ex1029ebofferletterbrian






DocuSign Envelope ID: 45187948-0B79-4E38-8DE3-FD452806D736                                                                                                                                                                                                                                                             155 5th Street            San Francisco, CA 94103                        CONFIDENTIAL INFORMATION                        December 23, 2017                        Brian Irving            251 Missouri Street             San Francisco CA 94107                        Re: Employment Offer Letter                        Dear Brian,                         It is my pleasure to offer you a position at Eventbrite, Inc. (“Company”), coming on board to assume a            primary role in building our business.  The details of this offer are as follows:                                          Position:         Chief Brand Officer                                           Reporting To:     CEO, Julia Hartz                                          Base Salary:                 $300,000                                          Stock Options:          175,000                                          Start Date:             January 8, 2018                        This offer is contingent upon reference checks, background checks, clearance of any conflicts of interest,            your execution of the Proprietary Information and Invention Assignment Agreement, and your eligibility            to work in the United States.  The terms of your new position with the Company are as set forth below:                              1.    Position.  We are very pleased to offer you the position set forth above under “Position”            reporting directly to the position set forth above under “Reporting To.”                              2.    Start Date.  Subject to fulfillment of the conditions imposed by this letter agreement, you            will commence this new position with the Company on the above start date.                              3.    Proof of Right to Work.  For purposes of federal immigration law, you will be required to            provide to the Company documentary evidence of your identity and eligibility for employment in the            United States.  Such documentation must be provided to us within three (3) business days of your start            date, or your employment relationship with us may be terminated.                              4.    Compensation.                





 






DocuSign Envelope ID: 45187948-0B79-4E38-8DE3-FD452806D736                               (a) Base Salary.  If you accept this offer, you will receive the base salary listed above, which will            be payable in semi-monthly installments on our regular paydays, as in effect from time to time, net of all            applicable withholding taxes and deductions.                                (b) Benefits.  As an employee of the Company, you will be eligible for company benefits as in            effect from time to time in accordance with our policies for similarly situated employees.                              (c) Bonus.  As an executive of the Company, you will be eligible to participate in any available            2018 executive bonus program as approved by the Board of Directors.                                5.    Option to Purchase Common Stock.                               In connection with the commencement of your employment, the Company will recommend that            the Company’s Board of Directors grant you an option (the “Option”) to purchase the number of shares of            the Company’s Common Stock set forth under “Stock Options” above (“Shares”) under the Company’s            2010 Stock Plan, as amended (“Plan”).  This Option shall be governed by the terms and conditions of the            Plan and the Company’s Stock Option Agreement (“Agreement”), including without limitation having an            exercise purchase price equal to the fair market value of the Shares on the date of the grant as determined            in good faith by the Company’s Board of Directors and being subject to the Company’s standard new hire            vesting schedule.  The Shares issued upon the exercise of the Option will be subject to various rights,            restrictions and obligations, as provided in the Agreement and Plan.  A copy of the Plan and the form of            the Agreement are available for your review upon request.  The Option will be partially an incentive stock            option to the extent allowed by the Plan and applicable law.                                6.    Proprietary Information and Invention Assignment Agreement.  Your acceptance of this            offer and commencement of employment with the Company is contingent upon your execution of the            Company’s “Proprietary Information and Invention Assignment Agreement,” signed copies of which            must be delivered to an officer of the Company prior to or on your start date.                               7.    Conflicts of Interest.  Your employment pursuant to this offer is contingent upon you            having disclosed to the Company any potential conflicts of interest between your past employment and            future duties with the Company.  By accepting this offer of employment, you are certifying that (i) you            are not aware of any impediment to loyal and conscientious employment with the Company, (ii) you have            not engaged in any conduct or entered into any agreement that would disqualify you from employment            with the Company or in anyway restrict your employment with the Company, and (iii) neither your            employment with the Company nor the discharge of your employment duties will violate any agreement            that you have executed with a third party.                                You agree to the best of your ability and experience that you will at all times loyally and            conscientiously perform all of the duties and obligations required of and from you in connection with            your employment with the Company, and to the reasonable satisfaction of the Company.  During the term            of your employment, you further agree that you will devote all of your business time and attention to the            business of the Company, the Company will be entitled to all of the benefits and profits arising from or            incident to all such work services and advice and you will not render commercial or professional services            of any nature to any person or organization, whether or not for compensation, without the prior written            consent of the Company’s Chief Executive Officer. By way of illustration, but not limitation you may not            (i) accept or perform work of a nature that conflicts or competes in any way with the business, products or            services of the Company, or causes you or has potential to cause you to be disloyal; (ii) use any Company            resources including, but not limited to, computer hardware and software, telephones, facsimile machines,            and copiers, for or in connection with any non-Company work; (iii) perform any non-Company work on              





