Standard Contracts
OPENTABLE, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 6th, 2009 • Opentable Inc • Services-business services, nec • Delaware
This Indemnification Agreement (“Agreement”) is effective as of , 2009, by and between OpenTable, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
PURCHASE AGREEMENTPurchase Agreement • September 23rd, 2009 • Opentable Inc • Services-business services, nec • New York
The Selling Stockholders named in Schedules B and F, A. George Battle, Adam R. Dell, J. William Gurley, Jeffrey D. Jordan, Thomas H. Layton, Michelle Peluso and Paul Pressler.
PURCHASE AGREEMENTPurchase Agreement • May 6th, 2009 • Opentable Inc • Services-business services, nec • New York
OPENTABLE, INC. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 3rd, 2011 • Opentable Inc • Services-business services, nec • California
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of July 30, 2011, by and between Comerica Bank (“Bank”) and OPENTABLE, INC. (“Borrower”).
OPENTABLE, INC. RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • November 5th, 2010 • Opentable Inc • Services-business services, nec • Delaware
OpenTable, Inc., a Delaware corporation, (the “Company”), pursuant to its 2009 Equity Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the individual listed below (“Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”). Each Restricted Stock Unit represents the right to receive one share of Common Stock upon vesting of such Restricted Stock Unit. This award of Restricted Stock Units is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.
January 3, 2012 Duncan Robertson 799 Market Street 4th Floor San Francisco, CA 94103 Re: Employment Agreement Dear Duncan:Employment Agreement • January 9th, 2012 • Opentable Inc • Services-business services, nec • California
You and OpenTable, Inc. (the “Company”) are parties to that certain offer letter agreement dated as of August 1, 2011 (the “Prior Agreement”), which sets forth, among other things, the terms of your employment with the Company. This letter agreement (this “Agreement”) effective as of January 1, 2012 (the “Effective Date”) amends and restates the Prior Agreement in its entirety. This Agreement supersedes the Prior Agreement and any other agreement or policy to which the Company is a party with respect to your employment with the Company. Notwithstanding the foregoing, your Proprietary Information and Inventions Agreement remains in full effect. You may accept this Agreement by signing and returning a copy of this Agreement to the Company as provided below.
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • June 25th, 2014 • Opentable Inc • Services-business services, nec • Delaware
In connection with your consideration of a possible negotiated transaction (such negotiated transaction between you and the Company, the “Transaction”) with OpenTable, Inc. (together with its direct and indirect subsidiaries, collectively, the “Company”), the Company intends to provide you with certain information regarding the Company. As a condition to such information being provided to you and in consideration of the foregoing, you agree as follows:
March 28, 2012 Charlie McCulloughEmployment Transition and Separation Agreement • April 3rd, 2012 • Opentable Inc • Services-business services, nec
This letter confirms the agreement between OpenTable, Inc. (the “Company”) and you regarding your transition and separation from the Company upon the earlier of November 1, 2013 or the date upon which your employment is terminated by either you or the Company in accordance with the terms of this Agreement (the “Separation Date”). The Company has no liability to you for severance pay or for any other reason. Nonetheless, contingent upon your provision of the Transition Services and compliance with the other terms and conditions detailed herein, the Company has agreed to make the payments set forth in this Transition and Separation Agreement (the “Agreement”), to which payments you agree you are not otherwise entitled. This Agreement shall be effective on the eighth day following your signature of it without revocation (the “Effective Date”).
May 2, 2011 Jeff Jordan Re: Executive Chairman Agreement Dear Jeff:Executive Chairman Agreement • May 3rd, 2011 • Opentable Inc • Services-business services, nec • California
You and OpenTable, Inc. (the “Company”) are parties to that certain offer letter agreement dated as of May 28, 2007, as amended and restated September 24, 2008 (the “Prior Agreement”), which sets forth, among other things, the terms of your employment with the Company. This letter agreement (this “Agreement”) amends and restates the Prior Agreement in its entirety. This Agreement supersedes the Prior Agreement and any other agreement or policy to which the Company is a party with respect to your employment with the Company, including, without limitation, your Proprietary Information and Inventions Agreement.
OPENTABLE, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT October 28, 2004Investors’ Rights Agreement • January 30th, 2009 • Opentable Inc • California
This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of the 28th day of October 2004, by and among OpenTable, Inc. (the “Company”) and the investors listed on Exhibit A hereto, each of which is herein referred to as an “Investor.”
ContractWarrant Agreement • January 30th, 2009 • Opentable Inc • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
WARRANT AGREEMENT To Purchase Shares of the Series B Preferred Stock of OPENTABLE.COM, INC. Dated as of August 3, 1999 (the “Effective Date”)Warrant Agreement • January 30th, 2009 • Opentable Inc • Illinois
WHEREAS, OpenTable.com, a California corporation (the “Company”) has entered into a Master Lease Agreement dated as of August 3, 1999, Equipment Schedule No. VL-1 and VL-2 dated as of August 3, 1999 (collectively, the “Schedules”), and related Summary Equipment Schedules (collectively, the “Leases”) with Comdisco, Inc., a Delaware corporation (the “Warrantholder”); and
WARRANT AGREEMENTWarrant Agreement • January 30th, 2009 • Opentable Inc • Illinois
WHEREAS, OpenTable.com, a California corporation (the “Company”) has entered into a Master Lease Agreement dated as of August 3, 1999, Equipment Schedule No. VL-3 and VL-4 dated as of April 25, 2000 (collectively, the “Schedules”), and related Summary Equipment Schedules (collectively, the “Leases”) with Comdisco, Inc., a Delaware corporation (the “Warrantholder”); and
COLLATERAL AGREEMENTCollateral Agreement • January 16th, 2013 • Opentable Inc • Services-business services, nec • California
COLLATERAL AGREEMENT (this “Agreement”), dated as of January 10, 2013, by and among OPENTABLE, INC., a Delaware corporation (the “Borrower”), THE UNDERSIGNED (each a “Subsidiary Grantor” and, together with any future Subsidiaries of the Borrower executing this Agreement, the “Subsidiary Grantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Secured Party”). The Borrower and the Subsidiary Grantors are referred to herein, individually, as a “Grantor” and, collectively, as the “Grantors”.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 2nd, 2012 • Opentable Inc • Services-business services, nec
This First Amendment to Amended and Restated Loan and Security Agreement (the “Amendment”) is entered into as of July 27, 2012, by and between COMERICA BANK (“Bank”) and OPENTABLE, INC. (“Borrower”).
