement Allowance”). Landlord’s Improvement Allowance is limited to Fifteen and 00/100 Dollars ($15.00) per rentable square foot, or a total amount not to exceed One Hundred Seventeen Thousand One Hundred Twenty and 00/100 Dollars ($117,120.00). Landlord’s Improvement Allowance shall be used exclusively for the Premises Improvements (including all sales and other applicable taxes but not including furniture, trade fixtures, equipment, inventory, or personal property, which shall be Tenant’s sole cost and responsibility); provided, however, Tenant has the right to use up to Two and 00/100 Dollars ($2.00) per rentable square foot (Fifteen Thousand Six Hundred Sixteen and 00/100 Dollars ($15,616.00) of Landlord’s Improvement Allowance to offset data, telephone, and similar communication cabling costs. In addition to Landlord’s Improvement Allowance, Landlord agrees to contribute the amount of $0.15 per rentable square foot of the Leased Premises for an initial space plan prepared by JPC, or a total of One Thousand One Hundred Seventy-one and 20/100 Dollars ($1,171.20). In addition, Landlord shall, at its sole expense, replace the east exit door in the Leased Premises.

(b) Any and all costs for the construction and installation of the Premises Improvements (including but not limited to the cost of all working drawings, space plans, and engineering, architectural, design and consulting fees) in excess of Landlord’s Improvement Allowance (“Excess Improvement Costs”) shall be Tenant’s sole responsibility and shall be paid by Tenant promptly when due. Tenant’s failure or refusal to pay any such Excess Improvement Costs shall be a material breach of this Lease and a default hereunder. If it should appear to Landlord at any time that Tenant is or may be obligated to pay for any Excess Improvement Costs, in addition to any and all other rights and remedies to which Landlord may be entitled, Landlord shall have the right, but not the obligation, to immediately stop or prevent any and all further design, construction and installation work until Landlord has received satisfactory assurances that Tenant can and will promptly pay all Excess Improvement Costs.

(c) Prior to the Commencement Date, the Project Architect or JPC shall certify that the Premises Improvements are substantially complete in accordance with the Premises Plans. If substantial completion of the Premises Improvements is delayed by Tenant’s acts or omissions, change in design decisions, revisions or additional work, or those of Tenant’s agents, then the Commencement Date shall be the date substantial completion of the Premises Improvements would have been achieved but for the Tenant delay, as determined by the Project Architect or JPC. The terms “substantial completion” or “substantially complete”, as used herein, means that stage of construction where the Premises Improvements are usable for their principal intended purpose, as determined in good faith by the Project Architect or JPC, and the applicable governmental authorities deem the Leased Premises approved for occupancy, notwithstanding the possible need to complete, finish or install non-critical improvement features and fixtures. The existence of repairs or defects of a nature commonly found on a “punch list,” (meaning minor items that do not materially impact Tenant’s use of the Leased Premises), after turnover to Tenant, shall not postpone the Commencement Date or result in a delay or abatement of Tenant’s obligation to pay rent or give rise to a damage claim against Landlord, provided Landlord shall use commercially reasonable efforts to complete such punch list items within sixty (60) days after Landlord’s receipt of Tenant’s punch list, referred to below. Tenant’s occupancy of the Leased Premises shall be deemed an acknowledgement that the Leased Premises is in good condition and repair and that Landlord has caused the Bank of America Building and all of the Premises Improvements to be constructed as required by this Lease, subject to those items, if any, specified in any punch list to be delivered by Tenant within thirty (30) days following substantial completion.

(d) All improvements and fixtures made or installed in or to the Leased Premises, including all Premises Improvements, are the property of Landlord. The Premises Improvements shall not include, and Tenant shall be solely responsible for all costs associated with (i) the interior design of the Leased Premises, (ii) security and access control to the Leased Premises, (iii) data, telephone, and similar communications cabling in excess of the $2.00 per rentable square foot allowance set forth in paragraph 11.1(a) above, and (iv) furniture, fixtures and equipment. The foregoing shall be deemed to be a financial accommodation of the type referenced in 11 USC §365(c)(2) and a material and substantial part of this Lease transaction, as amended.

11.2 Alterations by Tenant

have the right to approve or disapprove in advance any or all contractors to be retained by Tenant for such work. Landlord shall promptly be provided with complete “as built” drawings and specifications for all alterations, additions and improvements made by Tenant. Tenant shall secure all governmental permits, approvals or authorizations required for such work. All alterations, additions and improvements (including but not limited to all light fixtures and floor coverings but excluding any inventory, furniture and similar personal property which does not become a part of the Leased Premises) shall immediately become the property of Landlord, without any obligation on the part of Landlord to pay therefor, upon installation in the Leased Premises. Upon the expiration or sooner termination of the Lease Term, Tenant shall forthwith remove (at Tenant’s sole cost and expense) all alterations, additions or improvements made by Tenant (except original leasehold improvements constructed as part of Tenant’s Improvements) designated by Landlord to be removed and Tenant shall repair (at its sole cost and expense) any damage to the Leased Premises caused by such removal. Notwithstanding anything herein or elsewhere in this Lease to the contrary, Tenant shall remove all voice and data cabling and other telecommunications equipment installed by Tenant, and shall restore the Leased Premises to the condition they were in prior to the installation of such items. Tenant’s obligations hereunder shall survive the expiration or termination of this Lease. Tenant shall be permitted to install card readers on the stairwell doors adjacent to floors 4, 9, 13 and 20 of the Bank of America Building, subject to approval by Landlord and the City of Bellevue.

11.3 Disability Laws.

Notwithstanding anything in this Lease to the contrary, if Tenant constructs, makes or installs or causes to be constructed, made or installed any improvement or alteration in or to the Leased Premises, Tenant shall be solely responsible for ensuring that such improvements and/or alterations do not violate any provision in any local, state or federal law or regulation relating to accessibility for handicapped persons or the removal of architectural or communication barriers to accessibility (“Disability Law”), including but not limited to RCW Chapter 70.92 and The Americans with Disabilities Act. Any approval by Landlord of Tenant’s plans or specifications for any such improvements or alterations shall not be a representation or warranty, express or implied, by Landlord that such plans will comply with any Disability Law. If any claim is asserted against Landlord under any Disability Law which claim relates directly or indirectly to any alterations or improvements installed, made or constructed, directly or indirect, by or for Tenant in or to the Leased Premises or any trade fixture or personal property item used by Tenant in the Leased Premises, Tenant shall defend, indemnify and hold Landlord harmless from and against the claim and any and all charges, liabilities, obligations, penalties, damages, judgments, costs and expenses (including attorneys’ fees) arising or incurred against or suffered, directly or indirectly, by Landlord relating thereto. If it should be determined that any improvement or alteration constructed, made or installed in or to the Leased Premises, directly or indirectly, by or for Tenant or any trade fixture or personal property item used by Tenant in the Leased Premises is an illegal architectural or communication barrier under any Disability Law, Tenant shall immediately, at its sole cost and expense, remove the barrier or, to the extent allowed by the Disability Law, provide alternatives to the barrier so as to make the Leased Premises accessible to handicapped persons. No alteration or improvement in the Leased Premises will be approved by Landlord if it will require that barriers outside the Leased Premises be removed under any Disability Law. Tenant shall not have any basis for objecting to Landlord’s judgment regarding the probable application of any Disability Law provided Landlord does not act arbitrarily.

12. MAINTENANCE OF THE PREMISES.

12.1 Maintenance and Repair by Tenant.

12.2 Failure to Maintain.

12.3 Repair by Landlord.

Landlord shall keep the roof, exterior walls, exterior building windows, public corridors, equipment used in common with other tenants (such as elevators, plumbing, heating, air- conditioning and similar equipment) and building structure of the Leased Premises in a good state of repair, and shall accomplish such repairs as may be needed promptly after receipt of written notice from Tenant. If repairs are required by reason of Tenant’s acts or negligent failure to act, Tenant shall promptly pay Landlord, as additional rent, for the cost thereof. Except as otherwise specifically provided in Sections 16 or 28, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business arising from the making of any repairs, alterations or improvements in or to any portion of the Leased Premises or building of which the Leased Premises are a part, or in or to fixtures, appurtenances and equipment therein. In no event shall Landlord be liable to Tenant for any damage to the Leased Premises or for any loss, damage or injury to any property therein or thereon resulting from acts by other third parties or occasioned by fire; explosion; falling plaster; the breaking, bursting, stoppage or leaking of water, gas, sewer, electrical cables, wires or steam pipes; or from water, rain, or other substances leaking or coming from the roof, street, subsurface or from any other place or from dampness or from any similar risks or causes. Landlord shall not be liable for any loss or damage to any person or property sustained by Tenant or any other persons, which may be caused by theft, or by any act or neglect of any tenant or occupant of Bellevue Place, or of any other third parties.

12.4 Surrender of Leased Premises.

At the expiration or sooner termination of this Lease, Tenant shall return the Leased Premises to Landlord in the same condition in which it was initially received (or, if altered by Landlord or by Tenant with Landlord’s consent, then the Leased Premises shall be returned in such altered condition), reasonable wear and tear and damage by fire or other unavoidable casualty excepted (excluding burglary, attempted burglary and vandalism). Tenant shall remove the items specified in Section 13 below, all inventory, furniture and other personal property which does not become a part of the Leased Premises, and all alterations and improvements which Landlord designates to be removed pursuant to Section 11.2 above, and shall restore the Leased Premises to the condition it was in prior to the installation of such items. Tenant’s obligations under this Section 12 shall survive the expiration or termination of this Lease.

13. ACCEPTANCE OF THE LEASED PREMISES.

Except as otherwise provided in this Section 13, and subject to Landlord’s completion of the Premises Improvements in accordance with Section 11.1 above, Tenant has inspected the Leased Premises and accepts the same in their current condition and waives the right to make any claim against Landlord for any matter directly or indirectly arising out of the condition of the Leased Premises, appurtenances thereto, the improvements thereon and the equipment thereof. LANDLORD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR HABITABILITY . Tenant agrees and acknowledges that the existing (i) low voltage wiring and server racks; (ii) DIRRT furniture system; and (iii) card reader system, currently in the Leased Premises, will all remain and may be used by Tenant during the Lease Term. Upon the expiration or earlier termination of the Lease Term, Tenant shall remove said low voltage wiring and server racks, DIRRT furniture system, and card reader system from the Leased Premises in accordance with the terms of this Lease.

14. DEFAULT BY LANDLORD.

15. ACCESS.

15.1 Right of Entry.

Tenant shall permit Landlord and its employees, agents and contractors to enter into and upon the Leased Premises at any time during normal business hours (8:00 a.m. to 6:00 p.m.) for the purpose of inspecting the same or for the purpose of cleaning, repairing, altering or improving the Leased Premises or the Bank of America Building. If Tenant is not personally present to permit entry, in case of emergency or urgent necessity Landlord may forcibly enter the same at any hour without rendering Landlord liable therefor. Nothing contained in this Section shall be deemed to impose any obligation upon Landlord not expressly stated elsewhere in this Lease. When reasonably necessary Landlord may temporarily close entrances, doors, corridors, elevators or other facilities without liability to Tenant by reason of such closure and without such action by Landlord being construed as an eviction of Tenant or release of Tenant from the duty of observing and performing any of the provisions of this Lease. Landlord shall have the right to enter the Leased Premises for the purpose of showing the Leased Premises to prospective tenants within the period of one hundred eighty (180) days prior to the expiration or sooner termination of this Lease.

15.2 Excavation.

16. DAMAGE OR DESTRUCTION.

16.1 Insured Loss.

16.2 Uninsured Loss.

16.3 No Obligation.

16.4 Partial Destruction of the Bank of America Building.

16.5 Business Interruption.

17. MUTUAL RELEASE AND WAIVER OF SUBROGATION.

Landlord and Tenant hereby mutually release each other from liability, and waive all right of recovery against each other, for any injury, loss or damage to any building, structure, inventory or other tangible property and any revenues, profit and rents to be generated therefrom, whether due to negligence or any other insured cause, if such injury, loss or damage is caused by any of the perils which are covered by a first-party insurance policy benefiting the party suffering such injury, loss or damage, or if such injury, loss or damage was required to be covered by insurance pursuant to this Lease; provided that this Section shall be inapplicable if it would have the effect, but only to the extent it would have the effect, of invalidating any insurance coverage of Landlord or Tenant. This Waiver only applies to insured property losses and does not limit the ability to recover for deductibles or other uninsured losses. Landlord and Tenant acknowledge that their current insurance policies, as of the date of this Lease, will not be invalidated. In the future, if avoiding any invalidation can be effected by the payment of money to such insurer, the other party may elect to pay such amount to obtain such waiver of subrogation for its benefit. Landlord and Tenant, respectively, shall promptly notify the other if its insurance will be invalidated by the foregoing release and waiver or if any payment is required to avoid such invalidation. Notwithstanding anything to the contrary, this Section shall not, apply to any claim by Landlord for any Rent, Additional Rent or Other Charges payable under this Lease. Landlord and Tenant specifically intend, however, that this Section shall apply to any potential claim that could otherwise be made by Landlord for any rents to be paid by other occupants of Bellevue Place or any claim that could potentially be made by Tenant for any lost sales, profits or revenues that could have been generated from or operating expenses related to the Leased Premises or elsewhere.

18. INDEMNITY.

18.1 Generally.

attorneys’ fees) arising, claimed, charged or incurred against or by Landlord from any matter or thing arising from Tenant’s use of the Leased Premises, the conduct of its business or from any activity, work or other things done, permitted or suffered by the Tenant in or about the Leased Premises, and Tenant shall further indemnify and hold Landlord harmless from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant’s part or to be performed under the terms of this Lease, or arising from any act or negligence of Tenant, or any officer, agent, employee, guest, or invitee of Tenant, and from all costs, attorneys’ fees, and liabilities incurred in or about the defense of any such claim or any action or proceeding brought thereon. If any action or proceeding is brought against Landlord by reason of such a claim, Tenant, upon notice from Landlord, shall defend the same at Tenant’s expense by legal counsel reasonably satisfactory to Landlord.

18.2 Concurrent Negligence of Landlord and Tenant Relating to Construction, Repair and Maintenance Activities.

18.3 Waiver of Workers’ Compensation Immunity.

18.4 Provisions Specifically Negotiated.

19. INSURANCE.

19.1 Liability Insurance.

shall apply per location, including the Leased Premises, and have an occurrence limit not less than Two Million Dollars ($2,000,000). In the event Tenant obtains a policy with a general aggregate limit, Tenant shall immediately notify Landlord if claims covered by such policy or policies at any time are made against Tenant which claims exceed fifty percent (50%) or more of the aggregate limit. Notwithstanding the foregoing, if during the Lease Term, in Landlord’s reasonable judgment, the policy limits required hereunder are no longer adequate to provide reasonable protection to Landlord, Landlord may notify Tenant of such inadequacy and an appropriate level of coverage and Tenant, within thirty (30) days of receiving such a notice, shall obtain such additional amounts of insurance and provide Landlord with satisfactory evidence thereof. Reference may be made to policy amounts required by other landlords for similar space and operations in determining what is reasonable protection hereunder. The insurance required under this Section shall be with companies rated A-VII or better in Best’s Insurance Guide. Landlord, Kemper Development Company, and any other parties in interest designated by Landlord, shall be named as additional insureds. The insurance policy shall bear an endorsement that the policy shall not be cancelled or the policy limits reduced by endorsement below the coverage required by this Lease for any reason other than nonpayment of premiums except upon forty-five (45) days’ prior written notice to Landlord and only after ten (10) days’ prior written notice for non-payment of premiums. Tenant shall deliver to Landlord upon the Commencement Date and from time to time thereafter as requested by Landlord copies of all policies of such insurance or certificates thereof, including applicable endorsements, showing Landlord as an additional insured and the applicable policy limits thereof. In no event shall the limits of such policies be considered as limiting the liability of Tenant under this Lease.

