patpoelsconsultingagreem






DocuSign Envelope ID: 41D86A3B-4025-46AA-A27A-56281AA8D549                                                                                                                                                                                                                                        ADVISORY AGREEMENT                    T��� ADVISORY AGREEMENT (���� �Agreement�) �� e��e�ed ���� be��ee� Pa� P�e�� (�Advisor�), a�d E�e��b���e, I�c., a      De�a�a�e c�����a���� (�Eventbrite�), (c���ec���e�� �e�e��ed �� a� ��e �Parties�) a�d �� da�ed a� �� ��e �a�e� �� the dates set forth beneath      the signatures below.                                                                            WITNESSETH:                    WHEREAS, Advisor hereby agrees to provide to Eventbrite, an events technology platform, services related to ensuring the      stability  of  the  Eventbrite  platform  and  a  seamless  transition  of  management  of  the  engineering  team  to  the  CEO,  as  described  in      Appendix A (��e �Services�), a�d �� �e���� ��� ��e Se���ce�, E�e��b���e ���� �a� Ad����� a� ��e �e����a�ed �a�e �e� ����� �� Appendix      A;                                   NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement and for other good      and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:                           1.  Relationship of the Parties; Independent Contractor.                     A.     Eventbrite  desires to  enter  into  this  Agreement  with  Advisor  for  the  performance  of  Services.  Both  Advisor  and      Eventbrite fully and freely intend to create an independent contractor relationship under this Agreement. Advisor is not an employee,      agent, partner or joint venture of Eventbrite and shall not bind nor attempt to bind Eventbrite to any contract. Advisor does not have the      right to employ or contract with any person on behalf of Eventbrite. From time to time upon request of Eventbrite, Advisor will provide      evidence of self-employment, tax registration and certification of foreign status for US tax purposes as Eventbrite may request and such      delivery shall be a condition precedent to the payment of fees hereunder.                      B.     Advisor is not eligible to participate in any of E�e��b���e�� e�����ee be�e��� ��a��, �����e be�e��� �����a��, �����      �����a�ce a��a��e�e��� �� �����a� �����a��. E�e��b���e ��a�� ��� �����de ����e��� c���e��a����, d��ab����� �����a�ce, S�c�a� Security      or unemployment compensation coverage, or any other s�a������ be�e��� �� Ad�����. I� �� �����e� e���e���� ��de�����d ��a� Ad�������      compensation under this Agreement shall consist, in its entirety, of fees outlined in Appendix A.                    C.     Advisor has  the  sole  right  to  control  the  manner,  method,  mode,  and  means  of  performing  Services  under  this      Agreement and is free to ignore any and all suggestions that Eventbrite may offer to Advisor. Advisor has the right to determine all      equipment and supplies needed to perform the Services and Advisor shall bear all expenses associated with the purchase, operation and      maintenance of equipment and supplies that Advisor deems necessary.                     D.     Advisor  will  not  be  required  to  attend  any  meetings  or  group  meetings of  any  kind,  will  not  be  subject  to  rules      applicable only to Eventbrite employees, and will not be required to submit any time reports.            2.  Representations and Warranties.                      A.     Advisor represents and warrants to Eventbrite that Advisor shall comply at Advis���� e��e��e ���� a�� a����cab�e      ���������� �� ����e��� c���e��a���� �a��, ��e������e�� c���e��a���� �a��, �a����a� �����a�ce a�d ��c�a� �ec����� �a��, ���e��n, US      federal,  state  and  local  income  tax  laws,  and  all  other  applicable  laws,  regulations  and  codes  in  performing  Services  under  this      Agreement. Advisor will be solely responsible to pay any and all state and/or federal income, social security and unemployment taxes      ��� Ad����� a�d Ad������� e�����ee�.                      B.     Advisor further represents and warrants to Eventbrite that the Services by Advisor will not intentionally violate or      infringe any copyright, patent, trade secret or other legal obligation or right, and that use of the Services by Eventbrite will not require      a license and/or payment of any additional fee and Advisor has obtained all licenses, permits and other authorizations required to perform      the Services. Advisor shall make a best effort to ensure that such licenses, permits and/or other authorizations remain in force during      the Term of the Agreement.                    C.     Advisor  will  indemnify  and  hold  harmless  Eventbrite  from  and  against  all  claims,  damages,  losses,  liabilities,      �e���e�e���, a�����e��� �ee�, c���� a�d e��e��e� a������ ��� �� �� �� c���ec���� ���� Ad������� b�eac� �� ���� A��ee�e�� �� any other                                                              1                                                                                                                        





 