 






DocuSign Envelope ID: 45187948-0B79-4E38-8DE3-FD452806D736                         Company premises; or (iv) perform any non-Company work during normal business hours.  Nothing in            this letter agreement will prevent you from accepting speaking or presentation engagements in exchange            for honoraria or from serving on boards of charitable organizations, provided such efforts are not            inconsistent with the above principles.                                 8.    At-Will Employment.  Notwithstanding any other provision of this letter agreement to the            contrary, your employment with the Company will be on an “at will” basis, meaning that either you or the            Company may terminate your employment at any time for any reason or no reason, with or without cause.             No employee or representative of the Company, other than the Chief Executive Officer has the authority            to alter the at-will nature of your employment relationship.  The Chief Executive Officer can only do so in            a written employment agreement that is signed by both the Chief Executive Officer and yourself.                              We are delighted to extend you this offer until 5 pm PST on January 1, 2018 and look forward to            working with you. To indicate your acceptance of the Company’s offer, please sign and date this letter            agreement in the space provided below and return it to me, along with a signed and dated copy of the            Proprietary Information and Invention Assignment Agreement.                               This letter, together with the Proprietary Information and Invention Assignment Agreement and            Executive Severance and Change in Control Agreement, sets forth the terms of your employment with the            Company and supersedes any prior representations or agreements, whether written or oral.  This letter            may not be modified or amended except by a written agreement, signed by the Company and by you.                              If you have any questions about this offer, please call me.  We look forward to a favorable reply            and to a rewarding and productive association with you.                        Sincerely,                                                                                                                                                                                                                        Julia Hartz, CEO                        Agreed and Accepted:                                    ___________________________         2017-12-29______________________               Brian   Irving                      Date                                          Enclosures:   Proprietary Information and Invention Assignment Agreement; Executive Severance and            Change in Control Agreement; Arbitration Agreement                                                    





 






DocuSign Envelope ID: 45187948-0B79-4E38-8DE3-FD452806D736                             PROPRIETARY INFORMATION AND INVENTION ASSIGNMENT AGREEMENT                              This Agreement is effective as of the commencement of my employment with Eventbrite, Inc., its            subsidiaries and/or affiliates (all of the foregoing together with their successors and assigns being referred            to collectively herein as the “Company”) and is intended to formalize in writing certain understandings            and procedures that have been in effect since the time I was initially employed by the Company.  In return            for my new or continued employment by the Company, I acknowledge and agree that:                   1.    Period of Employment.  As used herein, the period of my employment (as well as the            definition  of  “employment,”  “employed,”  and  words  of  similar  import  as  used  in  this  Agreement)            includes any time in which I may be or have been rendering services to the Company or retained by the            Company as a consultant or independent contractor.                   2.    Information Systems.  I recognize and agree that I have no expectation of privacy with            respect to the Company’s telecommunications, networking or information processing systems (including,            without limitation, stored computer files, email messages and voice messages) and that my activity and            any files or messages on or using any of those systems may be monitored at any time without notice.                     3.    Proprietary Information.  I understand that “Proprietary Information” means information            the Company has or will develop, acquire, create, compile, discover or own, that has value in or to the            Company’s  business,  which is  not  generally  known  and  which  the  Company  wishes  to  maintain  as            confidential.  Proprietary Information includes both information disclosed by the Company to me, and            information  developed  or  learned  by  me  during  the  course  of  my  employment  with  the  Company.             Proprietary  Information  also  includes  all  information  of  which  the  unauthorized  disclosure  could  be            detrimental to the interests of the Company, whether or not such information is identified as Proprietary            Information.                   By way of illustration, but not limitation, Proprietary Information includes any and all Company            Inventions (as defined  below), technical and non-technical information including patent, copyright and            trade  secret,  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 the Company, and includes, without limitation, its            respective  information  concerning  research, experimental  work,  development,  design  details  and            specifications, engineering, financial information, procurement requirements, purchasing, manufacturing,            customer lists and identities (including but not limited to customers of the Company on which I called or            with which I may become acquainted during the term of my employment), business forecasts, sales and            merchandising,  marketing  plans  and  information,  and  information  regarding  other  employees.   I            understand nothing in this Agreement is intended to limit employees’ rights to discuss the terms, wages,            or working conditions of their employment, as protected by applicable law.                              4.    Non-disclosure  of  Proprietary  Information.   All  Proprietary  Information  is  the  sole            property of the Company, its assigns, and/or third parties who provided it to the Company, as applicable,            and  the  Company,  such  assigns  and/or  such  third  parties, as applicable,  shall  be  the  sole  owner of  all            patents, copyrights, works, trade secrets and other rights in connection therewith.  I hereby assign to the            Company any rights I may have or acquire in such Proprietary Information.  At all times, both during my            employment  by  the  Company  and  after  its  termination,  I  will  keep  in  strict  confidence  and  trust  all            Proprietary Information, and I will not use or disclose any Proprietary Information or anything directly            relating to it without the written consent of the  Company, except as  may be necessary in the ordinary            course of performing my duties as an employee of the Company.  Notwithstanding the foregoing, it is            understood that: (a) this Agreement does not restrict my use of information which is generally known in              