(b) Service of Alcoholic Beverages . The insurance to be carried by Tenant pursuant to Section 19.1(a) above shall not exclude liability for violation of any governmental statute, ordinance, regulation or rule pertaining to the sale, gift, distribution or use of any alcoholic beverages, or liability by reason of the selling, serving or giving of any alcoholic beverage to a minor or to a person under the influence of alcohol or any other person, or which causes or contributes to the intoxication of any persons. Accordingly, the indemnification obligations in Section 18 of this Lease shall extend, as well, to damages occurring at locations other than the Leased Premises and resulting from risks insurable by any of the following (i) so‑called dram shop liability insurance, (ii) host liquor liability insurance or (iii) liquor legal liability insurance or otherwise related to the sale, gift, distribution or use of alcoholic beverages.

19.2 Property Insurance.

In addition to the insurance required by Sections 19.1 and 19.2, Tenant shall, at its own cost and expense, keep and maintain in full force and effect during the Lease Term, property insurance covering Tenant’s supplies, inventory and other personal property as well as all improvements, additions and modifications to or in the Leased Premises, in an amount equal to full replacement cost without co-insurance penalty. The insurance policy shall bear an endorsement that the policy shall not be canceled or the policy limits reduced below the coverage required by this Lease for any reason other than non-payment of premiums, except upon forty- five (45) days’ prior written notice to Landlord and only after ten (10) days’ prior written notice to Landlord for non-payment of premiums. Tenant shall deliver to Landlord upon the Commencement Date and from time to time thereafter as requested by Landlord copies of all policies of such insurance or certificates thereof.

19.3 Failure to Maintain.

installment of Rent hereunder. The failure to obtain or maintain any insurance required by this Section 19 shall constitute a material breach of this Lease.

19.4 Increase in Insurance Premium.

20. ASSIGNMENT AND SUBLEASING.

20.1 Assignment or Sublease.

specific assignment of this Lease; and (v) a change in control in any partnership tenant. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such assignment, subleasing or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, subleasing or transfer. If Landlord’s consent is requested for an assignment or sublease of all or a portion of the Leased Premises, Landlord shall have the right to terminate this Lease with respect to that portion of the Leased Premises for which such consent is requested, at the proposed effective date of such assignment or subleasing, and enter into the relationship of Landlord and Tenant with the proposed assignee or subtenant based on the rent (and/or other compensation) and term agreed to by such assignee or subtenant and otherwise upon the terms and conditions of this Lease. In connection with any sublease or assignment, Tenant shall promptly provide Landlord with fully executed copies of all assignment, sublease and assumption instruments.

20.2 Assignee Obligations.

20.3 Sublessee Obligations.

20.4 Conditional Consents.

Any consent by Landlord to any assignment or subleasing may be subject to any terms or conditions as Landlord shall determine appropriate (including but not limited to requiring that any and all guarantors of the Lease agree to continue to guarantee the Lease obligations after the assignment) and all such terms and conditions shall be binding upon any person holding by, under or through Tenant.

20.5 Attorneys’ Fees and Costs.

21. ADVERTISING.

22. LIENS.

No work performed by Tenant pursuant to this Lease shall be deemed to be for the immediate use and benefit of Landlord so that no mechanic’s, materialmen’s or other liens shall be allowed against the estate of Landlord by reason of any consent given by Landlord to Tenant to improve, alter or repair the Leased Premises. Tenant shall keep the Leased Premises, the Bank of America Building and Bellevue Place free and clear of all liens and encumbrances arising out of any work performed for, materials furnished to and obligations incurred by or on behalf of Tenant and Tenant shall indemnify and hold Landlord harmless from any liability from any and all costs, liabilities and expenses (including but not limited to attorneys’ fees and Landlord’s reasonable administrative costs and expenses) arising therefrom, Prior to commencing any improvement, alteration or repair work to the Leased Premises, Tenant shall provide to Landlord, at Tenant’s sole cost and expense, separate payment and performance bonds for such work and materials in an amount equal to either (i) the actual contract price if the contract price is fixed, or (ii) one and one-half (1-1/2) times the estimated cost of the improvements, alterations or repairs which Tenant desires to make within the Leased Premises if the contract price is not fixed. Such bonds shall cover the faithful performance of the contract and payment of all obligations arising therefrom and insure Landlord against any and all liability for mechanics’ and materialmen’s liens and other similar liens and insure the completion of such work. If any lien is filed against the Bank of America Building, Bellevue Place or the Leased Premises by any person claiming by, through or under Tenant, Tenant shall, at Tenant’s sole cost and expense, immediately discharge the same. If Tenant shall fail to cause such lien to be immediately discharged of record, then, in addition to any other right or remedy of Landlord, Landlord may bond or discharge the same by paying the amount claimed to be due, and the amount so paid by Landlord, including any reasonable attorney’s fees incurred by Landlord in defending against or responding to such lien or in procuring its discharge of record, shall be due and payable by Tenant as additional rent.

23. TENANT’S DEFAULT.

23.1 Default.

The following shall constitute defaults and breaches of this Lease by Tenant:

(d) Bankruptcy . The making by Tenant of any general assignment or general arrangement for the benefit of creditors; or the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt, or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant, the same is dismissed within sixty (60) days of filing); or the appointment of a trustee or a receiver to take possession of substantially all of Tenant’s assets located at the Leased Premises or of Tenant’s interest in this Lease, where such seizure is not discharged in thirty (30) days after appointment of such trustee or receiver, or the filing of the petition for the appointment of the same, whichever shall first occur.

23.2 Remedies in Default.

(a) Terminate the Lease . Terminate Tenant’s right to possession of the Leased Premises by any lawful means, in which case Tenant shall immediately surrender possession of the Leased Premises to Landlord. In such event, Landlord shall be entitled to recover from the Tenant all past due Rent, Additional Rent and Other Charges and all other amounts owed under the terms of this Lease; the expense of re-leasing the Leased Premises, including but not limited to the expense of renovating and alterations to the Leased Premises and any leasing commis-sions; reasonable attorneys’ fees and costs; the worth at the time of award by the court having jurisdiction thereof of the amount by which the unpaid Rent and Additional Rent called for herein for the balance of the Lease Term after the time of such award exceeds the amount of such loss for the same period that Tenant proves could be reasonably avoided (the “worth at the time of award” shall be determined by discounting such excess amount by the discount rate of the Federal Reserve Bank of San Francisco plus one percent (1%)); and any and all other damages arising from Tenant’s default or breach; or,

(c) Other Remedies . Pursue any other remedy or remedies now or hereafter available to Landlord under the laws or judicial decisions of the State of Washington.

23.3 Legal Expenses.

fees) incurred in the enforcement of the covenants, agreements, terms and conditions of this Lease (whether or not an action is instituted) and including any such costs and fees incurred by the prevailing party on any appeal.

23.4 Bankruptcy.

pay all monetary obligations required under this Lease, including without limitation, the payment of Rent and Additional Rent payable hereunder which is considered reasonable compensation for the use and occupancy of the Leased Premises; (3) provide Landlord a minimum of thirty (30) days’ prior written notice, unless a shorter period is agreed to in writing by the parties, of any proceeding relating to any assumption of this Lease or any intent to abandon the Leased Premises, which abandonment shall be deemed a rejection of this Lease; and (4) to perform to the benefit of Landlord as otherwise required under the Code. The failure of Tenant to comply with the above shall result in an automatic rejection of this Lease.

23.5 Remedies Cumulative - Waiver.

24. SUBORDINATION AND ATTORNMENT; MORTGAGEE PROTECTION.

24.1 Subordination - Notice to Mortgagee.

24.2 Mortgagee Protection Clause.

25. SURRENDER OF POSSESSION.

Subject to the terms of Sections 11, 13 and 16, upon expiration of the term of this Lease, whether by lapse of time or otherwise, Tenant shall promptly and peacefully surrender the Leased Premises to Landlord in as good condition as when received by Tenant from Landlord or as thereafter improved, reasonable use and wear and tear and damage by fire or other casualty excepted.