DocuSign Envelope ID: 41D86A3B-4025-46AA-A27A-56281AA8D549                                                                                                                            ac���� �� ��ac���� b� �� �� be�a�� �� Ad����� �� Ad������� e�����ee�, ��bAd������, a�e���, �� �e��e�e��a���e�, e�ce�� �� ��e extent      ca��ed b� E�e��b���e�� �e����e�ce �� ������� ���c��d�c�.            3.      Assignment.                     A.     Although this Agreement is executed solely with Advisor, it is not a personal services contract. Advisor, without prior      notice or approval of Eventbrite, may employ or contract with any other person to assist in the performance of this Agreement. Advisor      shall be solely responsible for the performance of this Agreement and for all legal obligations, liabilities, and expenses arising therefrom.      Any subAdvisor shall be under the exclusive control of Advisor and Advisor shall be responsible for each subAdvisor, or for any act or      omission of any subAdviso�. Ad����� ���� e����e ��a� Ad������� ��bAd������, e�����ee� a�d ���e�� ������ed �� ��e Se���ce�, �� a��, a�e      b���d �� ������� �� ��e ���e�����, a�d �� a�� �� Ad������� �b���a����� ��de� ���� A��ee�e��.                      B.     Notwithstanding the foregoing, this Agreement �� ��� a�����ab�e b� Ad�����.  C������e�� ���� Ad������� ����� �� ���e      e�����ee�  a�d  c����ac�  ����  ��bAd������  ��e�  Ad�����  dee��  ��  �ece��a��,  Ad�����  a��ee�  ��a�  Ad�������  a��e�����  ��  ���������g      Ad������� c����ac��a� �b���a����� �a� a ��b��a���a� ��d�cement to Eventbrite to sign this Agreement; therefore, Advisor agrees to devote      ��c� ���e a� Ad����� dee�� �ece��a�� �� ������� Ad������� �b���a����� ��de� ���� A��ee�e��. E�e��b���e �a� ����� a����� a�d �ransfer      this Agreement in whole or part. This Agreement shall inure to the benefit of the successors and assigns of Eventbrite, and is binding      ���� Ad������� �e���, e�ec����� a�d �e�a� �e��e�e��a���e�.            4.      Fee.                      A.     In exchange for the Services, Eventbrite will compensate Advisor at the negotiated rate stated in Appendix A.                      B.     If Advisor believes any payment of fees is not accurate, Advisor agrees to notify Eventbrite in writing within fourteen      (14) days of the payment provided Advisor. Failure to timely notify Eventbrite in writing waives any claim that the amount paid was      inaccurate.  Eventbrite agrees to remedy the error within fourteen (14) days following receipt of written notification of a claimed error,      or will notify Advisor within that time that it disputes the claim of error.             5.      Risk of Loss. Ad����� bea�� ��e ���� �� ���� ��c���ed a� a �e���� �� Ad������� �b���a����� ��de� ���� A��ee�e��, ��c��d���, b��      not limited to, indemnification obligations, damages for breach of this Agreement, and obligations and liabilities incurred to Eventbrite,      subAdvisors and third parties.  Eventbrite makes no guarantee that Advisor will make a profit as a result of performing its obligations      ��de� ���� A��ee�e��. W�e��e� Ad����� ��c��� a ���� �� �a�e� a ������ ���� be de�e����ed b� Ad������� b����e�� ��d��e�� �n managing      the manner, method, mode, and means of operations chosen by Advisor.                6.      Confidential Information.                    A.     Definition. �Confidential Information� �ea�� a�� ������a���� a����cab�e �� �e�e�a�� �� ��e b����e�� �� E�e��b���e      or applicable or relevant to the business of any third party, which may be made known to Advisor by Eventbrite or by any third party or      learned by Advisor in the context of the relationship between the Parties, whether prior to or following the execution of this Agreement.       By  way  of  illustration,  but  not  limitation,  Confidential  Information  includes  any  and  all  Eventbrite  Inventions  (as  defined  below),      technical and non-technical information including patent, copyright, trade secret, and proprietary information, techniques, sketches,      drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents,      and  formulae  related  to  the  current,  future  and  proposed  products  and  services  of  Eventbrite,  and  includes,  without  limitation,      information concerning research, experimental work, development, design details and specifications, engineering, financial information,      procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising, marketing plans and      information, and information regarding other Advisors.                     B.     Duties Regarding Non-Disclosure. Advisor warrants and agrees that all times during and following the term of this      Agreement, he will keep all Confidential Information in strict confidence and not disclose such Confidential Information to any third      party and shall  use  his best efforts to protect such Confidential Information (including,  without limitation, all precautions  Advisor      e������ ���� �e��ec� �� Ad������� ��� c����de���a� �a�e��a��). Ad����� ��a�� ��e C����de���a� I�����a���� �� a �e�a� a�d ����er manner      consistent with the terms of this Agreement and only as may be nece��a�� �� ��e ��d��a�� c����e �� �e�������� Ad������� d���e� ��de�      ���� A��ee�e��. Ad������� ���e��a� d��c�����e �� C����de���a� I�����a���� ��a�� be ���� �� ����e e�����ee�, Ad������ �� a�e��s having      a need to know such information in connection with this Agreement and only insofar as such persons are bound by a nondisclosure      agreement  consistent  with  this  Agreement.   Advisor  shall  promptly  notify  Eventbrite  of  any  unauthorized  disclosure  or  use  of      Confidential Information by any person and/or entity. This Agreement imposes no obligation upon Advisor with respect to Confidential      Information that Advisor can establish by legally sufficient evidence that such information is or becomes generally known to the public      without violation of this Agreement or without a violation of an obligation of confidentiality owed to Eventbrite or a third party.  In      addition, Advisor may disclose Confidential Information that is specifically required by law or court order to be disclosed, provided that      Advisor shall have given Eventbrite reasonable notice and opportunity to object prior to such disclosure.                                                                    2                                                                                                                        





