CREDIT AGREEMENT Dated as of December 16, 2011 among THE ACTIVE NETWORK, INC., as the Borrower, CERTAIN DOMESTIC SUBSIDIARIES OF THE BORROWER, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and THE...Credit Agreement • December 21st, 2011 • Active Network Inc • Services-prepackaged software • New York
This CREDIT AGREEMENT is entered into as of December 16, 2011 among The Active Network, Inc., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
THE ACTIVE NETWORK, INC. (a Delaware corporation) [—] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 10th, 2011 • Active Network Inc • Services-prepackaged software • New York
Lynch receives a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:
THE ACTIVE NETWORK, INC. STOCK OPTION AGREEMENT (Performance Based Exercisability)Stock Option Agreement • May 30th, 2012 • Active Network Inc • Services-prepackaged software • California
The Active Network, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of The Active Network, Inc. 2011 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 Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to the Option (the “Plan Prospec
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • April 11th, 2011 • Active Network Inc • Services-prepackaged software • Tennessee
THIS BUSINESS LOAN AGREEMENT dated November 3, 2008, is made and executed between Automated License Systems, Inc. (“Borrower”) and Pinnacle National Bank (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
THE ACTIVE NETWORK, INC. RESTRICTED STOCK UNITS AGREEMENT (Performance Vesting)Restricted Stock Units Agreement • November 14th, 2011 • Active Network Inc • Services-prepackaged software • California
The Active Network, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units 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 conditions of The Active Network, Inc. 2011 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 s
THE ACTIVE NETWORK, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • May 5th, 2011 • Active Network Inc • Services-prepackaged software • California
The Active Network, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Restricted Stock (the “Grant Notice”) to which this Restricted Stock Agreement (the “Agreement”) is attached an Award consisting of Shares 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 Active Network, Inc. 2011 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 (the “Plan Prospectus”), (b) accepts the Award subject to all of the terms and conditio
INDEMNITY AGREEMENTIndemnity Agreement • October 8th, 2013 • Active Network Inc • Services-prepackaged software • Delaware
This Indemnity Agreement, dated , 20 , is made between The Active Network, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 14th, 2011 • Active Network Inc • Services-prepackaged software • Delaware
This Indemnification Agreement, dated as of , 2011, is made by and between The Active Network, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
INDEMNITY AGREEMENTIndemnification Agreement • May 20th, 2011 • Active Network Inc • Services-prepackaged software • Delaware
This Indemnity Agreement, dated May 17, 2011, is made between The Active Network, Inc., a Delaware corporation (the “Company”), and Bruns H. Grayson (the “Indemnitee”).
THE ACTIVE NETWORK, INC. STOCK OPTION AGREEMENTStock Option Agreement • February 14th, 2011 • Active Network Inc • Services-prepackaged software • Delaware
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 22nd, 2004 • Active Network Inc • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into this day of between The Active Network, Inc., a Delaware corporation (the “Company”) and (“Indemnitee”).
THE ACTIVE NETWORK, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 14th, 2011 • Active Network Inc • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER among: ATHLACTION HOLDINGS, LLC a Delaware limited liability company, ATHLACTION MERGER SUB, INC., a Delaware corporation, and THE ACTIVE NETWORK, INC. a Delaware corporation Dated as of September 28, 2013Merger Agreement • September 30th, 2013 • Active Network Inc • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of September 28, 2013 (the “Agreement Date”) by and among Athlaction Holdings, LLC, a Delaware limited liability company (“Parent”), Athlaction Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), and The Active Network, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AMENDMENT TO RETENTION AGREEMENTRetention Agreement • April 11th, 2011 • Active Network Inc • Services-prepackaged software • California
This Amendment to Retention Agreement (this “Amendment”) is made effective as of December 22, 2008, by and between The Active Network, Inc., a Delaware corporation (“Company”), and Kourosh Vossoughi (“Employee”).
RETENTION AGREEMENTRetention Agreement • April 11th, 2011 • Active Network Inc • Services-prepackaged software • California
This RETENTION AGREEMENT (the “Agreement”) is made and entered into effective as of August 17, 2005 (the “Effective Date”), by and between The Active Network, Inc. (the “Company”), and Dave Alberga (the “Employee”). The Company and the Employee are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
SECURITY AGREEMENTSecurity Agreement • December 21st, 2011 • Active Network Inc • Services-prepackaged software • New York
THIS SECURITY AGREEMENT dated as of December 16, 2011 (as amended, modified, restated or supplemented from time to time, the “Security Agreement”) is by and among the parties identified as “Grantors” on the signature pages hereto and such other parties as may become Grantors hereunder after the date hereof (individually a “Grantor”, and collectively the “Grantors”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (defined below).