26. REMOVAL OF PROPERTY.

27. VOLUNTARY SURRENDER.

28. EMINENT DOMAIN.

28.1 Total Taking.

28.2 Constructive Taking of Entire Premises.

upon such date as Landlord shall specify in such notice but not earlier than sixty (60) days after the date of such notice.

28.3 Partial Taking.

28.4 Damages.

29. NOTICES.

Any notices required in accordance with any of the provisions herein, if to Landlord, shall be delivered in person or mailed by an express mail service, such as Federal Express or UPS, to the address of Landlord as set forth in Section 1.2 above or at such other place as Landlord may in writing from time to time direct to Tenant, and if to Tenant, shall be delivered in person or sent by an express mail service, such as Federal Express or UPS, to Tenant at the Leased Premises. If Tenant is more than one person or entity, any notice required or permitted hereunder may be given by or to any one thereof, and shall have the same force and effect as if given by or to all thereof. Any notices mailed to Tenant bearing the proper address and adequate postage for delivery shall be deemed effective upon deposit in the U.S. mail.

30. LANDLORD’S LIABILITY.

Anything in this Lease to the contrary notwithstanding, the covenants, undertakings and agreements herein made on the part of Landlord are made and intended not as personal covenants, undertakings and agreements for the purpose of binding Landlord personally or the assets of Landlord, but are made and intended for the purpose of binding only the Landlord’s interest in the Leased Premises and Bank of America Building, as the same may from time to time be encumbered. No personal liability or personal responsibility is assumed by, nor shall at any time be asserted or enforceable against Landlord or its partners or their respective heirs, legal representatives, successors, and assigns on account of the Lease or on account of any covenant, undertaking or agreement of Landlord in this Lease contained. Therefore, in consideration of the benefits accruing hereunder, Tenant and all successors and assigns covenant and agree that, in the event of any actual or alleged failure, breach or default hereunder by Landlord:

(a) The sole and exclusive remedy of Tenant shall be against the Landlord’s interest in the Leased Premises and the Bank of America Building;

(d) No judgment will be taken against any general or limited partner of Landlord;

(e) Any judgment taken against any general or limited partner of Landlord may be vacated and set aside at any time nunc pro tunc ;

(g) These covenants and agreements are enforceable both by Landlord and also by any general or limited partner of Landlord,

31. TENANT’S CERTIFICATES.

Landlord’s lenders. If Tenant fails to respond within ten (10) days of Tenant’s receipt of a written request by Landlord as herein provided, such failure shall be a material default under the terms and conditions of this Lease. In addition, Tenant shall be deemed to have given such certificate as above provided without modification and shall be deemed to have admitted the accuracy of any information supplied by Landlord to a prospective purchaser or mortgagee, that this Lease is in full force and effect, that there are no uncured defaults in Landlord’s performance, that the security deposit is as stated in the Lease and that no more than one month’s Rent has been paid in advance.

32. RIGHT TO PERFORM.

33. AUTHORITY.

34. PARKING AND COMMON AREAS.

34.1 Parking.

Landlord shall provide Tenant with two point seven (2.7) parking permits for each one thousand (1,000) square feet in the Rentable Area of the Leased Premises, at the current rate of One Hundred Ninety-one and 78/100 Dollars ($191.78) per parking permit per month (excluding tax), which monthly rate may increase from time to time during the Lease Term. If available, additional parking permits may be purchased by Tenant on a month to month basis at the rates set forth above. Tenant’s employees shall not park their vehicles in the automobile parking areas of the Common Areas and Facilities which may from time to time be designated for patrons of Bellevue Place. Landlord at all times shall have the right to designate the particular parking areas to be used by Tenant’s employees and any such designation may be changed from time to time. Tenant and its employees shall park their vehicles only in those portions of the Common Areas and Facilities, if any, designated for that purpose by Landlord. Tenant shall furnish Landlord with Tenant’s and Tenant’s employees’ state vehicle license numbers within fifteen (15) days after Tenant opens for business in the Leased Premises and Tenant shall thereafter notify Landlord of any changes within two (2) days after such change occurs. If Tenant or its employees fail to park their vehicles in designated parking areas, then Landlord, without limiting any other remedy Landlord may have, may charge Tenant a minimum of Ten Dollars ($10.00) per day for each day or partial day for each vehicle improperly parked; provided, however, Landlord shall give Tenant written notice of the first violation of this provision and Tenant shall have two (2) days thereafter within which to cause the

violation to be discontinued; and if not discontinued within such two-day period, then the vehicle fines shall commence. After notice of the first such violation, no notice of any subsequent violation shall be required prior to the imposition of any parking fine. All amounts due under the provisions of this Section shall be additional rent and due and payable by Tenant within ten (10) days after demand therefor. Tenant shall notify its employees in writing of the provisions of this Section.

34.2 Common Areas.

35. TRANSPORTATION MANAGEMENT PROGRAM.

36. QUIET ENJOYMENT.

37. GENERAL.

37.1 Captions.

Any section or paragraph titles or captions are for convenience only and shall not be deemed to define, limit or otherwise modify the scope and intent of this Lease or any provision thereof.

37.2 Bellevue Place Rent and Income.

37.3 Successors or Assigns.

37.4 Tenant Defined.

The word “Tenant” as used herein shall mean each and every person, partnership, limited liability company or corporation who is mentioned as a Tenant herein or who executes this Lease as Tenant.

37.5 Lost Security or Access Key Card.

37.6 Landlord’s Consent.

Unless otherwise specifically stated herein, whenever Landlord’s consent or approval is required, Landlord’s consent or approval may be withheld in Landlord’s sole subjective discretion.

37.7 Broker’s Commission.

Tenant represents and warrants to Landlord it has incurred no liabilities or claims for brokerage commissions or finder’s fees in connection with the execution of this Lease and it has not dealt with or has any knowledge of any real estate broker, agent or salesperson in connection with this Lease except Broderick Group, Inc., which represents both Landlord and Tenant. Each party agrees to indemnify and hold the other parties harmless from all such liabilities or claims (including, without limitation, attorneys’ fees) by anyone other than Broderick Group, Inc.

37.8 Partial Invalidity.

37.9 Recording.

37.10 Joint Obligation.

If there is more than one Tenant, the obligations hereunder imposed shall be joint and several.

37.11 Time.

Time is of the essence of this Lease and each and all of its provisions which performance is a factor.

37.12 Prior Agreements.

37.13 Inability to Perform.

37.14 Transfer of Landlord’s Interest.

37.15 No Light, Air or View Easement.

37.16 Reciprocal Easement Agreements.

37.17 Waiver.

37.18 Name.

37.19 Choice of Law - Venue.

37.20 OFAC Certification.

(a) Certification . Tenant certifies that:

IN WITNESS WHEREOF this Lease has been executed the day and year first above set forth.



LANDLORD		TENANT

BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company		SMARTSHEET.COM, INC., a Washington corporation
By:	KEMPER DEVELOPMENT	By:	/s/ Mark Mader
	COMPANY, a Washington corporation,		Mark Mader, CEO
	Its Manager

By:	/s/ James E. Melby
	James E. Melby
	Its President



STATE OF WASHINGTON	)
	) ss:
COUNTY OF KING	)

On this 3 day of March , 2016, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared JAMES E. MELBY, to me known to

be the President of KEMPER DEVELOPMENT COMPANY, a Washington corporation, as the Manager of BELLEVUE PLACE OFFICE, LLC, the limited liability company that executed the foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written.



	/s/ Katie Kirkness
(SEAL)	Type Notary Name:	Katie Kirkness
	Notary Public in and for the State of
	Washington, residing at	Shoreline
	My commission expires	9.20.17



STATE OF WASHINGTON	)
	) ss:
COUNTY OF KING	)

On this 9th day of February , 2016, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared MARK MADER, to me known to be the CEO of SMARTSHEET.COM, INC., a Washington corporation, the corporation named in and which executed the foregoing instrument, and he acknowledged to me that he signed the same as the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, being authorized to do so.