 






DocuSign Envelope ID: 41D86A3B-4025-46AA-A27A-56281AA8D549                                                                                                                                    C.     Ownership Interest in Confidential Information. A�� C����de���a� I�����a���� �� �����ded �a�-��� a�d E�e��b���e      makes no representation or warranty of any kind express or implied, with respect to the suitability, accuracy or non-infringement of      third party rights.  Eventbrite shall at all times retain sole and exclusive title to, ownership of, and all right in and control over the use      of all Confidential Information.  Nothing in this Agreement is intended to grant any rights or license to Advisor under any intellectual      property rights of Eventbrite, nor shall this Agreement grant Advisor any rights in or to any Confidential Information, except the limited      right to use such information in accordance with this Agreement. Upon termination of this Agreement or at the request of Eventbrite      ����  ���e  ��  ���e  be���e  �e����a����,  Ad�����  ����  de���e�  ��  E�e��b���e  a��  �����e�  a�d  �a���b�e  �a�e��a�  ��  Ad�������  ����ession      incorporating a�� C����de���a� I�����a���� �� ���e����e �e�a���� �� E�e��b���e�� b����e��.                    D.     Non-Solicit.  As additional protection for the Confidential Information, during the term of this Agreement and for a      period of one (1) year thereafter, Advisor will not, directly or indirectly, solicit, encourage, or cause others to solicit or encourage any      employees, Advisors or customers of Eventbrite to terminate or otherwise materially change their relationship with Eventbrite.            7.      Inventions. �Inventions� �ea�� a�� a�d all new or useful art, discovery, improvement, technical development, or invention      whether  or  not  patentable,  know-how,  designs,  works  of  authorship,  maskworks,  trademarks,  formulae,  processes,  manufacturing      techniques, trade secrets, ideas, artwork, software or other copyrightable or patentable works.  To the extent allowed by applicable law,      ��� ��e ������e� �� ���� A��ee�e��, ��e �e�� �Inventions� (a�d ��e a������e��� a�d ��ce��e� ��de� ���� Sec���� 7) ��a�� ��c��de (a�d      Advisor hereby expressly waives) all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as      �� �e�e��ed �� a� ����a� ������,� �a������� ������,� �d���� ���a�,� �� ��e ���e (c���ec���e�� �Moral Rights�).  T� ��e e��e�� Ad����� �e�a���      any such Moral Rights under applicable law, Advisor hereby ratifies and consents to any action that may be taken with respect to such      Moral Rights by or authorized by Eventbrite and agrees not to assert any Moral Rights with respect thereto.  Advisor will confirm any      such ratifications, consents and agreements from time to time as requested by Eventbrite.                     A.     Disclosure of Prior Inventions.  Advisor has identified on Appendix B attached hereto all Inventions relating in any      �a� �� E�e��b���e�� b����e��  �� ������ed b����e��  ���c�  �e�e  �ade b�  Ad����� ����� �� �����d��� Se���ce� �� E�e��b���e (�Prior      Inventions�).  Ad����� �e��e�e��� ��a� ��c� ���� �� c����e�e a�d ��a� Ad����� �a� �� ������ �� a�� ��c� I��e������ ���e� ��a� ����e P��or      Inventions specified in Appendix B.  If no Prior Inventions are listed on Appendix B, Advisor thereby represents that there are no such      Prior Inventions at the time of signing this Agreement.                    B.     Ownership of Eventbrite Inventions. Advisor hereby agrees to promptly to disclose and describe to Eventbrite and      agrees that Eventbrite shall own the entire right, title, and interest (including patent rights, copyrights, trade secret rights, maskwork      rights, sui generis database rights and all other intellectual property rights of any sort throughout the world) in and to, all Inventions and      any associated intellectual property rights which Advisor may solely or jointly conceive, develop or reduce to practice during the period      �� Ad������� Se���ce� ���� E�e��b���e, ��e��e� ����� �� �� ��������� ��e execution of this Agreement, that relate to the subject matter of      or arise out of or in connection with the Services or any Confidential Information, including, without limitation, any creative assets to      be delivered pursuant to Appendix A (�Eventbrite Inventions�).  A�� E�e��b���e I��e������ a�e ����� �ade ��� ���e ��� E�e��b���e ��      the extent allowed by law, and, if at any time for any reason any Eventbrite Invention is deemed not to be a work made for hire, Advisor      hereby irrevocably transfers and assigns, and agrees to transfer and assign, to Eventbrite or its designee, all right, title and interest      therein, including all copyrights and all renewals and extensions thereto. Without limiting the generality of the foregoing, Eventbrite      will have exclusive worldwide royalty free rights to modify, adapt, and prepare derivative works based upon the Eventbrite Inventions      and to use, reproduce, distribute, publicly perform, and display the Eventbrite Inventions in any manner and in any and all media now      or hereafter known.  Advisor will cooperate with Eventbrite and will execute and cause to be executed any assignments, instruments,      a�d d�c��e��� �ea���ab�� �e��e��ed b� E�e��b���e �� e��de�ce E�e��b���e�� ���e�e�� �� ������ �e�e��de�.                      C.     Assignment and License of Prior Inventions. Advisor agrees to grant Eventbrite or its designees a royalty free,      perpetual, irrevocable, transferable, sublicensable (with rights to sublicense through multiple tiers of distribution), worldwide license to      practice all applicable patent, copyright and other intellectual property rights relating to any Prior Inventions which Advisor incorporates,      or  permits  to  be  incorporated,  in  any  Eventbrite  Inventions,  products  or  services,  or  which  is  necessary  for  the  use,  reproduction,      distribution or other exploitation of any Eventbrite Inventions.  Notwithstanding the foregoing, Advisor agrees that Advisor will not      incorporate, or permit to be incorporated, such Prior Inventions in any Eventbrite Inventions, products or services without Eve��b���e��      prior written consent.                      D.     Cooperation in Perfecting Rights to Inventions.  Advisor will perform, during and after the term of this Agreement,      all acts deemed necessary or desirable by Eventbrite to permit and assist it, at its expense, in obtaining and enforcing the full benefits,      enjoyment, rights and title throughout the world in the Inventions hereby assigned or licensed to Eventbrite.  Such acts may include, but      are not limited to, execution of documents and assistance  or cooperation in the registration and enforcement of applicable patents,      c���������, �a������� �� ���e� �e�a� ���ceed����. I� ��e e�e�� ��a� E�e��b���e �� ��ab�e ��� a�� �ea��� �� �ec��e Ad������� �ignature to      any document required to apply for or execute any patent, copyright, mask work or other applications with respect to any Inventions      (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Advisor hereby irrevocably      designates and appoints Eventbrite and its duly authori�ed ����ce�� a�d a�e��� a� Ad������� a�e��� a�d a�����e��-in-fact to act for and      �� Ad������� be�a�� a�d ����ead �� Ad�����, �� e�ec��e a�d ���e a�� ��c� a����ca���� a�d �� d� a�� ���e� �a������ �e�����ed acts to further                                                              3                                                                                                                        