 






DocuSign Envelope ID: 45187948-0B79-4E38-8DE3-FD452806D736                         the trade or industry not as a result of a breach of this Agreement and my own skill, knowledge, know-           how and experience to whatever extent and in whatever way I wish (but, for clarity, the foregoing does            not  grant  me  a  license  to  any  Company  intellectual  property);  and  (b)  I  may  make  disclosures  of            Proprietary  Information  that are  specifically  required  by  law or  court  order,  provided  that I  have  used            diligent  efforts  to  limit  disclosure  and  to  obtain  confidential  treatment  or  a  protective  order  and  have            notified the Company of such proceedings giving it an adequate chance to do the same.  I understand my            unauthorized use or disclosure of Company Proprietary Information during my employment may lead to            disciplinary  action,  up  to  and  including  immediate  termination  and  legal  action  by  Company.   I  also            understand my obligations under this Section 4 shall continue after termination of my employment.                     5.    Return  of  Materials.   Upon  termination  of  my  employment,  or  at  the  request  of  the            Company  from  time  to  time  before  termination,  I  will deliver  to  the  Company  all  Company  property,            including but not limited to devices and equipment.                     6.    Inventions.  As used in this Agreement, the term “Inventions” means any and all new or            useful art, discovery, improvement, technical development, or invention whether or not patentable, know-           how,  designs,  works  of  authorship,  mask  works,  trademarks,  formulae,  processes, manufacturing            techniques,  trade  secrets,  ideas,  artwork,  software  or  other  copyrightable  or  patentable  works.   To  the            extent  allowed  by  applicable  law,  for  purposes  of  this  Agreement,  the  term  “Inventions”  (and  the            assignments and licenses under Section 8 below) shall include (and I hereby expressly waive) all rights of            paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as            “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively “Moral Rights”).  To the extent I            retain any such Moral Rights under applicable law, I hereby ratify and consent to any action that may be            taken with respect to such Moral Rights by or authorized by the Company and agree not to assert any            Moral Rights with respect thereto.  I will confirm any such ratifications, consents and agreements from            time to time as requested by the Company.                   7.    Disclosure of Prior Inventions.  I have identified on Attachment A (“Prior Inventions”)            attached hereto all Inventions relating in any way to the Company’s business or proposed business which            were made by me prior to my employment with the Company (“Prior Inventions”), and I represent that            such  list  is  complete.   I  represent  that  I  have  no  rights  in  any  such  Inventions  other  than  those Prior            Inventions  specified  in  Attachment A  (“Prior  Inventions”).   If  there  is  no  such  list  on  Attachment  A            (“Prior  Inventions”),  I  represent  that  I  have  made  no  such  Prior  Inventions  at the  time  of  signing  this            Agreement.                   8.    Ownership of Company Inventions; License of Prior Inventions.  I hereby agree promptly            to disclose and describe to the Company, and I hereby assign and agree to assign to the Company or its            designee, my entire right, title, and interest (including patent rights, copyrights, trade secret rights, mask            work 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  I  may  solely  or            jointly conceive, develop or reduce to practice during the period of my employment with the Company,            whether prior to or following the execution of this Agreement, to and only to the fullest extent allowed by            applicable law, including California Labor Code Section 2870 (“Company Inventions”).  I agree to grant            the  Company  or  its  designees  a  non-exclusive,  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 and confidential information            relating  to  any  Prior  Inventions  which  I  incorporate,  or  permit  to  be  incorporated,  in  any  Company            Inventions,  products  or  services,  or  which  is  necessary  for  the  use,  reproduction,  distribution  or  other            exploitation  of  any  Company  Inventions.   Notwithstanding  the  foregoing,  I  agree  that  I  will  not               