WITNESS my hand and official seal the day and year in this certificate above written.



	/s/ Lauren Chievichetti
(SEAL)	Type Notary Name:	Lauren Chievichetti
	Notary Public in and for the State of
	Washington, residing at	Seattle
	My commission expires	10/9/16

OFFICE LEASE EXHIBITS


Exhibit “A” ‑	Legal Description of Bellevue Place.


Exhibit “B” ‑	Site Plan of Bellevue Place.


Exhibit “C” ‑	Floor Plan of the Leased Premises.


Exhibit “D” ‑	Tenant Design & Construction Manual (including Base Building Finish Condition).


Exhibit “E” ‑	Rules and Regulations.


Exhibit “F” ‑	Bellevue Place Transportation Management Agreement.


Exhibit “G” ‑	Form of Tenant Estoppel Certificate.


Exhibit “H” ‑	Form of Subordination Agreement to Reciprocal Easement Agreement.

EXHIBIT A

LEGAL DESCRIPTION OF BELLEVUE PLACE

New Lots 3, 4, 5 and 6 of Boundary Line Adjustment No. 07-117859, recorded in King County, Washington on November 29, 2007, under recording number 20071129900004;

TOGETHER WITH:

Lots 11, 12, 13, and 14, Bellevue Realty Redwood Addition, according to the Plat recorded in Volume 54 of Plats, Page 28, in King County, WA;

EXCEPT:

The north 0.70 feet of said Lot 14 lying westerly of the easterly 74 feet of said Lot 14 and easterly of the westerly 19 feet of said Lot 14.

EXHIBIT B

SITE PLAN OF BELLEVUE PLACE

(see attached)

EXHIBIT C

FLOOR PLAN OF THE LEASED PREMISES

EXHIBIT D

TENANT DESIGN & CONSTRUCTION MANUAL

(including Base Building Finish Condition)

(see attached)



Tenant Design & Construction Manual 2014	1

Tenant Design &

Construction Manual

2014

Bellevue Place Building

Bank of America Building

Bellevue, Washington

Exhibit “D” to the Lease

Office Criteria



Tenant Design & Construction Manual 2014	2

Thank you for choosing to locate your firm at Bellevue Place and we look forward to working with you during the design and construction of your Leased Premises.



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Introduction



Contents
ARTICLE I: Building Description				5
	Section 1.01: Design Concept			5
	Section 1.02: Construction Type			6
	Section 1.03: Vicinity Map, Site Plan			7
Article II: Directory Of Landlords Representatives, Consultants, And Government Agencies				8
	A. Landlord’s Representatives			8
	B. Government Agencies			9
	C. Utility Services			9
Article III: Tenant Improvement Design And Landlord Approval Process				10
	Section 3.01: Description of Tenant’s Additional Improvements and Design Criteria			10
		Method of Measuring Tenant Spaces		10
	Section 3.02: Design Criteria			11
	Section 3.03: Standard Specifications			12
		Shell Perimeter Walls, Corridor Walls, Demising Partitions, and Ceilings		12
			Perimeter Walls	12
			Corridor Walls	12
			Demising Partitions	12
			Standard Partitions	12
			Column/finish Treatment	12
			Ceiling	13
		Doors, Frames and Hardware		13
		Paint		13
		Flooring		13
		Penetrations, Welding and Hot Work		14
		Waterproofing		14
		Plumbing		14
		Mechanical		15
		Electrical		18
		Structural and Roof		20
		Fire/Life Safety, Fire Sprinklers and Testing		20
		Communication System		21
		Satellite Dish		21
	Section 3.04: Existing Building Conditions			21
	Section 3.05: Design Submittal Requirements			22
		A. Preliminary Submittal		22
		B. Final Submittal		22
		Permits		23
		Mechanical/Electrical Schedule		24
		Start-up and air balance request		25



Tenant Design & Construction Manual 2014	4



Article IV: CONSTRUCTION PHASE			26
	Section 4.01: Construction Agreement		26
	Section 4.02: Preconstruction Meeting		26
		Construction Contract and Schedule of Values	26
		Bonds	26
		Certificate of Insurance	27
		Acceptance of Leased Premises	27
		Construction Schedule	27
		Building Permit	27
		Subcontractor List	27
		Construction Deposit	27
		Signed Lease and Delivery of Security Deposit	27
	Section 4.03: Tenant Contractor Rules and Regulations		27
		General Contractor Responsibility	28
		Superintendent	28
		Subcontractors	28
		Excessive Noise and Odors	28
		Smoking	28
		Damage	28
		Storage	28
		Trash and Dumpsters	28
		Dust and Dirt	28
		Delivery and Parking	28
		Working Hours	28
		Contractor Signage	29
		Construction Barricade	29
	Section 4.04: Demolition		29
	Section 4.05: Penetrations, Welding and Hot Work		29
	Section 4.06: Fire Pre-Test/Final Test Procedures		29
	Section 4.07: Stopping the Work		30
	Section 4.08: Construction Completion and Closeout		30
	Section 4.09: Tenant Improvement Checklist		31
Article V: MISCELLANEOUS FORMS			32
		Contractor Rules	34
		Pre/Post Demo MEP Inspection Form	35
		Emergency Fire Sprinkler Containment Kit Instructions	36
		Fire System Sprinkler Drain and Re-fill Procedure	37
		Hot Work Permit Sample	38
Article VI: TYPICAL DETAILS (11/22/2010)			39



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ARTICLE I: BUILDING DESCRIPTION

Section 1.01: Design Concept

Building Description

Bellevue Place is connected to Lincoln Square by both a sky bridge and a tunnel for easy access to additional merchants of The Bellevue Collection.

Section 1.02: Construction Type

All designs must be consistent with the International Building Code and the City of Bellevue Amend- ments. The following general code information may assist in the design of the Leased Premises.

Bellevue Place Corner Building :

All levels are reinforced concrete slabs with concrete beams and joists.

Bank of America Building :

All levels are reinforced concrete slabs with concrete beams and joists.

Wintergarden :

Reinforced concrete slabs with concrete beams and joists or steel beams with concrete over steel deck floors.



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Section 1.03: Vicinity Map, Site Plan



Tenant Design & Construction Manual 2014	7

Article II: DIRECTORY OF LANDLORDS REPRESENTITIVES, CONSULTANTS, AND GOVERNMENT AGENCIES


A.	Landlord’s Representatives :

Landlord Bellevue Place Office, LLC

Kemper Development Company

575 Bellevue Square

Bellevue, Washington 98004

Sr. VP of Design & Construction - Daniel P. Meyers, AIA

Tenant Coordinator/Project Manager - Tony Cook

(425) 646-3660 or tony.cook@kemperdc.com

Management Office Bellevue Place Office Building

10500 NE 8th Street, Suite 215

Bellevue, Washington 98004

VP of Property Management - Phillip Scott

(425) 460-5840 or (206) 861-5770 or Phillip.scott@kemperdc.com

Security - (425) 460-5730

Landlord’s Legal Representative Perkins Coie LLP

0885 NE 4th Street, Suite 700

Bellevue, Washington 98004

Attn: Craig Gilbert

(425) 635-1400 Fax (425) 635-2400

Project Architect Sclater Partners Architects, P.C.

414 Olive Way, Suite 300

Seattle, Washington 98101

Attn: Craig Kasman

(206) 624-8682 Fax (206) 621-8445

Space Planner JPC Architects

909 112th Ave. NE, Suite 206

Bellevue, WA 98004

Attn: Amy Nichols

(425) 641-9200

Structural Engineer Cary Kopczynski & Co.

10500 NE 8th Street, Suite 800

Bellevue, Washington 98004

(425) 455-2144 Fax (425) 455-2091

Electrical Contractor Nelson Electric

9620 Stone Avenue N, Suite 201

Seattle, Washington 98103

(206) 523-4525 Fax (206) 527-9539

Fire Protection Contractor Patriot Fire Protection Inc.

