Eventbrite, Inc. Sample Contracts

CREDIT AGREEMENT dated as of September 27, 2018 among EVENTBRITE, INC., The LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent SILICON VALLEY BANK and ROYAL BANK OF CANADA, as Syndication Agents and COMERICA BANK, as...
Credit Agreement • October 1st, 2018 • Eventbrite, Inc. • Services-computer programming, data processing, etc. • New York

CREDIT AGREEMENT, dated as of September 27, 2018 (this “Agreement”), among EVENTBRITE, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

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Eventbrite, Inc. Class A Common Stock, par value $0.00001 per share Underwriting Agreement
Underwriting Agreement • September 7th, 2018 • Eventbrite, Inc. • Services-computer programming, data processing, etc. • New York

Eventbrite, 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 Class A Common Stock, par value $0.00001 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”).

CREDIT AGREEMENT dated as of May 9, 2020 among EVENTBRITE, INC., the LENDERS party hereto, and FP CREDIT PARTNERS, L.P., as Administrative Agent
Credit Agreement • May 12th, 2020 • Eventbrite, Inc. • Services-computer programming, data processing, etc. • New York

CREDIT AGREEMENT, dated as of May 9, 2020 (this “Agreement”), among EVENTBRITE, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto, and FP CREDIT PARTNERS, L.P., as Administrative Agent.

EVENTBRITE, INC. Indemnification Agreement
Indemnification Agreement • December 1st, 2020 • Eventbrite, Inc. • Services-computer programming, data processing, etc. • Delaware

This Indemnification Agreement (“Agreement”) is made as of ________________ by and between Eventbrite, Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).

EVENTBRITE, INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of March 11, 2021 0.750% Convertible Senior Notes due 2026
Indenture • March 11th, 2021 • Eventbrite, Inc. • Services-computer programming, data processing, etc. • New York

INDENTURE, dated as of March 11, 2021, between Eventbrite, Inc., a Delaware corporation, as issuer (the “Company”), and Wilmington Trust, National Association, as trustee (the “Trustee”).

LOAN AND SECURITY AGREEMENT Dated as of May 29, 2018 between EVENTBRITE, INC., a Delaware corporation, as “Borrower”, and VENTURE LENDING & LEASING VIII, INC., a Maryland corporation, as “Lender”
Loan and Security Agreement • August 23rd, 2018 • Eventbrite, Inc. • Services-computer programming, data processing, etc. • California

Borrower and Lender have entered or anticipate entering into one or more transactions pursuant to which Lender agrees to make available to Borrower a loan facility governed by the terms and conditions set forth in this document and one or more Supplements executed by Borrower and Lender which incorporate this document by reference. Each Supplement constitutes a supplement to and forms part of this document, and will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement between the parties (collectively referred to as this “Agreement”).

SUCCESSOR AGENT AGREEMENT, FIRST AMENDMENT TO CREDIT AGREEMENT AND OMNIBUS AMENDMENT TO LOAN DOCUMENTS
Credit Agreement • June 18th, 2020 • Eventbrite, Inc. • Services-computer programming, data processing, etc. • New York

This SUCCESSOR AGENT AGREEMENT, FIRST AMENDMENT TO CREDIT AGREEMENT AND OMNIBUS AMENDMENT TO LOAN DOCUMENTS (this “Agreement”) is dated as of June 15, 2020 by and among WILMINGTON TRUST, NATIONAL ASSOCIATION (“Wilmington Trust”), FP CREDIT PARTNERS, L.P. (“FP”), in its capacities as the administrative agent and collateral agent (in such capacities, the “Existing Agent”) under the Credit Agreement (as defined below) for the Lenders (as defined below), the Required Lenders (as defined in the Credit Agreement described below), and EVENTBRITE, INC., a Delaware corporation (“Borrower”).

PERFORMANCE STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER THE EVENTBRITE, INC. 2018 STOCK OPTION AND INCENTIVE PLAN
Performance Stock Unit Award Agreement for Company Employees • May 9th, 2023 • Eventbrite, Inc. • Services-computer programming, data processing, etc. • Delaware

Pursuant to the Eventbrite, Inc. 2018 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”) and this Performance Stock Unit Award Agreement (the “Agreement”), Eventbrite, Inc. (the “Company”) hereby grants an award of the number of Performance Stock Units listed above (the “Award,” “Performance Stock Units” or “PSUs”) to the Grantee named above. Each vested Performance Stock Unit represents the contingent right to receive, in accordance with this Agreement attached and the Vesting Schedule attached hereto as Exhibit A (together, the “Agreement”), up to two shares of Class A Common Stock, par value $0.00001 per share (the “Stock”) of the Company.

NOMINATION AGREEMENT
Nomination Agreement • May 20th, 2020 • Eventbrite, Inc. • Services-computer programming, data processing, etc.

This Nomination Agreement (this “Agreement”) is made and entered into as of May 19, 2020 by and among Eventbrite, Inc., a Delaware corporation (the “Company”), FP EB Aggregator, L.P., a Cayman Islands limited partnership (“FP”) and Francisco Partners Management, L.P., a Delaware limited partnership (“FP Parent”) (each of the Company, FP and FP Parent, a “Party” to this Agreement, and collectively, the “Parties”).

MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among EVENTBRITE, INC., a Delaware corporation, PANDORA MEDIA, INC., a Delaware corporation, and TICKETFLY, LLC, a Delaware limited liability company Dated as of June 9, 2017
Membership Interest Purchase Agreement • August 23rd, 2018 • Eventbrite, Inc. • Services-computer programming, data processing, etc. • California

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 9, 2017 (the “Agreement Date”), by and among Eventbrite, Inc., a Delaware corporation (“Buyer”), and Pandora Media, Inc., a Delaware corporation (“Seller”) and Ticketfly, LLC, a Delaware limited liability company (the “Company”). Certain other capitalized terms used herein are defined in Exhibit A.

EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Executive Severance and Change in Control Agreement • May 1st, 2019 • Eventbrite, Inc. • Services-computer programming, data processing, etc. • California

This Executive Severance and Change in Control Agreement (the “Agreement”) is made this ____________ day of ____________, 2019, by and between Eventbrite, Inc., a Delaware corporation (the “Company”), and ____________ (the “Executive”).

INDEPENDENT CONTRACTOR AGREEMENT for 2020-2021
Independent Contractor Agreement • November 5th, 2020 • Eventbrite, Inc. • Services-computer programming, data processing, etc.

This INDEPENDENT CONTRACTOR AGREEMENT for 2020-2021 (this “Agreement”) is entered into between Lorrie Norrington (“Contractor”), and Eventbrite, Inc., a Delaware corporation (“Eventbrite”), (collectively referred to as the “Parties”) and is dated as of the later of the dates set forth beneath the signatures below.

INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • August 7th, 2019 • Eventbrite, Inc. • Services-computer programming, data processing, etc.

This INDEPENDENT CONTRACTOR AGREEMENT (this “Agreement”) is entered into between Lorrie Norrington (“Contractor”), and Eventbrite, Inc., a Delaware corporation (“Eventbrite”), (collectively referred to as the “Parties”) and is dated as of the later of the dates set forth beneath the signatures below.

GLOBAL RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER THE EVENTBRITE, INC. 2018 STOCK OPTION AND INCENTIVE PLAN
Global Restricted Stock Unit Award Agreement for Company Employees • November 7th, 2024 • Eventbrite, Inc. • Services-computer programming, data processing, etc. • Delaware

Pursuant to the Eventbrite, Inc. 2018 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”) and this Global Restricted Stock Unit Award Agreement, including any country-specific appendix attached hereto (together, the “Agreement”), Eventbrite, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Class A Common Stock, par value $_______ per share (the “Stock”) of the Company.

CANCELLATION OF PROMISSORY NOTE
Cancellation of Promissory Note • September 6th, 2018 • Eventbrite, Inc. • Services-computer programming, data processing, etc.

Reference is made to (i) that certain Membership Interest Purchase Agreement (the “Purchase Agreement”), dated as of June 9, 2017, among Eventbrite, Inc., a Delaware corporation (“Eventbrite”), Pandora Media, Inc., a Delaware corporation (“Pandora”) and Ticketfly, LLC, and (ii) that certain Convertible Subordinated Promissory Note, dated as of September 1, 2017, in the stated principal amount of FIFTY MILLION AND NO/100 DOLLARS ($50,000,000.00), made by Eventbrite in favor of Pandora (the “Note”), a copy of which is attached hereto as Annex 1.

Contract
Eventbrite, Inc. • September 6th, 2018 • Services-computer programming, data processing, etc. • 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”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, ASSIGNMENT, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN EVENTBRITE, INC. AND FP EB AGGREGATOR, L.P. Dated as of May 19, 2020
Registration Rights Agreement • May 20th, 2020 • Eventbrite, Inc. • Services-computer programming, data processing, etc. • Delaware
Independent Contractor Agreement for 2020-2021
Eventbrite, Inc. • May 6th, 2021 • Services-computer programming, data processing, etc.

This Amendment #1 to the Independent Contractor Agreement for 2020-2021 dated as of September 30, 2020 (this “Agreement”) is entered into between Lorrie Norrington (“Contractor”), and Eventbrite, Inc., a Delaware corporation (“Eventbrite”) (the “Amendment”), (each a “Party” and collectively the “Parties”) and is dated as of the later of the dates set forth beneath the signatures below.

EVENTBRITE, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Rights Agreement • June 15th, 2018 • Eventbrite, Inc. • Services-computer programming, data processing, etc. • California

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of August 30, 2017, by and among Eventbrite, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.

PERFORMANCE STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER THE EVENTBRITE, INC. 2018 STOCK OPTION AND INCENTIVE PLAN
Performance Stock Unit Award Agreement for Company Employees • August 8th, 2024 • Eventbrite, Inc. • Services-computer programming, data processing, etc. • Delaware

Pursuant to the Eventbrite, Inc. 2018 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”) and this Performance Stock Unit Award Agreement (the “Agreement”), Eventbrite, Inc. (the “Company”) hereby grants an award of the number of Performance Stock Units listed above (the “Award,” “Performance Stock Units” or “PSUs”) to the Grantee named above. Each vested Performance Stock Unit represents the contingent right to receive, in accordance with this Agreement attached and the Vesting Schedule attached hereto as Exhibit A (together, the “Agreement”), up to two shares of Class A Common Stock, par value $0.00001 per share (the “Stock”) of the Company.

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 12th, 2020 • Eventbrite, Inc. • Services-computer programming, data processing, etc. • Delaware

This STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of May 9, 2020, is entered into by and between Eventbrite, Inc., a Delaware corporation (the “Company”), and FP EB Aggregator, L.P., a Cayman Islands limited partnership (the “Buyer”).

AMENDMENT NO. 1 TO MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • June 15th, 2018 • Eventbrite, Inc. • Services-computer programming, data processing, etc.

AMENDMENT NO. 1, dated as of September 1, 2017 (this “Amendment”), to the Membership Interest Purchase Agreement, dated as of June 9, 2017 (the “Agreement”), by and among Eventbrite, Inc., a Delaware corporation (“Buyer”), Pandora Media, Inc., a Delaware corporation (“Seller”) and Ticketfly, LLC, a Delaware limited liability company (the “Company”).

INCENTIVE STOCK OPTION AGREEMENT UNDER THE EVENTBRITE, INC. 2018 STOCK OPTION AND INCENTIVE PLAN
Incentive Stock Option Agreement • November 7th, 2024 • Eventbrite, Inc. • Services-computer programming, data processing, etc.

Pursuant to the Eventbrite, Inc. 2018 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Eventbrite, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Class A Common Stock, par value $0.00001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.

BASIC LEASE INFORMATION
Eventbrite, Inc. • August 23rd, 2018 • Services-computer programming, data processing, etc. • California
Contract
Terms and Conditions • June 15th, 2018 • Eventbrite, Inc. • Services-computer programming, data processing, etc. • Delaware

THE OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE EXERCISE THEREOF 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 AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

STRATEGIC ADVISORY AGREEMENT
Strategic Advisory Agreement • August 10th, 2020 • Eventbrite, Inc. • Services-computer programming, data processing, etc. • California

This STRATEGIC ADVISORY AGREEMENT (this “Agreement”) is entered into between Randy Befumo (“Advisor”), and Eventbrite, Inc., a Delaware corporation (“Eventbrite”), (collectively referred to as the “Parties”) and is effective as of the later of the dates set forth beneath the signatures below (“Effective Date”).

ADVISORY AGREEMENT
Advisory Agreement • August 10th, 2020 • Eventbrite, Inc. • Services-computer programming, data processing, etc.

This ADVISORY AGREEMENT (this “Agreement”) is entered into between Pat Poels (“Advisor”), and Eventbrite, Inc., a Delaware corporation (“Eventbrite”), (collectively referred to as the “Parties”) and is dated as of the later of the dates set forth beneath the signatures below.

AMENDMENT NO. 2 TO MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • June 15th, 2018 • Eventbrite, Inc. • Services-computer programming, data processing, etc.

AMENDMENT NO. 2, dated as of March 30, 2018 (this “Amendment”), to the Membership Interest Purchase Agreement, dated as of June 9, 2017, as amended (the “Agreement”), by and among Eventbrite, Inc., a Delaware corporation (“Buyer”), Pandora Media, Inc., a Delaware corporation (“Seller”) and Ticketfly, LLC, a Delaware limited liability company (the “Company”).

NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE EVENTBRITE, INC. 2018 STOCK OPTION AND INCENTIVE PLAN
Non-Qualified Stock Option Agreement for Company Employees • November 7th, 2024 • Eventbrite, Inc. • Services-computer programming, data processing, etc.

Pursuant to the Eventbrite, Inc. 2018 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Eventbrite, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Class A Common Stock, par value $0.00001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN EVENTBRITE, INC. AND FP EB AGGREGATOR, L.P. Dated as of May , 2020
Registration Rights Agreement • May 12th, 2020 • Eventbrite, Inc. • Services-computer programming, data processing, etc. • Delaware

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of May , 2020, by and between Eventbrite, Inc., a Delaware corporation (including its successors and permitted assigns, the “Company”), and FP EB Aggregator, L.P., a Cayman Islands limited partnership (the “Investor”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A.

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