 






DocuSign Envelope ID: 41D86A3B-4025-46AA-A27A-56281AA8D549                                                                                                                            the prosecution and issuance of patents, copyrights, maskworks or other rights with the same legal force and effect as if executed by      Advisor. If any other person is in any way involved in any Services, Advisor will obtain the foregoing ratifications, agreements, licenses,      assignments, conse��� a�d a�������a����� ���� eac� ��c� �e���� ��� E�e��b���e�� e�c�����e be�e���.            8.      Expectation of Privacy.  Ad����� �ec�����e� a�d a��ee� ��a� Ad����� �a� �� e��ec�a���� �� ����ac� ���� �e��ec� �� E�e��b���e��      telecommunications,  networking  or  information  processing  systems  (including,  without  limitation,  stored  computer  files,  email      �e��a�e� a�d ���ce �e��a�e�) a�d ��a� Ad������� ac������, a�d a�� ���e� �� �e��a�e�, �� �� ����� a�� �� ����e ����e�� �a� be monitored      at any time without notice.              9.      Notices.  Any notice required or permitted under this Agreement shall be deemed to have been effectively made or given if in      writing and sent by confirmed email.            10.     Injunctive Relief.  A breach by Advisor of any of the promises or agreements contained in Section 7 or Section 8 will result      in irreparable and continuing damage to Eventbrite for which there will be no adequate remedy at law, and Eventbrite shall be entitled      to seek injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages      if appropriate) from any court of competent jurisdiction and without any requirement to post a bond.            11.     Complete Agreement.  This Agreement contains the entire agreement and understanding of the Parties and fully supersedes      all prior and contemporaneous agreements, correspondence, discussions and understandings between the Parties hereto pertaining to the      subject matter hereof.  In case of conflict between Appendix A and the body of this Agreement, the body of this Agreement shall control.      This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which together will      constitute one and the same instrument.  If a Party to this Agreement signs the signature page and faxes (or scans and emails) the      signature page to the other Party, then such signature page shall be deemed an original signature page to this Agreement and shall      constitute  the  execution  and  delivery  of  this  Agreement  by  the  sending  Party.   There  have been  no  representations,  inducements,      promises or agreements of any kind that have been made by any Party, or by any person acting on behalf of any Party, which are not      embodied within this Agreement.  This Agreement may not be changed or altered except in writing duly executed by Eventbrite and the      Advisor, or their duly authorized representatives.  The waiver by either Party of a breach of any provision of this Agreement shall not      operate or be construed as a waiver of any other or subsequent breach. The headings in this Agreement are inserted for convenience of      reference only and are not intended to define, limit or in any way describe the scope of this Agreement or the intent of any provisions      hereof. The failure of either Party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver      of such rights.  No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both Parties.       In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or      eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.             12.     Term and Termination.                    A.     Advisor will provide the Services to Eventbrite for the time period stated in Appendix A.                      B.     Either Party may terminate this Agreement at any time in its sole and absolute discretion, with or without Cause upon      giving  the  other  Party  at  least  7 da���  �����  �����e�  ����ce.  Sec�����  1-3  and  5-10  (inclusive)  of  this  Agreement  shall  survive  the      termination hereof.                      C.     Eventbrite may terminate this Agreement immediately for Cause by providing written notice to Advisor.  As used in      ����  A��ee�e��,  �Cause�  ��a��  �ea�:  (a)  Ad�������  �a�e��a�  ac�  ��  ���c��d�c�;  (b)  Ad�������  c���������  ��  a��  �e����  ��  a      misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct that would reasonably be expected to result in      material injury or re���a����a� �a�� �� E�e��b���e �� ��e A��ee�e�� �a� ��� �e����a�ed; (c) Ad������� b�eac� �� Sec����� 6 �� 7 �� ����      A��ee�e��;  ��  (d)  Ad�������  �a����e  ��  c���e�a�e  ����  a  b��a  ��de  ���e��a�  ���e����a����  ��  a�  ���e����a����  b�  �e���a����  �� law      enforcement authorities, after being instructed by Eventbrite to cooperate.                             