2707 70th Avenue E

Tacoma, Washington 98424

(253) 926-2290 Fax (253) 922-6150



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Fire Alarm Contractor SimplexGrinnell

9520 10th Avenue S, Suite 100

Seattle, WA 98108

(206) 291-1400 Fax (206) 291-1500

Mechanical Engineer & Contractor MacDonald Miller Facility Solutions

7717 Detroit Avenue SW

Seattle, Washington 98106

Attn: Jon Sigmund

(206) 768-4222 Fax (206) 768-4223

Roofing Contractor Snyder Roofing

20203 Broadway Avenue

Snohomish, Washington 98296

(425) 402-1848


B.	Government Agencies:

Building Department City of Bellevue - Design and Development

P.O. Box 90012

Bellevue, Washington 98009

(425) 452-6864

Fire Department Bellevue Fire Prevention Bureau

766 Bellevue Way S.E.

Bellevue, Washington 98004

(425) 452-6872


C.	Utility Services:

Water Water and Sewer Utilities City of Bellevue

P.O. Box 90012

Bellevue, Washington 98009

(425) 455-6864

Electricity Puget Sound Energy

10608 NE Fourth Street

Bellevue, Washington 98004

New Services

(425) 455-5120

Telephone CenturyLink

Business Services

(800) 603-6000



Tenant Design & Construction Manual 2014	9

Article III: TENANT IMPROVEMENT DESIGN AND LANDLORD APPROVAL PROCESS

Section 3.01: Description of Tenant’s Additional Improvements and Design Criteria

Method of Measuring Tenant Spaces

Standard Building Owners and Managers Association International (BOMA) calculations are used to measure tenant spaces.



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Section 3.02: Design Criteria

Design Process

Planning and construction for the Leased Premises in both the Bank of America Building and Bellevue Place Corner Building are broken into two phases:


-	Schematic Phase (Space plan)


-	Construction Document Phase (Working drawings)

Depending on the Lease, there are two different ways the design and construction process will proceed:

Schematic Phase


•	Dimensions of all walls, openings and other space planning features


•	Reflected ceiling plan; locating the ceiling grid and light fixtures


•	Power and telephone plan; including specific requirements for computers and other dedicated circuits


•	Location and dimensions of all slab penetrations


•	HVAC modifications/requirements


•	Plumbing modifications/requirements


•	Number of personnel to occupy the space


•	Number, size and relationship of private offices


•	Conference room requirements


•	Reception area requirements


•	Storage and office support requirements


•	Equipment needs



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Section 3.03: Standard Specifications

Shell Perimeter Walls, Corridor Walls, Demising Partitions, and Ceilings

Perimeter Walls

Tenant is responsible for replacing the batt insulation with rigid insulation if improvements affect shell perimeter walls.

Standard specification:

Sill height shall be 2’5” with 2” aluminum frame at windows with GWB installed below sill.

Corridor Walls

Standard specification:

Corridor partitions must be built with one-hour construction rating with a demising wall on one side of the corridor, core shaft wall opposite side, with one-hour rated ceiling above.

Demising Partitions

Standard specification:

2 1/2” 25-gauge galvanized steel studs at 24” on center.

Partition height shall be 8’6”.

Continuous acoustical sealant at base of GWB on both sides.

Wall terminated at underside of acoustic ceiling.

1/2” reveal to be painted black.

2 - 1/2” USG Thermafiber Sound attenuation batts floor to ceiling in stud cavity.

2 - 1/2” Thermafiber Sound attenuation blanket 2’0” each side of partition in ceiling plenum.

Standard Partitions

Standard specification:

2 1/2” 25-gauge galvanized steel studs at 24” on center.

Partition height shall be 8’6”.

5/8” gypsum wallboard each side, smooth finishes.

Wall terminated at underside of acoustic ceiling.

1/2” reveal to be painted black.

Column Finish Treatment

5/8” GWB wrapped all exposed sides.



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Ceiling

All mechanical equipment suspended within the Leased Premises shall be designed and installed with vibration isolators.

Standard specification for Acoustic Ceiling:

Typical finished ceiling heights are 8’6” with an exposed thin grid system, 2’x4’.

Mineral fiber lay-in panels, 2’x4’, regular 2’x2’ edge detail, fissured pattern.

Doors, Frames, Hardware

Standard specification:

Suite entry doors - 3’0” x 7’10” x 1-3/4”.

Cherry, plain sliced, center book matched.

20-Minute labeled door assembly, smoke tight.

Frame - cherry.

Hardware - US26 D satin chrome.

One lockset with lever handles, two pair butts, one closer, and wall bumper. All proximity card readers must be black, surface mounted and approved by Landlord.

Standard interior door - 3’0” x 7’10” x 1-3/4”.

Door opening size - 3’0” x 7’0”.

Cherry, plain sliced, center book matched.

Frame - cherry.

Hardware - US26 D satin chrome.

One lockset with lever handles, two pair butts, and wall bumper.

Paint

One coat latex primer-sealer, two coats latex eggshell emulsion. Color to be selected by Tenant from the Leased Premises Standard Finish Selection or otherwise approved by Landlord.

Flooring

Any penetrations through a fire-rated assembly are to be minimally fire-rated to the equivalent of the original assembly.

Standard specification:

Carpets must be 30 ounce cut pile, chosen from the Leased Premises Standard Finish Selection or approved by Landlord.



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Base must be resilient, 4” rubber base at carpeted floor. Color selected by Tenant from the Leased Premises Standard Finish Selection or approved by Landlord.

Penetrations, Welding, Hot Work

Any welding requires the prior authorization of Landlord and Hot Work Permits are required, which can be obtained through Bellevue Place Security (425) 460-5730. See page 38 to view a sample.

In addition, Tenant’s contractor must ensure that all appropriate safety requirements are met and the following items provided:


•	Protection screens to isolate the area from slashes and sparks


•	Flashback arrestor fitted to the inlet connection of the welding and cutting blowpipes


•	Fire extinguishers


•	Fire Watch by outside vendor or Bellevue Place Security

Waterproofing

Acceptable waterproofing products are manufactured by:

Siplast -- http://www.siplast-international.com

Local Representative -- Brad Viles (425) 391-6893

Kemper -- http://www.kempersystem.co.uk/p_fasttrack.html

Local Representative -- Roland Wieth (253) 606-6936

Installation shall comply with all written installation guidelines and published details.

Installing contractors shall be approved by the manufacturer.

Wetherholt and Associates shall be retained by Tenant to provide:


•	Pre-installation meeting of all parties associated with waterproofing.


•	Periodic part time inspection with a minimum of three site visits a week.


•	Review the start and end of all required water tests.

Contact Jeorge Hopkins, Wetherholt & Associates Inc. (425) 822-8397

Plumbing

Tenant shall provide shut-off valves in the supply piping to every fixture. Toilet rooms with flush valves shall have a dedicated shut off valve to isolate the toilet room from the larger system.



Tenant Design & Construction Manual 2014	14

primers exist and are functioning properly.

All plumbing equipment and material required by Tenant shall become the property of Landlord upon installation.

If Tenant use requirements dictate upsizing of services, all associated costs shall be borne by Tenant.

Tenant shall install air chambers or shock absorbers in piping system to prevent noise and damage due to water hammer.

Waste and vent piping, shall be service weight cast iron, with no-hub fittings. Alternate materials are not accepted.

All plumbing equipment and material required by Tenant shall become the property of Landlord upon installation.

Mechanical

The mechanical contractor is responsible for the following:


·	Verify design criteria based on original design, ventilation ratios, and load calculations.


·	Inspect the existing space and compare the as-built records to the current conditions and notify Landlord of discrepancies. Landlord will make a determination of further work based on observations.


·	Removal of all existing fan coil units where there aren’t 24 hour cooling requirements, including all ductwork and piping. All removed equipment must be returned to Landlord.