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 26th, 2013 • Opentable Inc • Services-business services, nec
This Second Amendment to Amended and Restated Loan and Security Agreement (the “Amendment”) is entered into as of October 2, 2012, by and between COMERICA BANK (“Bank”) and OPENTABLE, INC. (“Borrower”).
Charlie McCullough Dear Charlie: OpenTable, Inc. (the “Company”) is pleased to offer you employment on the following terms:Employment Agreement • January 30th, 2009 • Opentable Inc • California
June 7, 2012 Joseph Essas Re: Employment Agreement Dear Joseph:Employment Agreement • July 10th, 2012 • Opentable Inc • Services-business services, nec • California
OpenTable, Inc. (the “Company”) is pleased to offer you the position of Chief Technology Officer (the “CTO”). This letter (this “Agreement”) sets forth, among other things, the terms of your employment with the Company. You may accept this Agreement by signing and returning a copy of this Agreement to the Company as provided below.
September 24, 2008 Jeff Jordan Re: Employment Agreement Dear Jeff:Employment Agreement • January 30th, 2009 • Opentable Inc • California
You and OpenTable, Inc. (the “Company”) are parties to that certain offer letter agreement dated as of May 28, 2007 (the “Prior Agreement”), which sets forth, among other things, the terms of your employment with the Company. This letter agreement (this “Agreement”) amends and restates the Prior Agreement in its entirety. This Agreement supersedes the Prior Agreement and any other agreement or policy to which the Company is a party with respect to your employment with the Company. Notwithstanding the foregoing, your Proprietary Information and Inventions Agreement remains in full effect. You may accept this Agreement by signing and returning a copy of this Agreement to the Company as provided below.
August 1, 2011 Duncan Robertson 64 Seward Street San Francisco, CA 94114 Re: Employment Agreement Dear Duncan:Employment Agreement • August 2nd, 2011 • Opentable Inc • Services-business services, nec • California
OpenTable, Inc. (the “Company”) is pleased to offer you the position of Chief Financial Officer (the “CFO”). This letter (this “Agreement”) sets forth, among other things, the terms of your employment with the Company. You may accept this Agreement by signing and returning a copy of this Agreement to the Company as provided below.
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 5th, 2010 • Opentable Inc • Services-business services, nec
This Third Amendment to Loan and Security Agreement (the “Amendment”) is entered into as of July 19, 2010, by and between COMERICA BANK (“Bank”) and OPENTABLE, INC. (“Borrower”).
February 22, 2002 Michael Dodson Dear Michael:Employment Agreement • January 30th, 2009 • Opentable Inc • California
CREDIT AGREEMENT dated as of January 10, 2013, by and between OPENTABLE, INC. as the Borrower, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the LenderCredit Agreement • January 16th, 2013 • Opentable Inc • Services-business services, nec • California
CREDIT AGREEMENT, dated as of January 10, 2013, by and between OPENTABLE, INC., a Delaware corporation (the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Lender”).
November 7, 2001 Joel Brown Dear Joel: OpenTable, Inc. (the “Company”) is pleased to offer you employment on the following terms:Employment Agreement • January 30th, 2009 • Opentable Inc • California
June 9, 2005 Matt Roberts Dear Matt: OpenTable, Inc. (the “Company”) is pleased to offer you employment on the following terms:Employment Agreement • January 30th, 2009 • Opentable Inc • California
DATED 15 SEPTEMBER 2010 KAREN ANNE HANTON and others as Sellers OPENTABLE UK HOLDINGS LIMITED as Purchaser and OPENTABLE INC. as GuarantorShare Purchase Agreement • September 16th, 2010 • Opentable Inc • Services-business services, nec
The Sellers have agreed to sell and the Purchasers have agreed to purchase, the entire issued and to be issued share capital of Toptable Holdings Limited on the terms of this Agreement.
TENDER SUPPORT AGREEMENTTender Support Agreement • June 13th, 2014 • Opentable Inc • Services-business services, nec • Delaware
This TENDER SUPPORT AGREEMENT (this “Agreement”), dated as of June , 2014, is by and among The Priceline Group Inc., a Delaware corporation (“Parent”), Rhombus, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”) and the individual set forth on Schedule A hereto (the “Stockholder”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 24th, 2009 • Opentable Inc • Services-business services, nec
This Second Amendment to Loan and Security Agreement (the “Amendment”) is entered into as of June 23, 2009, by and between COMERICA BANK (“Bank”) and OPENTABLE, INC. (“Borrower”).
FIRST AMENDMENT TO LEASE (ADDITIONAL 3rd FLOOR PREMISES)Lease • November 6th, 2013 • Opentable Inc • Services-business services, nec
This First Amendment to Lease (the “Amendment “) is entered into as of May 31, 2013, by and between Post-Montgomery Associates, a California general partnership (“Landlord”), and OPENTABLE, INC., a Delaware corporation (“Tenant”), with respect to the following facts and circumstances:
