Avalara Q2 2022 Financial Analysis

10 Avalara Appears to Be Applying the Wrong Price to Its Post-Earnings Premium Analysis Even if Avalara's stock had declined 10% after Q2 earnings, the Vista premium would still have been underwhelming, in our view Transaction multiple and premium would be even higher if potential effects of post-Q2 trading and estimate revision are considered Avalara Illustrative Transaction Premium Given Theoretical Post-Earnings Stock Movement¹ We believe undisturbed price and consensus estimates would likely have been lower given Q2 earnings and likely downward guidance revision illustrative implied Deal Premia 90% Illustrative Impiled Deal Multiples 80% Illustrative Offer Price: $93.50 Undisturbed Price Implied Deal Premium lustrative Implied Deal 70% Transaction EV 58.4bn NTM Revenue Multiple 60% 0% $73.54 27% 0% 5957 8.8 x 50% (10) 66.19 41 (2) 938 9.0 trative Post- Blustrative Post- Earnings Stock Earnings Consensus Movement Revenue Revision 1201 58.83 59 (4) 919 92 40% 27% 30% 41% 26% 20% 13% 130) $1,48 82 9000 94 10% U.S. Publie Software All-Cach Transactions >51bn Since 2012: 24% Median Source Fixibe Avc 3 0% Post-Earnings Stock Movement 0% -10% Avalara's Flawed Analysis 59% 42% 82% 62% 4 -20% -30% 2 4 ■Premium Using Avalara Price at Earnings Announcement Avalara is assuming that its stock price would have remained unchanged from July 6 to August 5; we believe Avalara's stock price would have traded in a manner consistent with its peers (i.e., increasing by approximately 12% from July 6 to August 5, in-line with the peer median); therefore, any "post-earnings stock movement" calculations should be applied to an implied price of $82.55 per share, not $73.54 Avalara is again using a new comparator that was not included in Goldman's fairness opinion ("All US public software all-cash transactions >$1bn since 2012") Avalara seems to be basing its EV/NTM revenue multiple on its employee FAQ as of September 20, 2022, rather than Street estimates, unlike the measure it uses for the peers Given that Avalara's stock price has moved up or down by more than 20% on just 1 trading day out of over 1,000 since its IPO, 2 we view these outcomes as less likely 1 Source: Avalara Investor Presentation, filed with the SEC on September 23, 2022 and FactSet. "Median 1-Day Premium of Precedent Transactions" based on comparable transactions in the "Selected Transactions Analysis" of the Company's financial advisor. See Avalara's Definitive Proxy Statement, filed with the SEC on September 12, 2022, at page 56. 2 Source: FactSet. Data as of August 5, 2022, the last trading day prior to the announcement of the transaction. Altair US, LLC

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