·	When removing CWFC (fan coil units), the chilled water and condensate pipes must be removed back to the closest “T”. Valves with caps should be provided for future use if not already existing.


·	Re-balance all VAV zones in the remodeled space, regardless if diffuser modifications where made.


·	Verify all VAV bottom service access panels are accessible for future use.



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All HVAC equipment and material required by Tenant shall become the property of Landlord upon installation.

Smoke Control System:

Equipment replacement is recommended for any units that are oversized so as to promote energy conservation.

Environmental Design Conditions:



Tenant Design & Construction Manual 2014	16

The heating system will be based on the ASHRAE 99.6% design temperature of 24°F. The design will incorporate heating season indoor temperatures of 78° +/- 2°F in occupied areas.

Ventilation Rates:

Humidity Control:

Humidity control is not provided in the system. Tenant may need to provide humidity control as part of their system.

Building Internal Loads:

Building internal loads are based on ASHRAE recommendations. Factors impacting the building’s internal loads are:


•	Occupant Density - Densities will be based on 1 person for every 265 square feet.


•	Lighting Loads - Loads will be coordinated with the electrical engineer. Lighting loads will be in the approximate range of 0.5 to 2.0 watts per square foot depending on the space usage.


•	Miscellaneous Equipment Loads - Loads will be in the approximate range of 0.5 to 5.0 watts per square foot depending on use.

Heating System:

Shell and core and tenant system consist of electric heating at the VAV boxes.

All new and replacement equipment must exceed the current energy codes.

Variable Air Volume Boxes (VAV’s), for both the Bank of America Building & Bellevue Place Corner Building:

The following rooms must have a dedicated VAV zone:


·	Conference rooms with 6 or more people


·	Training rooms


·	Corner offices

All new and replacement VAV’s are required to be submitted to Landlord’s mechanical contractor with associated load calculations for approval, prior installation.

Chilled Water Fan Coil Units (CHW FCU’s), for both the Bank of America Building & Bellevue Place Corner Building:



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All chilled water system piping, equipment and accessories installed at or below the 7th floor must be considered “high pressure” and be rated for greater than 150 psi working pressure.

Typical electrical must be 277/1.

Tenant’s mechanical contractor must provide controls per building standard with 2-way chilled water control valve.

Condensate must be sloped to an appropriate drain location per local codes and add a plenum rated condensate pump if required. Pan overflow alarm and connection to BMS should also be included.

Condenser Water System for both the Bank of America Building & Bellevue Place Corner Building:

Water source heat pumps shall not be connected to the condenser water system.

Electrical



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control relay panels and other lighting controls as required to meet Washington State Energy Code within the Leased Premises. Space will not be provided to Tenant in building electrical rooms.

Installed lighting fixtures and control systems must comply with the Washington State Nonresidential Energy Code, and calculations showing compliance with code need to be specified on the drawings.

If you require information relating to the purpose or source of cables in your space, contact Landlord. Under no circumstances should any cables be cut.

Landlord’s electrical contractor is to perform all work outside of the Leased Premises, including tie-in to main electrical panels.

Panel schedules must be updated at the closeout of each project. Circuits in multi-tenant panels must be identified by Tenant name and description of area served.

Tenants with high energy usage (server rooms, multiple computers per desk, etc.) may be required to install an electrical sub meter at Landlord’s discretion at Tenant’s cost.

Lighting

Tenant shall be responsible for upgrading all lighting within the Leased Premises to the following specifications, if not already completed:

Fixture : LIGHTOLIER, Coffaire II Recessed Fluorescent Direct/Indirect - 2’x4’ with Perforated Basket, Air Return, 2 Lamp T8

Bulb : T8, 32 WATT, 3500K

Single-floor Tenant’s elevator lobby and corridor lighting to be reviewed and approved by Landlord and provided by Tenant.

Standard specification:

Outlets - Wall-mounted 12” above finished floor unless otherwise specified.

Telephone/CRT Outlets - Wall-mounted 12” above finished floor unless otherwise specified.

Exit signs - Universal standard exit sign with stencil face and arrows as required.



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Structural and Roofing

Structural

Any alterations, additions or reinforcements to the building to accommodate Tenant’s work shall be at Tenant’s sole cost and expense and require Landlord’s prior approval.

Roof

Fire and Life Safety, Fire Sprinklers, Fire Extinguishers

Fire/Life Safety - Mechanical

The building is equipped with a smoke control system, that consists of dampers on each floor. The system must remain unaltered unless Landlord has permitted otherwise.

Fire/Life Safety - Electrical

Standard specification:

Smoke detectors must be surface-mounted.

Emergency speakers should be flush-mounted, 6 1/2” square frame.

Automatic Sprinkler System

Tenant is required to submit system design for review and approval prior to beginning work. Tenant shall not proceed with any ceiling work until notified of sprinkler rough-in and inspection.



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A vertical clearance of eighteen inches (18”) must be maintained from sprinkler heads to any shelf storage or materials that could impair water distribution.

Slab penetrations shall be core drilled, sleeved, fire-safe, and waterproofed. Tenant shall have all core drill locations approved by Landlord.

Finished Ceilings - Reliable “G4A” concealed, 165 degree, 1/2” orifice, white paint finish or equivalent, SIN: R5415.

Any other sprinkler finish must be specified by Tenant’s architect.

Impairment of the sprinkler systems requires drain and re-fill procedures to be followed. Please refer to the Fire System Sprinkler Drain and Re-Fill Procedure Form on page 35.

Fire Extinguishers

Tenant shall provide fire extinguishers as required by the City of Bellevue.

Fire Extinguishers shall be 2A10BC type. Fire extinguishers shall be mounted in semi-recessed 1/2” stainless steel flat trim type cabinets.

Communication System

Satellite Dish

A Satellite Dish License Agreement must be executed prior to equipment being installed.

Section 3.04: Existing Building Conditions

· Concrete floor slab is generally smooth-finished concrete without depressed or raised areas.

· Structural framing is reinforced concrete.

· Floor load capacity is ninety-five (95) pounds per square foot.

· Typical structural bay size:

· Bank of America Building: 30’ x 33’

· Bellevue Place Building: Varies

· Typical floor-to-floor heights:

· Bank of America Building 2nd floor: 14’0”

· Bank of America Building 3rd floor and above: 12’2”

· Bellevue Place Corner Building 2nd floor: 14’0”

· Bellevue Place Corner Building 3rd floor and above: 12’6”



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Doors, Frames, Hardware

Wood finish on cherry: medium stain with multiple coats of hand-rubbed lacquer.

Paint

One coat latex primer-sealer, two coats latex eggshell emulsion.

Section 3.05: Design Submittal Requirements

Landlord’s review and approval process of the complete Tenant Design Package must be completed prior to Tenant commencing any work.

A. Preliminary Submittal

Tenant shall submit to Landlord an electronic Preliminary Submittal (PDF format):

Floor Plan, at 1/4” = 1’-0” scale

Reflected Ceiling Plan, at 1/4” = 1’-0” scale

Entry Elevation, at 1/4” = 1’-0” scale

Mechanical Plan, at 1/4” = 1’0” scale

Finish Schedule with Color Samples

The purpose of the Preliminary Submittal is to determine general conformity with the design criteria.

B. Final Submittal

Tenant shall submit a Final Submittal , in PDF format, to Landlord. It shall include the following:

Architectural Drawings:

Floor Plan, at 1/4” = 1’-0” scale



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Longitudinal Section, at 1/4” = 1’-0” scale

Interior Elevations, at 1/4” = 1’-0” scale

Reflected Ceiling Plan, at 1/4” = 1’-0” scale

Partition Wall Sections, at 1/2” = 1’-0” scale

Door, Finish and Color Schedules and Samples

Specifications

Mechanical Drawings:

HVAC Distribution Plan, at 1/4” = 1’- 0” scale

Controls Plan

Reflected Ceiling Plan, at 1/4” = 1’- 0” scale

Mechanical/Electrical Schedule

Plumbing Plan, at 1/4” = 1’- 0” scale

Plumbing Fixture Units Schedule

Specifications

Plumbing and Mechanical plans must be stamped by a professional engineer currently licensed in the State of Washington.

