INDEMNITY AGREEMENTIndemnity Agreement • January 25th, 2010 • Convio, Inc. • Services-prepackaged software • Delaware
This Indemnity Agreement, dated as of , 2010, is made by and between Convio, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Indemnitee”).
LEASELease Agreement • January 25th, 2010 • Convio, Inc. • Services-prepackaged software
THIS LEASE (this “Lease”) is made as of April 3, 2009 (the “Effective Date”), between 1255 23RD STREET, L.P., a District of Columbia limited partnership (“Landlord”), and CONVIO, INC., a Delaware corporation (“Tenant”).
ATEL VENTURES, INC. MASTER LEASE AGREEMENT NO. CONVX Dated as of March 15, 2006 (the "Effective Date")Master Lease Agreement • January 25th, 2010 • Convio, Inc. • Services-prepackaged software • California
NO INTEREST IN THE RENT DUE OR THE RIGHTS OF THE LESSOR UNDER ANY LEASE OF EQUIPMENT CAN BE TRANSFERRED BY THE DELIVERY OF POSSESSION OF ANY COUNTERPART OF THIS MASTER LEASE. SUCH AN INTEREST CAN BE TRANSFERRED ONLY BY DELIVERY OF POSSESSION OF THE ORIGINAL SIGNED COUNTERPART OF AN EQUIPMENT SCHEDULE EXECUTED PURSUANT HERETO.
AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 25th, 2010 • 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:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 25th, 2010 • Convio, Inc. • Services-prepackaged software • California
This LOAN AND SECURITY AGREEMENT is entered into as of October 26, 2007, by and among Comerica Bank, a Michigan banking corporation ("Bank"), on the one hand, and 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"), on the other hand.
ContractWarrant Agreement • January 25th, 2010 • Convio, Inc. • Services-prepackaged software • 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.
AGREEMENT AND PLAN OF MERGER BY AND AMONG CONVIO, INC. GASI ACQUISITION CORP., GETACTIVE SOFTWARE, INC. AND ROBERT EPSTEIN, AS STOCKHOLDERS' AGENT JANUARY 10, 2007Merger Agreement • January 25th, 2010 • Convio, Inc. • Services-prepackaged software • Texas
THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of January 10, 2007 by and among Convio, Inc., a Delaware corporation ("Acquiror"), GASI Acquisition Corp., a Delaware corporation ("Merger Sub") and a wholly owned subsidiary of Acquiror, GetActive Software, Inc. ("Target"), and Robert Epstein, as Target stockholders' agent (the "Stockholders' Agent").
AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 25th, 2010 • 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:
DAILY ADJUSTING LIBOR RATE/DAILY ADJUSTING LIBOR RATE WITH FLOOR ADDENDUM TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement Addendum • January 25th, 2010 • Convio, Inc. • Services-prepackaged software
This Daily Adjusting LIBOR Rate/ Daily Adjusting LIBOR Rate with Floor Addendum to Loan and Security Agreement (this “Addendum”) is entered into as of July 31, 2009, 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”). This Addendum supplements the terms of the Loan and Security Agreement dated October 26, 2007 (as the same may be amended, modified, supplemented, extended or restated from time to time, the “Agreement”).
SECOND AMENDMENT TO LEASELease • January 25th, 2010 • 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”).
ContractWarrant Agreement • January 25th, 2010 • Convio, Inc. • Services-prepackaged software • Delaware
THIS WARRANT AND THE SECURITIES 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.
CONVIO, INC. FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT April 10, 2007Investors' Rights Agreement • January 25th, 2010 • Convio, Inc. • Services-prepackaged software • Delaware
This Fifth Amended and Restated Investors' Rights Agreement (this "Agreement") is entered into as of April 10, 2007 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, Series S Common Stock, each with a par value $0.001 per share (collectively, the "Common Stock"), identified on Schedule I hereto (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 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 Stock"), listed on Schedule II hereto (individually, a "Preferred Holder" and collectively, the "Preferred Holders"). This Agreement amends, supersedes and replaces the Company's Fourth Amended and Restated Investor
PREFERRED STOCK WARRANT OF CONVIO, INC. July 2, 2004Warrant Agreement • January 25th, 2010 • Convio, Inc. • Services-prepackaged software • Texas
This Warrant is issued to Piper Jaffray & Co. (the “Holder”), by Convio, Inc., a Delaware corporation (the “Company”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged.