THE ACTIVE NETWORK, INC. STOCK OPTION AGREEMENTStock Option Agreement • May 10th, 2011 • Active Network Inc • Services-prepackaged software • Delaware
DONELSON CORPORATE CENTRE OFFICE LEASE AGREEMENT BUILDING TWOOffice Lease Agreement • February 14th, 2011 • Active Network Inc • Services-prepackaged software • Tennessee
THIS LEASE is made and entered into on this 24th day of September, 1999, by and between Donelson Corporate Centre, L.P., a Tennessee Limited Partnership, (“Landlord”), and Automated License Systems, LLC a Tennessee Limited Liability Company (“Tenant”) and James P. Wilson III and Sarah S. Wilson (“Limited Guarantors”).
To: Dennis Triplett From: Sheryl RolandChange in Control Agreement • October 8th, 2013 • Active Network Inc • Services-prepackaged software • California
The Active Network, Inc. (the “Company”) considers it essential to the best interests of its stockholders to foster the continuous employment of the Company’s key management personnel. In this regard, the Company’s Board of Directors (the “Board”) recognizes that the possibility of a change in control of the Company may exist in the future and the uncertainty and questions that it may raise among management could result in the departure or distraction of management personnel to the detriment of the Company and its shareholders.
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 11th, 2011 • Active Network Inc • Services-prepackaged software
This Third Amendment to Loan and Security Agreement is entered into as of November 30, 2009 (the “Amendment”) by and between SQUARE 1 BANK (“Bank”) and THE ACTIVE NETWORK, INC. (“Borrower”).
THE ACTIVE NETWORK, INC. RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • May 5th, 2011 • Active Network Inc • Services-prepackaged software • California
The Active Network, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units 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 conditions of the The Active Network, Inc. 2011 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 Awa
PLEDGE AGREEMENTPledge Agreement • December 21st, 2011 • Active Network Inc • Services-prepackaged software • New York
THIS PLEDGE AGREEMENT dated as of December 16, 2011 (as amended, modified, restated or supplemented from time to time, the “Pledge Agreement”) is by and among the parties identified as “Pledgors” on the signature pages hereto and such other parties as may become Pledgors hereunder after the date hereof (individually a “Pledgor”, and collectively the “Pledgors”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (defined below).
SEPARATION AND SEVERANCE AGREEMENTSeparation and Severance Agreement • May 23rd, 2013 • Active Network Inc • Services-prepackaged software • California
This Separation and Severance Agreement (“Separation Agreement”) is made by and between The Active Network, Inc. (“Company”) and Matthew Landa (“Employee”) with respect to the following facts:
THE ACTIVE NETWORK, INC. STOCK ISSUANCE AGREEMENTStock Issuance Agreement • February 14th, 2011 • Active Network Inc • Services-prepackaged software • Delaware
All capitalized terms in this Agreement shall have the meaning assigned to them in this Agreement or in the attached Appendix.
STOCK ACQUISITION AGREEMENT dated as of January 21, 2009 by and between THE ACTIVE NETWORK, INC. and ELICIA ACQUISITION CORP.Stock Acquisition Agreement • May 20th, 2011 • Active Network Inc • Services-prepackaged software • California
THIS STOCK ACQUISITION AGREEMENT (this “Agreement”) is made and entered into as of January 21, 2009 (“Effective Date”) by and among The Active Network, Inc., a Delaware corporation (“Acquirer”). Elicia Acquisition Corp., a Delaware corporation (“Seller”) and for purposes of Sections 6.2, 6.3, 6.7, 6.8 and 6.11 and 11.17 only, IAC/InterActiveCorp, a Delaware corporation (“Parent”) and, for purposes of Sections 6.2, 6.3, 6.4, 6.5, 6.6 and 11.17. ReserveAmerica Holdings, Ltd. a corporation organized under the laws of the Province of Ontario (the “Company”).