 






DocuSign Envelope ID: 45187948-0B79-4E38-8DE3-FD452806D736                         incorporate, or permit to be incorporated, such Prior Inventions in any Company Inventions, products or            services without Company’s prior written consent.                   9.    Cooperation in Perfecting Rights to Inventions.                         (a)   I agree to perform, during and after my employment, all acts deemed necessary            or desirable by the Company to permit and assist it, at its expense, in obtaining, perfecting, maintaining,            defending  and  enforcing  the  full  benefits,  enjoyment,  rights  and  title  throughout  the  world  in  the            Inventions hereby assigned or licensed to the Company.  Such acts may include, but are not limited to,            execution of documents and assistance or cooperation in the registration and enforcement of applicable            patents, copyrights, mask works or other legal proceedings.                         (b)   In the event the Company is unable for any reason to secure my signature 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),  I  hereby  irrevocably  designate  and  appoint  the  Company  and  its  duly            authorized officers and agents as my agents and attorneys-in-fact to act for and on my behalf and instead            of me, to execute and file any such application and to do all other lawfully permitted acts to further the            prosecution and issuance of patents, copyrights, mask works or other rights with the same legal force and            effect as if executed by me.                   10.   No  Violation  of  Rights  of  Third  Parties.   My  performance  of  all  the  terms  of  this            Agreement and as an employee of the Company do not and  will not breach any agreement to keep in            confidence proprietary information, knowledge or data acquired by me prior to my employment with the            Company, and I will not disclose to the Company, use in the course of my employment, or induce the            Company  to  use,  any  confidential  or  proprietary  information  or material  belonging  to  any  previous            employer or others.  I am not a party to any other agreement, whether written or oral, that will interfere            with my full compliance with this Agreement.  I agree not to enter into any agreement, whether written or            oral, that will interfere with my full compliance with this Agreement.                   11.   Survival.  This Agreement (a) shall survive my employment by the Company, (b) does            not in any way restrict my right or the right of the Company to terminate my employment at any time, for            any reason or for no reason, (c) inures to the benefit of successors and assigns of the Company, and (d) is            binding upon my heirs and legal representatives.                   12.   Non-assignable  Inventions.   Notwithstanding  any  provision  of  this  Agreement  to  the            contrary, this Agreement does not apply to any Invention that qualifies fully as a non-assignable Invention            under  the  provisions  of  Section  2870  of  the  California  Labor  Code  (which  is  attached  hereto  as            Attachment B), and I acknowledge that I have received and reviewed such provisions of the California            Labor Code.  However, I agree to disclose promptly in writing to the Company all Inventions made or            conceived by me during the term of my employment, whether or not I believe such Inventions are subject            to this Agreement, to permit a determination by the Company as to whether or not the Inventions should            be the property of Company.  Any such information will be received in confidence by the Company.                   13.   No Solicitation of Employees.  During the term of my employment with the Company            and for a period of twelve (12) months thereafter, I will not directly or indirectly solicit, induce, recruit or            encourage  any  of  the  Company’s  employees  or  consultants  to  terminate  their  relationship  with  the            Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the            Company, either for myself or for any other person or entity.               