THIRD AMENDMENT TO LEASELease • January 25th, 2010 • Convio, Inc. • Services-prepackaged software • Texas
THIS Third Amendment to Lease (this “Amendment”) is entered into as of August , 2008, by and between RREEF Domain, LP, a Texas limited partnership (“Landlord”), and CONVIO, INC., a Delaware corporation (“Tenant”).
ContractWarrant Agreement • January 25th, 2010 • Convio, Inc. • Services-prepackaged software • Delaware
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.
AMENDMENT NUMBER FOUR TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 25th, 2010 • Convio, Inc. • Services-prepackaged software • California
This AMENDMENT NUMBER FOUR TO LOAN AND SECURITY AGREEMENT (“Amendment”), is entered into as of July 31, 2009, 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 AGREEMENTInvestors’ Rights Agreement • January 25th, 2010 • 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 , 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 Stock
Addendum to the Master Agreement for U.S. Availability Services Between SunGard Availability Services LP and Convio, Inc. Dated June 1, 2008Addendum to the Master Agreement for u.s. Availability Services • January 25th, 2010 • Convio, Inc. • Services-prepackaged software
The Master Agreement for U.S. Availability Services, having the above date, between SunGard Availability Services LP (“SunGard”), and the Customer named below. (“Master Agreement”) is amended effective June 1, 2008, as follows:
FIRST AMENDMENT TO TO MASTER LEASE AGREEMENT NO. CONVXMaster Lease Agreement • January 25th, 2010 • Convio, Inc. • Services-prepackaged software
THIS FIRST AMENDMENT TO MASTER LEASE AGREEMENT NO. CONVX ("Amendment") is made and entered into as of this 28th day of September, 2006, by and between ATEL Ventures, Inc., a California Corporation, with its principal office at 600 California Street, 6th Floor, San Francisco, CA 94108 ("Lessor") and Convio, Inc. with its principal office at 11921 N. Mopac Expressway, Suite 200, Austin, TX 78759 ("Lessee").
AMENDMENT NUMBER THREE TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 25th, 2010 • Convio, Inc. • Services-prepackaged software • California
This AMENDMENT NUMBER THREE TO LOAN AND SECURITY AGREEMENT (“Amendment”), is entered into as of February 9, 2009, 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:
FIRST AMENDMENT TO LEASELease • January 25th, 2010 • Convio, Inc. • Services-prepackaged software
THIS First Amendment to Lease (this "Amendment") is entered into as of April 23, 2007, by and between RREEF Domain, LP, a Texas limited partnership ("Landlord"), and CONVIO, INC., a Delaware corporation ("Tenant").
MASTER AGREEMENT BETWEEN SUNGARD AVAILABILITY SERVICES LP AND CONVIO, INC. a Delaware corporation DATED (the “Master Agreement”)Master Agreement • January 25th, 2010 • Convio, Inc. • Services-prepackaged software • Pennsylvania
This Master Agreement is comprised of the general terms and conditions set forth below and the terms and conditions set forth in the Services Exhibit(s) attached hereto (the services described in such exhibit(s) are referred to collectively as the “Services”). Each Schedule entered into hereunder represents a separate contract between SunGard and Customer or one of its Affiliates (as defined below) that incorporates and is governed by all of the terms of this Master Agreement. If there is a conflict between a Schedule and this Master Agreement, the Schedule shall govern. Each Schedule will designate which type of Services it covers by reference to one of the Services Exhibits, Each Schedule may be signed by Customer or one of its Affiliates, and such signer shall be deemed to be “Customer” for purposes of that Schedule, provided that the Customer who signed this Master Agreement shall be jointly and severally liable with such Affiliate for the performance of all obligations under such
