CANCELLATION OF PROMISSORY NOTECancellation 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.
ContractEventbrite, 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.