THIS INDENTURE OF LEASE made this 13th day of September 1999 PURSUANT TO THE “LAND TRANSFER FORM ACT”.Lease Agreement • February 14th, 2011 • Active Network Inc • Services-prepackaged software • British Columbia
WITNESSETH that in consideration of the rents, covenants and agreements hereinafter reserved and contained on the part of the Tenant to be paid, observed and performed:
THE ACTIVE NETWORK, INC. MARKET STOCK UNITS AGREEMENTMarket Stock Units Agreement • February 27th, 2013 • Active Network Inc • Services-prepackaged software • California
The Active Network, Inc. has granted to the Participant named in the Notice of Grant of Market Stock Units (the “Grant Notice”) to which this Market Stock Units Agreement (the “Agreement”) is attached an Award consisting of Market Stock Units 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 conditions of The Active Network, Inc. 2011 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 al
TENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 14th, 2011 • Active Network Inc • Services-prepackaged software • Delaware
THIS TENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of the 22nd day of August, 2008, by and among The Active Network, Inc., a Delaware corporation (the “Company”), and the persons identified on Schedule A attached hereto (the “Shareholders”) and the persons identified on Schedule B attached hereto (the “Warrantholders”).
FIRST LEASE MODIFICATIONLease Modification • April 11th, 2011 • Active Network Inc • Services-prepackaged software
THIS FIRST LEASE MODIFICATION (“Lease Modification”), effective this 17th day of August, 2007, by and between ALLEGANY RESEARCH PROPERTIES, LLC, a Maryland limited liability company (“Landlord”), and INFOSPHERIX, INCORPORATED, a Delaware corporation (“Tenant”).
AMENDMENT NO. 2 TO RETENTION AGREEMENTRetention Agreement • December 24th, 2012 • Active Network Inc • Services-prepackaged software
This Amendment No. 2 (“Amendment No. 2”) to the Retention Agreement, dated April 29, 2011 (the “Original Agreement” and together with the Amendment, the “Agreement”), by and between The Active Network, Inc. (the “Company”) and Darko Dejanovic (the “Employee”), is made as of December 20, 2012, by and between the Company and the Employee and amends the Original Agreement. The Company and the Employee are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Original Agreement.
ADDENDUM TO STOCK ISSUANCE AGREEMENTStock Issuance Agreement • February 14th, 2011 • Active Network Inc • Services-prepackaged software
The following provisions are hereby incorporated into, and are hereby made a part of, that certain Stock Issuance Agreement (the “Issuance Agreement”) by and between the Corporation and (“Participant”) evidencing the shares of Common Stock purchased by Participant under The Active Network, Inc. 2002 Stock Option/Stock Issuance Plan, and such provisions shall be effective immediately. All capitalized terms in this Addendum, to the extent not otherwise defined herein, shall have the meanings assigned to such terms in the Issuance Agreement.
FIFTH AMENDMENT TO OFFICE LEASE AGREEMENT DONELSON CORPORATE CENTREOffice Lease Agreement • August 12th, 2011 • Active Network Inc • Services-prepackaged software
THIS FIFTH AMENDMENT TO OFFICE LEASE AGREEMENT (this “Amendment”) is made as of February 11th, 2011 by and among Donelson Corporate Centre, L.P., a Tennessee limited partnership (“Landlord”) and The Active Network, Inc., a Delaware Corporation, successor in interest to Automated License Systems, Inc., a Tennessee corporation (“Tenant”), under the following circumstances:
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 11th, 2011 • Active Network Inc • Services-prepackaged software • California
This SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into effective as of the 28th day of April, 2010, by and between THE ACTIVE NETWORK, INC., a Delaware corporation (“Borrower”), and ESCALATE CAPITAL I, LP, a Delaware limited partnership (“Escalate”). GOLD HILL VENTURE LENDING 03, LP (“Gold Hill” and, collectively with Escalate, the “Lenders”) and Escalate in its capacity as agent (“Agent”).
TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 12th, 2011 • Active Network Inc • Services-prepackaged software
This Tenth Amendment to Loan and Security Agreement (the “Amendment”), is entered into as of July 26, 2011, by and between SQUARE 1 BANK (the “Bank”) and THE ACTIVE NETWORK, INC. (the “Borrower”).
ContractConvertible Promissory Note • February 14th, 2011 • Active Network Inc • Services-prepackaged software • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ENCUMBERED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE ACT.