Complete Mechanical/Electrical Schedule and Plumbing Fixture Units Schedule, located in this manual.

Electrical Drawings:

Floor Plan showing light fixtures, switches, receptacles and equipment

Branch circuit wiring and circuiting

Riser diagram and load summary

Panel Schedules

Specifications

Light Fixture Schedule

Fire Alarm Plan

Fire Sprinkler Layout/Plan

Calculations showing compliance with the Washington State Energy Code

Permits

Building Department City of Bellevue - Design and Development

P.O. Box 90012

Bellevue, Washington 98009

(425) 452-6864

Fire Department Bellevue Fire Prevention Bureau

766 Bellevue Way S.E.

Bellevue, Washington 98004

(425) 452-6872



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MECHANICAL/ELECTRICAL SCHEDULE

Submit only one completed form.



Prepared by:

Mechanical	Phone	Date

Electrical	Phone	Date

1. Tenant Name _____________________________________________ Space# ___________

2. Tenant Drawing #’s: Mechanical ____________________________ Electrical ___________

3. Floor Area _______________________ Square Feet

4. Electrical Load Breakdown

A. Interior Lighting __________ Watts

B. Signage __________ Watts

C. Appliances __________ Watts

D. Receptacles __________ Watts

E. HVAC Equipment __________ Watts

F. Electric Water Heater ___________ Watts

G. Miscellaneous Elect. Equipment ___________ Watts

H. Total Connected Electrical Load __________ Watts, _______ Watts per Square Foot

5. Cooling Load Breakdown

A. Lighting In Space __________ BTUH

B. People __________ BTUH

C. Infiltration __________ BTUH

D. Ventilation __________ BTUH

E. Solar and Transmission Gains __________ BTUH

F. Electrical Transformer __________ BTUH

G. Misc. Heat Generating Equipment Watts or __________ BTUH

H. Space Sensible Cooling Load __________ BTUH

I. Space Latent Cooling Load __________ BTUH

J. Total Space Cooling Load __________ BTUH

6. Toilet Exhaust __________ CFM

PLUMBING FIXTURE UNITS SCHEDULE

Prepared by: _________________________________________________________

Engineer __________________________________ Phone ______________ Date ____________

1. Tenant Name ________________________________________________ Space# ___________

2. Tenant Drawing #’s: Plumbing ________________________________________________________

3. Fixture units



Water closets	Total fixture units	Grease waste fixture units
Lavatories	Total fixture units	Sanitary waste fixture units
Sinks	Total fixture units	Vent Fixture Units
Water fountains	Total fixture units
Other
	Total fixture units
	Total fixture units
	Total fixture units



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START-UP AND AIR BALANCE REQUEST

In order to save time during start-up, inspection, and balance of your Tenant space HVAC units, the following checklist is to be completed and returned to Landlord when requesting start-up:



1.	Tenant Name	Space#

2.	Contractor Contace	Phone

3.	Mech. Contractor Contact	Phone

4.	Elec. Contractor Contact	Phone

5.	Electrical Yes No Remarks
	AC or FCU/CU Unit numbers
	Disconnects mounted?
	Power to the disconnects?
	Voltage to the disconnects correct?
	Correct size wire to the unit?
	Proper size fuses installed?
	Thermostat mounted and wired?
	Duct heaters disconnects/fuses installed?

6.	Sheet Metal Yes No Remarks
	Mech. design review passed?
	Duct work complete?
	Diffusers in?
	Damper installed for each supply grill?
	Return air system installed?
	Restroom exhaust installed?



Date	Signed
		Contractor



	Start-up Remarks (for Landlord’s use)



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Article IV: CONSTRUCTION PHASE

Section 4.01: Construction Agreement

Tenant must use only general contractors who are bondable, reputable and have an understanding of local codes and subcontractors. All contractors must be approved by Landlord.

Tenant shall contract with Landlord’s specified contractor at Tenant’s expense for the following work:

Snyder Roofing:


•	Roofing, flashing, counter-flashing, roof penetrations, roof repairs and curbs

Patriot Fire Protection Inc.:


•	Automatic Fire Sprinkler System including engineering

MacDonald Miller Facility Solutions:


•	Low voltage control wiring between the energy management system and Tenant’s HVAC equipment


•	Installation of HVAC equipment and mechanical work outside of the Leased Premises


•	Start-up, testing, and air balance of HVAC equipment

Nelson Electric:


•	Connection to building fire alarm system and building house panels


•	Electrical rooftop work

Section 4.02: Preconstruction Meeting

Construction Contract and Schedule of Values

Tenant shall provide Landlord with a copy of the contract between Tenant and contractor, including the Schedule of Values.

Payment and Performance Bonds

Contractor shall notify Landlord immediately in writing if Tenant fails to pay such contractor in accordance with the terms of the contract.



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Certificate of Insurance

Acceptance of Leased Premises

Tenant and Tenant’s contractor shall accept the Leased Premises prior to starting any demolition or construction.

Construction Schedule

Building Permit

A building permit must be issued by the City of Bellevue prior to commencing work. The permit must be prominently displayed in the Leased Premises throughout the construction period.

Subcontractor List

Contractors shall supply Landlord’s Tenant Coordinator with a list of all subcontractors to be used with both contact names and phone numbers.

Construction Deposit

If there are no costs or charges, the deposit will be returned in full upon completion of the project.

Signed Lease and Delivery of Security Deposit

Section 4.03: Tenant Contractor Rules and Regulations

Tenant’s contractors shall comply with the following regulations established by Bellevue Place:

General Contractor Responsibility



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ordinances, rules and regulations relating thereto. Any delays in the completion of the improvements shall be at Tenant’s expense and shall not delay the commencement of the monthly rent.

Superintendent

Subcontractors

Excessive Noise and Odors

Smoking

Damage

Storage

Tenant’s contractor shall contain its operation and shall store its materials within the Leased Premises.

Trash and Dumpsters

Dust and Dirt

Tracking dirt and dust into the common area is prohibited. Contractor’s employees should remove as much dirt and dust as possible before entering the common area.

Delivery and Parking

Contractors shall only utilize the freight elevator for access, not passenger elevators.



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Working Hours and Access

Contractor keys are not issued to contractors unless previously approved by Landlord.

Under no circumstances are any doors, locks, or latches to be tampered with, taped, or disabled outside of the construction space.

Contractor Signage

Tenant’s contractor or subcontractor shall not post signs on any part of the building or Leased Premises.

Construction Barricade

Metal Stud & Drywall Structure

The barricade will be constructed of metal studs and drywall. It is to be taped, sanded, and painted.

Section 4.04: Demolition

Section 4.05: Penetrations, Welding and Hot Work

Section 4.06: Fire Pre-Test/Final Test Procedures

Section 4.07: Stopping the Work



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management, they will stop the work. It is the responsibility of Tenant’s construction manager and contractor to rectify any adverse impact to the schedule caused by any such stoppage of work.

Section 4.08: Construction Completion and Closeout

Section 4.09: Tenant Improvement Checklist

Prior to construction, the following list must be satisfied and/or submitted to the Landlord:


•	Lease signed


•	Security Deposit received


•	Preliminary Submittal


•	Landlord Approval


•	Final Submittal


•	Mechanical Approval


•	Electrical Approval

Tenant or Tenant’s contractor delivers to Landlord:


•	Copy of Building Permit


•	Construction Contract, including Schedule of Values


•	Certificate of Insurance


•	Payment Bond


•	Performance Bond


•	Construction Schedule


•	Construction Deposit


•	Subcontractor List

Prior to occupancy, the following must be submitted to Landlord:


•	Copy of signed Permit Inspection Record from the City of Bellevue


•	Certificate of Substantial Completion


•	Completed Punch List signed off by Landlord


•	As-Built drawings (AutoCAD and PDF format) to Landlord


•	Waterproofing Certificate/Warranty



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