 






DocuSign Envelope ID: 45187948-0B79-4E38-8DE3-FD452806D736                               14.   No  Competition.   I  agree  that  during  the  term  of  my  employment  with  the  Company            (whether or not during business hours), I will not engage in any activity that is in any way competitive            with  the  business  or  demonstrably  anticipated  business  of  the  Company,  assist  any  other  person  or            organization in competing with any business or demonstrably anticipated business of the Company, or            engage in any other activities that conflict with my obligations to the Company.                     15.   No Solicitation of Customers.  I agree that for a period of twelve (12) months following            my  employment  with  the  Company,  I  will  not  use  any  Proprietary  Information  of  the  Company  to            negatively influence any of the Company’s clients or customers from purchasing Company products or            services,  or  to  solicit  or  influence  or  attempt  to  influence  any  client,  customer  or  other  person  either            directly or indirectly to direct any purchase of products and/or services to any person, firm, corporation,            institution or other entity in competition with the business of the Company.                   16.   Communication to Future Employers.  Without disclosing any Proprietary Information, I            agree to communicate my obligations under this Agreement to any future employer or potential employer.             The  Company  is  entitled  to  communicate  my  obligations  under  this  Agreement  to  any  such  future            employer or potential employer.                   17.   Termination  Certification.   Upon  termination  of  my  employment  with  the  Company,  I            agree to immediately sign and deliver to the Company the “Termination Certification” attached hereto as            Exhibit C.  I also agree to keep the Company advised of my home and business address for a period of            three (3) years after termination of my employment with the Company, so that the Company can contact            me regarding my continuing obligations provided for in this Agreement.                   18.   Injunctive Relief.  A breach of any of the promises or agreements contained herein will            result in irreparable and continuing damage to the Company for which there will be no adequate remedy            at law, and the Company shall be entitled to injunctive relief and/or a decree for specific performance,            and  such  other  relief  as  may  be  proper  (including  monetary  damages  if  appropriate)  and  without  any            requirement to post a bond.                   19.   Notices.  Any notice required or permitted by this Agreement shall be in writing and shall            be delivered as follows with notice deemed given as indicated:  (i) by personal delivery when delivered            personally; (ii) by  overnight  courier  upon  written  verification  of  receipt;  (iii) by  telecopy  or  facsimile            transmission upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered            mail, return receipt requested, upon verification of receipt.  Notice shall be sent to the addresses set forth            below or such other address as either party may specify in writing in accordance with this section.                   20.   Governing  Law.  This  Agreement shall  be  governed  in  all respects  by  the  laws  of  the            United  States of  America  and  by  the  laws  of  the  State  of  California,  as  such  laws  are  applied  to            agreements entered into and to be performed entirely within California between California residents.                   21.   Severability.  Should any provisions of this Agreement be held by a court of law to be            illegal,  invalid  or  unenforceable,  such  illegal,  invalid  or  unenforceable  portion(s)  shall  be  limited  or            excluded  from this  Agreement to the  minimum extent required  so  that this  Agreement shall otherwise            remain in full force and effect and enforceable in accordance with its terms.                     22.   Waiver;  Delay.   The  waiver  by  the  Company  of  a  breach  of  any  provision  of  this            Agreement by me shall not operate or be construed as a waiver of any other or subsequent breach by me.             No delay by the Company in enforcing any of its rights or remedies upon a breach of any provision of this            Agreement shall be construed as a waiver of such breach.              





 






DocuSign Envelope ID: 45187948-0B79-4E38-8DE3-FD452806D736                               23.   Assignment.   This  Agreement  is  fully  assignable  by  the  Company,  but  any  purported            assignment  of  rights  or  delegation  of duties  under  this  Agreement  by  me  is  void  and  of  no  force  and            effect.                   24.   Entire  Agreement.  This  Agreement,  together  with my  offer letter  agreement to  which            this Agreement was attached, represents my entire understanding with the Company with respect to the            subject  matter  of  this  Agreement  and  supersedes  all  previous  understandings,  written  or  oral.   This            Agreement may be amended or modified only with the written consent of both an authorized officer of            the  Company  and  me.   No  oral  waiver,  amendment  or  modification  shall  be  effective  under  any            circumstances whatsoever.                   25.   At-Will Employment.   I  understand  and  acknowledge  that  my  employment  with  the            Company  is  for  no  specified  term  and  constitutes  “at-will”  employment.  I  also  understand  that  any            representation to the contrary is unauthorized and not valid unless in writing and signed by the CEO of            the Company.  Accordingly, I acknowledge that my employment relationship may be terminated at any            time, with or without good cause or for any or no cause, at my option or at the option of the Company,            with  or  without  notice.   I  further  acknowledge  that  the  Company  may  modify  job  titles,  salaries,  and            benefits from time to time as it deems necessary.                           I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE            OBLIGATIONS  WHICH  IT  IMPOSES  UPON  ME  WITHOUT  RESERVATION.   NO            PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN            THIS AGREEMENT.  I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY.                                                               ______________________________                                                                                                      Name:_______________________________Brian Irving                                                                                                       Address: _________________________________251 Missouri Street, San Francisco  CA 94107                                                  Dated:   2017-12-29_________________                                                                                                Accepted and Agreed:                        Eventbrite            155 5th Street            San Francisco, CA 94103                                                               By:                                                                                                                                                                                                                                                                                 





