0001047469-08-004025 Sample Contracts

AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 2nd, 2008 • Convio, Inc. • Services-prepackaged software • California

This AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT ("Amendment"), is entered into as of January 14, 2008, by and among Comerica Bank ("Bank"), Convio, Inc., a Delaware corporation ("Parent"), and certain of Parent's Subsidiaries signatory hereto (collectively, jointly and severally, with Parent, "Borrowers" and each individually a "Borrower"), in light of the following:

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INFLOW MASTER IDC AGREEMENT (North America) Cover Page
Internet Data Center Services Agreement • April 2nd, 2008 • Convio, Inc. • Services-prepackaged software • Colorado

This Internet Data Center Services Agreement, consisting of the Master Terms and Conditions, attached, the Service Order Form(s), and the attached Addenda, and as subsequently modified by Service Change/Amendments ("IDC Agreement") is made and entered into as of the Effective Date below, by and between INFLOW, as defined below, and Customer, as defined below. This IDC Agreement is valid and binding when signed by both parties and shall be effective as of the date signed below by INFLOW ("Effective Date").

Contract
Master Idc Agreement • April 2nd, 2008 • Convio, Inc. • Services-prepackaged software

***CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS [****]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

SECOND AMENDMENT TO LEASE
Lease • April 2nd, 2008 • Convio, Inc. • Services-prepackaged software • Texas

THIS Second Amendment to Lease (this "Amendment") is entered into as of January 22, 2008, by and between RREEF Domain, LP, a Texas limited partnership ("Landlord"), and CONVIO, INC., a Delaware corporation ("Tenant").

AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 2nd, 2008 • Convio, Inc. • Services-prepackaged software • California

This AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENT ("Amendment"), is entered into as of February 15, 2008, by and among Comerica Bank ("Bank"), Convio, Inc., a Delaware corporation ("Parent"), and certain of Parent's Subsidiaries signatory hereto (collectively, jointly and severally, with Parent, "Borrowers" and each individually a "Borrower"), in light of the following:

CONVIO, INC. AMENDMENT NO. 1 TO FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
Investors' Rights Agreement • April 2nd, 2008 • Convio, Inc. • Services-prepackaged software

THIS AMENDMENT NO. 1 TO FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (this "Amendment"), which amends that certain Fifth Amended and Restated Investors' Rights Agreement, dated April 10, 2007 (the "Investor Rights Agreement"), is made and entered into as of January 31, 2008 by and among Convio, Inc., a Delaware corporation (the "Company"), each of those holders of the Company's Series P Common Stock, Series Q Common Stock, Series R Common Stock, and Series S Common Stock, each with a par value $0.001 per share (collectively, the "Common Stock"), identified on Schedule I to the Investor Rights Agreement (individually, a "Common Holder," and collectively, the "Common Holders"), each of the holders of the Company's Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock, each with a par value of $0.001 per share, or shares of the Company's capital stock issuable upon conversion thereof (collectively, the "Preferred Stoc

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