D.     In the event Eventbrite terminates this Agreement without Cause, as defined in Paragraph 12(C) above, within 60 days      after such termination Eventbrite shall provide a lump sum payment to Advisor equal to $100,000 less the amount Eventbrite has paid      Advisor to date under the Agreement.        .              E.     In the event Eventbrite terminates this Agreement with Cause, as defined in Paragraph 12(C) above, or in the event      Advisor terminates this Agreement, Eventbrite will have no further liability to Advisor, other than for obligations that accrued prior to      such termination and obligations that survive the termination of this Agreement.                     F.     In the event of any termination of this Agreement, by Eventbrite or Advisor, Eventbrite shall pay Advisor all amounts      due through the date the Agreement terminates.                                                                           4                                                                                                                        





 






DocuSign Envelope ID: 41D86A3B-4025-46AA-A27A-56281AA8D549                                                                                                                                  IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.                   EVENTBRITE, INC.            By:             Name: ����������������           Title: ��������������������������������������           Date: ����������                 Advisor            By:             Name:  �������������           Date: ����������                             B� Ad�i����� �igna���e ab��e, Ad�i��� ackn��ledge� �ha�, ��i�� �� �igning, he �� �he ha� �ead �hi� Ag�eemen� in i�� en�i�e�� and was      afforded the opportunity to have it reviewed by legal counsel. Specifically, Advisor understands that this contractual relationship is      an independent contractor relationship. Advisor also acknowledges that this Agreement is negotiable, including the Fees herein.  If      Advisor is a company, the signer warrants that he or she has the authority to sign on behalf of the company.                                                                                                                                                                                                                                                                                                                                                                                            5                                                                                                                        





 






DocuSign Envelope ID: 41D86A3B-4025-46AA-A27A-56281AA8D549                                                                                                                                                                              Appendix A                                                                    Term: February 15, 2020 through June 30, 2020            Time dedication: Average of 40 hours per week             Fee: $6,442.30 per week. Fees to be paid in semi-monthly installments via ACH transfer, subject to the Termination provision of this      Agreement.             Equity Vest.  Ad������� e������� e����� ��a��� ���� c������e �� �e�� �� acc��da�ce ���� ��e�� ������a� �e����� �chedule during the term      of this Agreement. Vesting will cease at the conclusion of the term of this Agreement. Advisor will have three months after his service      to Eventbrite under this Agreement ends to exercise any and all then-vested portion of the existing equity grants.            Severance.  A� ��e c��c������ �� ��e Te�� �e� ����� ab��e, �� acc��da�ce ���� Ad������� E�ec����e Se�e�a�ce a�d C�a��e �� C������      Agreement, and in accordance with and subject to Advisor signing and not revoking a Severance and Release Agreement, Eventbrite      will pay Advisor a lump sum severance in an amount equal to $167,500 and six months of COBRA reimbursements.             Services: Advisor will be primarily responsible for ensuring the stability of the Eventbrite platform and a seamless transition of      management of the engineering team to the CEO.                                                                                          6                                                                                                                        