 






DocuSign Envelope ID: 45187948-0B79-4E38-8DE3-FD452806D736                         Julia Hartz, CEO            Title:   Chief Executive Officer            Dated: ___________________2017-12-29                                                                                                                                               





 






DocuSign Envelope ID: 45187948-0B79-4E38-8DE3-FD452806D736                                                          Attachment A                                                                                             PRIOR INVENTIONS                                   None                                                                                                                                                                                                                                   ________            Employee             Initials                                                    





 






DocuSign Envelope ID: 45187948-0B79-4E38-8DE3-FD452806D736                                                                      Attachment B                                    California  Labor  Code  Section  2870.  Application  of  provision  providing  that            employee shall assign or offer to assign rights in invention to employer.                         (a)   Any  provision  in  an  employment  agreement  which  provides  that  an            employee shall assign, or offer to assign, any of his or her rights in an invention to his or her            employer shall not apply to an invention that the employee developed entirely on his or her own            time  without  using  the  employer’s  equipment,  supplies,  facilities,  or  trade  secret  information            except for those inventions that either:                               (1)   Relate  at  the  time  of  conception  or  reduction  to  practice  of  the                        invention  to  the  employer’s  business,  or  actual  or  demonstrably  anticipated                        research or development of the employer; or                               (2)   Result  from  any  work  performed  by  the employee  for  his                        employer.                         (b)   To the extent a provision in an employment agreement purports to require            an employee to assign an invention otherwise excluded from being required to be assigned under            subdivision (a), the provision is against the public policy of this state and is unenforceable.                                                                                             





 






DocuSign Envelope ID: 45187948-0B79-4E38-8DE3-FD452806D736                                                          Attachment C                                                                              EVENTBRITE, INC. TERMINATION CERTIFICATION                                                                     This is to certify I do not have in my possession, nor have I failed to return, any devices, records,            data,  notes,  reports,  proposals,  lists, correspondence,  specifications,  drawings,  blueprints,  sketches,            materials,  equipment,  or  other  documents  or  property,  or  reproductions  of  any  and  all aforementioned            items  belonging  to  Eventbrite,  Inc.,  its  subsidiaries,  affiliates,  successors  or  assigns  (together,  the            “Company”).                                I further certify I have complied with all the terms of the Company’s Proprietary Information and            Invention  Assignment  Agreement  signed  by  me,  including  but  not  limited  to,   the  reporting  of  any            inventions (as defined therein) conceived or made by me (solely or jointly with others) as covered by that            agreement,  and  my  obligations  not  to  use  or  disclose  Company  Proprietary  Information  (as  defined            therein)  except  as  necessary  in  the  ordinary  course  of  performing  my  duties  as  an  employee  of  the            Company.                                      I  further  agree  that  I  will  comply  with  my  obligation  under  the  Proprietary  Information  and            Invention Assignment Agreement not to use or disclose any trade secrets, confidential knowledge, data or            other  proprietary  information  relating  to  products,  processes,  know-how,  designs,  formulas,            developmental or experimental work, computer programs, data bases, other original works of authorship,            customer lists, business plans, financial information or other subject matter pertaining to any business of            the Company or any of its employees, clients, consultants or licensees.                                    I further agree that, for twelve (12) months from the date of this Certification, I shall not either            directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants            to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take            away employees or consultants of the Company, either for myself or for any other person or entity.                                    I further agree that, for twelve (12) months from the date of this Certification, I shall not use any            Proprietary  Information  of  the  Company,  as  defined  under  the  Proprietary  Information  and  Invention            Assignment  Agreement,  to  negatively  influence  any  of  the  Company’s  clients  or  customers  from            purchasing  Company  products  or  services  or  to solicit  or  influence  or  attempt to  influence  any  client,            customer or other person either directly or indirectly to direct any purchase of products and/or services to            any person, firm, corporation, institution or other entity in competition with the business of the Company.                                                      After leaving the Company’s employment, I will be employed                        by:_______________________________________________________________________in the position                         of: _______________________________________________________________________                                    Date: ________________                    Signature:__________________________                                                                  __________________________________                                                      Name of Employee                                                   





