Avalara Q2 2022 Financial Analysis

Avalara Appears to Be Manipulating the Data to Manufacture a "Premium" We believe the "premium multiple" touted by Avalara's Board is illusory and based on a fundamentally flawed analysis The Vista transaction represents a premium multiple compared to public software long-term and current trading multiples Avalara ①Illustrative EV/NTM Revenue Multiples with an Appropriate Control Premium1 14.0x 12.1x 8.8 x Transaction multiple following downward guidance revision absent a deal would likely have been higher 12.0x 8.3 x 10.0x 10.0x 9.2x 8.8x 6.8 x 6.8 x 8.0x 6.2 x 1 1 6.0x 2 2 4.0x 3 2.0x Avalara @ Vista Transaction Avalara @Undisturbed (06-Jul-2022) Peer Median as of 22-Sep-22 S&P 500 Software" Bessemer Cloud Long Term Avg. Long Term Avg. 0.0x Source: Avalara merger proxy, public filings, Capital IQ, IBES Thomson Reuters; Market data as of 22-Sep-2022 Note: Avalara's NTM revenue multiple @Visto transaction based on next four quarters Street consensus estimates. Other multiples NTM Revenue based on time weighted Street consensus estimates. Avalara peers include Alteryx, BigCommerce, Blackline, Coupa, Datadog, Elastic. HubSpot. MongoDB, Okta, PagerDuty, Paylocity, Shopify, Smartsheet, Zscaler 25&P 500 Software long term average since 2012. 'Based on 75 companies from Bessemer Venture Partner's Nasdeg Emerging Cloud Index (EMCLOUD). Long term average since 2013 due to the lock of e meaningful number of constituents in 2012 2 At Transaction Date ■Avalara ■Bessemer Cloud Index Comparable Public Companies S&P 500 Software Index Using comparable trading valuations rather than comparable precedent transactions fails to account for an appropriate control premium; we estimate that these multiples should each be ~26% higher (as shown in the chart at right)1 Avalara is using a 10-year multiple; in our view, this is unusual and flawed because it does not reflect the state of the markets when Avalara's deal was signed or today; Goldman Sachs did not use this methodology in any of the other transactions in its Selected Transactions Analysis for which it provided a fairness opinion Neither of these two indices were included as part of Goldman's fairness opinion analysis that was approved by Goldman's Fairness Committee 8 1 Source: FactSet. Data as of August 5, 2022 ("Transaction Date"). Index / peer data represents median with a 26% premium applied, which reflects the median one-day premium for the companies used in Goldman Sachs' Selected Transactions Analysis, as Avalara's Definitive Proxy Statement, filed with the SEC on September 12, 2022, at page 56. Altair US, LLC

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