 






DocuSign Envelope ID: 41D86A3B-4025-46AA-A27A-56281AA8D549                                                                                                                                                                               Appendix B                                                       Prior Inventions                                                 ����                                               ___________      Advisor      Initials                                                                                                                                                                                                                                                                 7                                                                                                                        





 






DocuSign Envelope ID: 41D86A3B-4025-46AA-A27A-56281AA8D549                                                                                                                                                                               Appendix C                                                ARBITRATION AGREEMENT            This Arbitration Agreement covers important issues relating to your Strategic Advisory Agreement with Eventbrite and the      settlement of any disputes that may arise from time to time between you and Eventbrite. You are free to seek assistance from      independent advisors of your choice outside Eventbrite or to refrain from doing so, if that is your choice.         1. How This Agreement Applies                T��� A�b���a���� A��ee�e�� (��e �A��ee�e���) a����e� �� a�� d�����e a������ ��� �� �� �e�a�ed �� ���� S��a�e��c Ad������ A��eement      ����  E�e��b���e,  I�c.  (��e  �S��a�e��c  Ad������  A��ee�e���)  ��  ��e  ��  ���  a�����a�e�,  ��cce����,  ��b��d�a��e�  ��  �a�e��  c���a��e�      (collectively, "Eventbrite") or termination of Services and survives after the Strategic Advisor Agreement terminates. Nothing contained      in this Agreement shall be construed to prevent or excuse you (individually or in concert with others) or Eventbrite from utilizing the      Pa���e�� e������� ���ced��e� ��� �e�������� �� c����a����, a�d ���� A��ee�e�� �� ��� ���e�ded �� be a ��b������e ��� ��c� ���cedures.        Except as it otherwise provides, this Agreement is intended to apply to the resolution of disputes that otherwise would be resolved in a      court of law or before a forum other than arbitration. This Agreement requires all such disputes to be resolved only by an arbitrator      through final and binding arbitration and not by a court or jury trial. Such disputes include without limitation disputes arising out of or      relating  to  interpretation  or  application  of  this  Agreement,  including  without  limitation  as  to  the  enforceability,  conscionability,      revocability, or validity of this Agreement or any portion of this Agreement other than the Class Action Waiver contained in paragraph      6 below and disputes arising out of or related to the independent contractor relationship, including without limitation claims for breach      of contract, misclassification and failure to pay.        This Agreement is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. and evidences a transaction involving commerce.       2. Limitations On How This Agreement Applies       This Agreement does not apply to: (i) claims for workers compensation, state disability insurance and unemployment insurance benefits,      (ii) disputes which may not be subject to pre-dispute arbitration agreements as provided in the Dodd-Frank Wall Street Reform and      Consumer Protection Act, and (iii) claims for which applicable law permits access to an administrative agency notwithstanding the      existence of this  Agreement  and  which are then brought  before such administrative agency, including  without limitation claims or      charges  brought  before  the  Equal  Employment  Opportunity  Commission  (www.eeoc.gov),  the  U.S.  Department  of  Labor      (www.dol.gov),  the  National  Labor  Relations  Board  (www.nlrb.gov), or the  Office  of  Federal  Contract  Compliance  Programs      (www.dol.gov/esa/ofccp). Nothing in this Agreement shall be deemed to preclude or excuse a party from bringing an administrative      claim before any agency in order to fulfill the party's obligation to exhaust administrative remedies before making a claim in arbitration.        3. Selecting The Arbitrator       The neutral  Arbitrator  shall  be  selected  by  mutual  agreement  of  you  and  Eventbrite.  Unless  you  and  Eventbrite  mutually  agree      otherwise, the Arbitrator shall be an attorney licensed to practice in the location where the arbitration proceeding will be conducted or      a retired federal or state judicial officer who presided in the jurisdiction where the arbitration will be conducted. If for any reason the      parties cannot agree to an Arbitrator, either party may apply to AAA or a court of competent jurisdiction with authority over the location      where the arbitration will be conducted for appointment of a neutral Arbitrator. The court or AAA shall then appoint an arbitrator, who      shall act under this Agreement with the same force and effect as if the parties had selected the arbitrator by mutual agreement. The      location of the arbitration proceeding shall be San Francisco, California, unless each party to the arbitration agrees in writing otherwise.        4. Starting The Arbitration       All claims in arbitration are subject to the same statutes of limitation that would apply in court. The party bringing the claim must      demand arbitration in writing and deliver the written demand by hand or first class mail to the other party within the applicable statute      of limitations period. The demand for arbitration shall include identification of the parties, a statement of the legal and factual basis of      the claim(s), and a specification of the remedy sought. Any demand for arbitration made to Eventbrite shall be provided �� E�e��b���e��      Le�a� De�a���e�� a� E�e��b���e�� ��e� c���e�� �e����e�ed add�e�� ��� ��e �e���ce �� ���ce�� �� Ca�������a. T�e a�b���a��� ��all resolve all      disputes regarding the timeliness or propriety of the demand for arbitration. A party may apply to a court of competent jurisdiction for      temporary or preliminary injunctive relief in connection with an arbitrable controversy, but only upon the ground that the award to which      that party may be entitled may be rendered ineffectual without such provisional relief.       5. How Arbitration Proceedings Are Conducted                                                               8                                                                                                                        