 






DocuSign Envelope ID: 45187948-0B79-4E38-8DE3-FD452806D736                                 EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT                    This Executive Severance and Change in Control Agreement (the “Agreement”) is made            this ___________ day of ______________, 2018, by and between Eventbrite, Inc., a Delaware            corporation (the “Company”), and ______________(the “Executive”).                   WHEREAS,  the  Company  and  the  Executive  desire  to  enter  into  this  Agreement,            effective  ___________  (the  “Effective  Date”),  in  order  to,  among  other  things,  provide  for            certain severance benefits upon a termination of employment both in connection with a change            of  control  of the  company  and  in  connection  with  certain  events  not  involving  a  change  in            control of the Company.                   NOW, THEREFORE,   in consideration of the foregoing and of the respective covenants            and agreements of the parties herein contained, the parties hereto agree as follows:                   1.    Purpose and Term.                           (a)   Purpose.  The Compensation Committee of the Board of Directors of the            Company (the “Board”) has determined that appropriate steps should be taken to provide the            Executive with competitive compensation and benefits arrangements in the event his or her            employment is involuntarily terminated under certain circumstances.  Nothing in this Agreement            shall be construed as creating an express or implied contract of employment; and, except as            otherwise agreed in writing between the Executive and the Company, the Executive shall not            have any right to be retained in the employ of the Company, any successor to the Company or            any successor of any business of the Company.                         (b)   Term. The terms of this Agreement shall commence on the Effective Date            and shall continue until and including the third anniversary of the Effective Date unless earlier            terminated as provided herein or extended as described in this paragraph (the “Initial Term”).            The Initial Term shall be renewed automatically for periods of one year (each, an “Extended            Term”) commencing at the third anniversary of the Effective Date and each subsequent            anniversary thereof, unless written notice of non-renewal is given by the Company not less than            60 days prior to the end of the Initial Term or any Extended Term. As used herein, “Term” shall            include the Initial Term and any Extended Term, but the Term shall end upon any termination of            the Executive’s employment with the Company as provided herein. Notwithstanding the            foregoing, in the event a Change in Control (as defined in Section 5(b)) occurs during the Initial            Term or any Extended Term, the Term shall be extended until 12 months after the Change in            Control.                   2.    Severance Benefits Not in Connection with a Change in Control.  If, during the            Term, the Executive’s employment is terminated by the Company for any reason other than for            Cause, Disability or death, subject to the Executive signing a separation and release agreement            containing, among other provisions, a general release of claims in favor of the Company and            related persons and entities, confidentiality, return of property and non-disparagement, in a form            and manner satisfactory to the Company (the “Separation Agreement and Release”), and the               





 






