ON24, Inc. Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • January 25th, 2021 • On24 Inc • Services-prepackaged software • New York
ON24, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] shares and, at the election of the Underwriters, up to [●] additional shares of Common Stock, par value $0.0001 per share (“Stock”) of the Company, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of [●] shares of Stock. The aggregate of [●] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [●] additional shares to be sold by the Company is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Sh
ON24, Inc. Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • January 8th, 2021 • On24 Inc • Services-prepackaged software • New York
ON24, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [•] additional shares (the “Optional Shares”) of Common Stock, par value $0.0001 per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
ON24, Inc. INDEMNIFICATION AGREEMENTIndemnification Agreement • January 8th, 2021 • On24 Inc • Services-prepackaged software • Delaware
WHEREAS, the Company desires to attract and retain the services of talented and experienced individuals, such as Indemnitee, to serve as directors and officers of the Company and its subsidiaries and wishes to indemnify its directors and officers to the maximum extent permitted by law;
SIXTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT August 31, 2021Loan and Security Agreement • November 12th, 2021 • On24 Inc. • Services-prepackaged software • California
This SIXTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of August 31, 2021, by and between Comerica Bank, a Texas banking association (“Bank”) and ON24, INC., a Delaware corporation (“Borrower”).
ON24, INC. TENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 28th, 2020 • On24 Inc • Services-prepackaged software • California
This Tenth Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of the 12th day of April, 2019, by and among ON24, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Class A-1 Preferred Stock, Class A-2 Preferred Stock, and Class B Preferred Stock listed on Exhibit A hereto (the “Preferred Holders”), the investor in the Company’s Class B-1 Preferred Stock, Goldman Sachs & Co. LLC (the “Purchaser,” and together with the Preferred Holders, the “Investors”), William Bales, Joseph (Yosi) Amram and Sharat Sharan (collectively, the “Founders” and each, a “Founder”).
OFFICE LEASE AGREEMENT Between Landlord: 50 BEALE STREET, LLC, a Delaware limited liability company and Tenant: ON24, INC., a Delaware corporation 50 BEALE STREET SAN FRANCISCO, CALIFORNIAOffice Lease Agreement • October 28th, 2020 • On24 Inc • Services-prepackaged software • California
The following sets forth some of the basic provisions of the Lease (the “Basic Lease Provisions”). In the event of any conflict between the terms of these Basic Lease Provisions and the referenced Articles of the Lease, the referenced Articles of the Lease shall control.
DATE] [EMPLOYEE] [ADDRESS] [ADDRESS] Dear [EMPLOYEE]:Severance Program Agreement • January 8th, 2021 • On24 Inc • Services-prepackaged software
You are currently employed by ON24, Inc. (“ON24” or the “Company”) pursuant to the terms of a written agreement with the Company dated [DATE] (the “Agreement”). The Agreement sets forth, or may set forth, certain severance benefits that you are entitled to receive under specified circumstances, subject to terms and conditions set forth in the Agreement. Based on a May 21, 2019 Unanimous Written Consent of the Company’s Board of Directors (the “UWC”), the Company has adopted a severance program that applies to certain of its executive and non-executive employees (the “Severance Program”), subject to the employees’ right to opt-out of the Severance Program in their sole discretion (the “Opt-Out Right”), for example if the employees determine that their existing severance benefits, if any, are superior to the benefits provided in the Severance Program.
Date] [Full Name] Dear [Name],Employment Agreement • December 21st, 2020 • On24 Inc • Services-prepackaged software
On behalf of ON24, Inc. (the “Company”), I am pleased to [confirm the terms of your ongoing employment in] [offer you] the position of [Position]. Speaking for myself, as well as the other members of the Company’s management team, we look forward to your [continued] success in this position. Except as provided below, this letter agreement amends and supersedes in its entirety any and all prior letter or other written or oral agreements regarding the terms of your employment with the Company.
SECOND AMENDMENT TO SIXTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 10th, 2023 • On24 Inc. • Services-prepackaged software • California
This Second Amendment to Sixth Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of April 25, 2023, by and between Comerica Bank (“Bank”) and On24, Inc. (“Borrower”).
ON24, INC. FIFTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 28th, 2020 • On24 Inc • Services-prepackaged software • California
This FIFTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of January 16, 2019, by and between Comerica Bank (“Bank”) and On24, Inc. (“Borrower”).
FIRST AMENDMENT TO SIXTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 14th, 2022 • On24 Inc. • Services-prepackaged software • California
This First Amendment to Sixth Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of February 11, 2022 (the “First Amendment Date”), by and between Comerica Bank (“Bank”) and On24, Inc. (“Borrower”).
February 22, 2024 To: Each of the persons or entities listed on Schedule A (the “Stockholders” and each a “Stockholder”) Ladies and Gentlemen:Cooperation Agreement • February 26th, 2024 • On24 Inc. • Services-prepackaged software
Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Cooperation Agreement, dated March 11, 2023 (the “Cooperation Agreement”), by and among ON24, Inc. (the “Company”) and the Stockholders.
CONSULTING AGREEMENTConsulting Agreement • December 7th, 2020 • On24 Inc • Services-prepackaged software • California
This Consulting Agreement (this “Agreement”) is effective as of July 1, 2010 (the “Effective Date”) between ON24, Inc., with an office located at 201 3rd Street, 3rd Floor, San Francisco, CA 94103 (hereinafter referred to as the “Company”), and InfoHorizon, LLC, an Ohio limited liability company with offices located at 6548 Dorset Ln, Solon, OH 44139 (hereinafter referred to as the “Consultant”).
January 21, 2021 Sharat Sharan Dear Sharat,Employment Agreement • January 25th, 2021 • On24 Inc • Services-prepackaged software
On behalf of ON24, Inc. (the “Company”), I am pleased to confirm the terms of your ongoing employment in the position of President and Chief Executive Officer. Speaking for myself, as well as the other members of the Company’s Board of Directors, we look forward to your continued success in this position. Upon the effectiveness of the Company’s initial public offering, this letter agreement shall amend and supersede in its entirety any and all prior letter or other written or oral agreements regarding the terms of your employment with the Company, but does not affect your existing confidentiality agreements with the Company or your equity related agreements except as expressly set forth herein.
ON24, INC. PERFORMANCE UNITS AGREEMENT (For U.S. Participants)Performance Units Agreement • December 30th, 2022 • On24 Inc. • Services-prepackaged software • Delaware
ON24, Inc. has granted to the Participant named in the Notice of Grant of Performance Units (the “Grant Notice”) to which this Performance Units Agreement (the “Agreement”) is attached an Award consisting of Performance Units (each a “Unit”) subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the ON24, Inc. 2021 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “Plan Prospectus”), (b) accepts the Award subject to all of th