 






DocuSign Envelope ID: 41D86A3B-4025-46AA-A27A-56281AA8D549                                                                                                                            In arbitration, the parties will have the right to conduct adequate civil discovery, bring dispositive motions, and present witnesses and      evidence as needed to present their cases and defenses, and any disputes in this regard shall be resolved by the Arbitrator.  A� a �a�����      �e��e�� �� �� ��e A�b���a����� ��� �����a���e, ��e A�b���a��� �a� ��b��e�a ����e��e� �� d�c��e��� ��� d��c��e�� ������e� �� �or the      arbitration hearing.  Any arbitration will be co�d�c�ed be���e ��e A�e��ca� A�b���a���� A���c�a���� (�AAA�) ��de� ��e AAA�� ��e�-     existing national rules for the resolution of employment disputes.       6.  Class Action Waiver       You and Eventbrite agree not to bring any dispute in arbitration on a class basis. Accordingly, there will be no right or authority for any      dispute to be brought, heard or arbitrated as a class action ("Class Action Waiver").         The Class Action Waiver shall be severable from this Agreement in the event it is found unenforceable. Notwithstanding any other      clause  contained  in  this  Agreement,  any  claim  that  all  or  part  of  the  Class  Action  Waiver  is invalid,      unenforceable, unconscionable, revocable, void or voidable may be determined only by a court of competent jurisdiction and not by an      arbitrator. The Class Action Waiver shall be severable in any case in which the dispute is filed as an individual action and severance is      necessary to ensure the individual action proceeds in arbitration.        7. Paying For The Arbitration       Each party will pay the fees for his, her or its own attorneys, subject to any remedies to which that party may later be entitled under      applicable law. However, you will only pay so much of the arbitration filing fees as you would have paid had you filed a Complaint in      a court of law and Eventbrite will pay all remaining administrative and/or hearing fees charged by the Arbitrator and/or AAA.       8. The Arbitration Hearing And Award       The parties will arbitrate their dispute before the Arbitrator, who shall confer with the parties regarding the conduct of the hearing and      resolve any disputes the parties may have in that regard. Within 30 days of the close of the arbitration hearing, any party will have the      right to prepare, serve on the other party and file with the Arbitrator a brief. The Arbitrator may award any party any remedy to which      that party is entitled under applicable law, but such remedies shall be limited to those that would be available to a party in his or her      individual capacity in a court of law for the claims presented to and decided by the Arbitrator, and no remedies that otherwise would be      available to an individual in a court of law will be forfeited by virtue of this Agreement. The Arbitrator shall apply applicable controlling      law and will issue a decision or award in writing, stating the essential findings of fact and conclusions of law. In addition to any other      �e��e�, ��e ��e�a����� �a��� �� a�� a�b���a���� ��a�� be e�����ed �� a� a�a�d �� ��� �� ��� c���� a�d �ea���ab�e a�����e��� �ees, with the      amount of such costs and fees to be determined in accordance with applicable law.  A court of competent jurisdiction shall have the      authority to enter a judgment upon the award made pursuant to the arbitration.        9. Enforcement Of This Agreement       This Agreement is the full and complete agreement relating to the formal resolution of disputes covered by this Agreement. Except as      stated in paragraph 6, above, in the event any portion of this Agreement is deemed unenforceable, the remainder of this Agreement will      be enforceable. If the Class Action Waiver is deemed to be unenforceable, you and Eventbrite agree that this Agreement is otherwise      silent as to any party's ability to bring a class action in arbitration.         I acknowledge that I have received, read, and understood this Dispute Resolution Agreement, including the Class Action Waiver      contained herein.                               �������������     Advisor Name (Printed):        Advisor Signature:       Date: ����������                                                                                                  9                                                                                                                        





 






DocuSign Envelope ID: 41D86A3B-4025-46AA-A27A-56281AA8D549                                                                                                                                                                                                                                                                     10                                                                                                                                                               





 






DocuSign Envelope ID: 2AE3480C-BB1E-458D-A2A6-18C71837CBDD                                                                                                                                                        Amendment #1 to                                       Strategic Advisory Agreement                                                                     This  Amendment  #1  to  the  Strategic  Advisory  Agreement  dated  as  of  February  6,  2020  (the         “Agreement”),  by  and  between  Eventbrite,  Inc.  (“Eventbrite”)  and  Pat  Poels  (“Advisor”)  (the         “Amendment”), is effective as of the later date signed below (“Effective Date”).  For purposes of this         Amendment, each of Eventbrite and Advisor shall be referred to as a party and collectively as the parties.                  The Agreement is modified as follows, and in the case of any difference between the Agreement and this         Amendment, this Amendment will control.  Any capitalized terms set forth herein but not defined shall         have the meanings given to them in the Agreement.                     1. The “Fee” section Appendix A of the Agreement will be deleted in its entirety and replaced with               the following:                                “$6,442.30 per week through April 15, 2020. Fees to be paid in semi-monthly installments                  via ACH transfer, subject to the Termination provision of this Agreement. Effective April 16,                  2020, no further cash payments will be made to the Advisor.”                     2. The “Equity Vest” section of Appendix A will be deleted in its entirety and replaced with the               following:                        “Advisor’s existing equity grants will continue to vest in accordance with their original vesting               schedule during the Term of the Agreement. Vesting will cease at the conclusion of the Term.                        The  Company  has  granted  the  Advisor  one  or  more  options  (collectively,  the  “Options”)  to               purchase shares of its common stock under the Company’s 2010 Stock Option Plan, as amended               (the “2010 Plan”) and/or the 2018 Stock Option and Incentive Plan (the “2018 Plan”). The Options,               to the extent vested as of the conclusion of the Term, have been amended to the extent necessary               to provide that the vested portion thereof shall remain exercisable until the earlier of (i) December               31, 2021 and (ii) the final expiration date of such Option set forth in the stock option agreement               governing  the  Option  (provided  that  such  Option  will  remain  subject  to  earlier  termination  in               connection  with  a  corporate  transaction  or  event  in  accordance  with  applicable  stock  option               agreements and equity incentive plan). Each of the Options that is an “incentive stock option”               within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, has been               deemed modified for the purposes of Section 424 of the Code. Therefore, to the extent any such               Option has an exercise price that is less than the fair market value of the Company’s common stock               as of the date of the Compensation Committee’s approval, such Option will no longer qualify as               an  incentive  stock  option  and  the  Advisor  will  lose  the  potentially  favorable  tax  treatment               associated with such Options.”                           3. The  “Severance”  Section  of  Appendix  A  will  be  deleted  in  its  entirety  and  replaced  with  the               following:                                                                   1          





 






DocuSign Envelope ID: 2AE3480C-BB1E-458D-A2A6-18C71837CBDD                                                                                                                            “In accordance with the terms of and subject to Advisor signing and not revoking a Severance               and Release Agreement, Eventbrite will pay Advisor a lump sum severance in an amount equal               to $167,500. In addition, at the conclusion of the Term, in accordance with Advisor’s Executive               Severance and Change in Control Agreement, Eventbrite will provide Advisor six months of               COBRA reimbursements.”                     4. Each  party  hereby  represents  and  warrants  to  the  other  that  (i)  it  has  all  requisite  power  and               authority to enter into this Amendment and to carry out the transactions contemplated hereby; and               (ii) the undersigned for each party has the full right, legal power and actual authority to bind such               party to the terms and conditions hereof.                           5. This  Amendment may be executed in  several  counterparts, each of which shall be deemed an               original but all of which together will constitute one and the same instrument.  If a party signs the               signature page and faxes (or scans and emails) the signature page to the other party, then such               signature page shall be deemed an original signature page to this Amendment and shall constitute               the execution and delivery of this Amendment by the sending party.                     Except as modified by this Amendment, all of the terms and conditions of the Agreement shall remain in         full force and effect.                                                                                              Signature page follows                                                                         2          





 






DocuSign Envelope ID: 2AE3480C-BB1E-458D-A2A6-18C71837CBDD                                                                                                                      IN WITNESS WHEREOF, each party has executed this Amendment as of the Effective Date.                  Patrick Poels                                    Eventbrite, Inc.                                                           Signature: \s3\         Signature: \s1\                                                          Name (Print): \n3Samantha\  Harnett        Name (Print): \n1Pat\  Poels                                                         Title: \t3\Senior  Vice President, General Counsel        Date Signed: 2020-05-09        \d1\                                             Date Signed: \d32020-05-10\                                                                                                                                                                                                                                                                                                        3