DocuSign Envelope ID: 45187948-0B79-4E38-8DE3-FD452806D736                         Separation Agreement and Release becoming irrevocable, all within 60 days after the earlier of            (i) the Date of Termination or (ii) the date the Executive is provided with the Separation            Agreement and Release (the “60-day Period”), the Executive shall be entitled to the following:                           (a)   The Company shall pay the Executive a lump sum in cash in an amount            equal to six (6) months of the Executive’s then current base salary.                             (b)   If the Executive was participating in the Company’s group health plan            immediately prior to the Date of Termination and elects COBRA health continuation, then the            Company shall pay to the Executive a monthly cash payment for 6 months or the Executive’s            COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly            employer contribution that the Company would have made to provide health insurance to the            Executive if the Executive had remained employed by the Company.                          (c)    The amounts payable under this Section 2 shall be paid or commence to            be paid within 60 days after the Date of Termination; provided, however, that if the 60-day            period begins in one calendar year and ends in a second calendar year, such payment shall be            paid in the second calendar year by the last day of such 60-day period.                   3.    Change in Control Severance Benefits.  The provisions of this Section 3 are            intended to assure and encourage in advance the Executive’s continued attention and dedication            to his or her assigned duties and his or her objectivity during the pendency and after the            occurrence of a Change in Control.  These provisions shall apply in lieu of, and expressly            supersede, the provisions of Section 2 regarding severance pay and benefits upon a termination            of employment, if such termination of employment occurs within 3 months before or 12 months            after the occurrence of the first event constituting a Change in Control.  These provisions shall            terminate and be of no further force or effect beginning 12 months after the occurrence of a            Change in Control (provided that any obligation to satisfy payment obligations thereafter shall            remain in effect until all such payments are made).                         (a)   Change in Control Benefits.  If, during the Term, upon or within 3 months            before or 12 months after a Change in Control, the Executive’s employment is terminated by the            Company for any reason other than for Cause, Disability or death, or if the Executive terminates            his or her employment for Good Reason (each a “Terminating Event”), then, subject to the            signing of the Separation Agreement and Release by the Executive and the Separation            Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination:                                (i)   the Company shall pay the Executive a lump sum in cash in an                  amount equal to twelve (12) months of the Executive’s base salary in effect on the date of                  the Terminating Event (or the Executive’s annual base salary in effect immediately prior                  to the Change in Control, if higher);                               (ii)  all equity awards held by the Executive shall immediately                  accelerate and become fully vested, exercisable (if applicable) and nonforfeitable;                                (iii) if the Executive was participating in the Company’s group health                  plan immediately prior to the Date of Termination and elects COBRA health              





 






DocuSign Envelope ID: 45187948-0B79-4E38-8DE3-FD452806D736                               continuation, then the Company shall pay to the Executive a monthly cash payment for                  12 months or the Executive’s COBRA health continuation period, whichever ends earlier,                  in an amount equal to the monthly employer contribution that the Company would have                  made to provide health insurance to the Executive if the Executive had remained                  employed by the Company; and                               (iv)  the amounts payable under this Section 3(a) shall be paid or                  commence to be paid within 60 days after the Date of Termination; provided, however,                  that if the 60-day period begins in one calendar year and ends in a second calendar year,                  such payment shall be paid in the second calendar year by the last day of such 60-day                  period.                   4.    Additional Limitation under Section 280G.                           (a)   Anything in this Agreement to the contrary notwithstanding, in the event            that the amount of any compensation, payment or distribution by the Company to or for the            benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the            terms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the            Internal Revenue Code of 1986, as amended (the “Code”), and the applicable regulations            thereunder (the “Aggregate Payments”), would be subject to the excise tax imposed by Section            4999 of the Code, then the Aggregate Payments shall be reduced (but not below zero) so that the            sum of all of the Aggregate Payments shall be $1.00 less than the amount at which the Executive            becomes subject to the excise tax imposed by Section 4999 of the Code; provided that such            reduction shall only occur if it would result in the Executive receiving a higher After Tax            Amount (as defined below) than the Executive would receive if the Aggregate Payments were            not subject to such reduction.  In such event, the Aggregate Payments shall be reduced in the            following order, in each case, in reverse chronological order beginning with the Aggregate            Payments that are to be paid the furthest in time from consummation of the transaction that is            subject to Section 280G of the Code:  (1) cash payments not subject to Section 409A of the            Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and            acceleration; and (4) non-cash forms of benefits; provided that in the case of all the foregoing            Aggregate Payments all amounts or payments that are not subject to calculation under Treas.            Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to            calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c).                         (b)   For purposes of this Section 4, the “After Tax Amount” means the amount            of the Aggregate Payments less all federal, state, and local income, excise and employment taxes            imposed on the Executive as a result of the Executive’s receipt of the Aggregate Payments.  For            purposes of determining the After Tax Amount, the Executive shall be deemed to pay federal            income taxes at the highest marginal rate of federal income taxation applicable to individuals for            the calendar year in which the determination is to be made, and state and local income taxes at            the highest marginal rates of individual taxation in each applicable state and locality, net of the            maximum reduction in federal income taxes which could be obtained from deduction of such            state and local taxes.                





 






DocuSign Envelope ID: 45187948-0B79-4E38-8DE3-FD452806D736                                     (c)   The determination as to whether a reduction in the Aggregate Payments            shall be made pursuant to Section 4(a) shall be made by a nationally recognized accounting firm            selected by the Company (the “Accounting Firm”) with the Executive’s consent, which will not            be unreasonably withheld.  The Accounting Firm shall provide detailed supporting calculations            both to the Company and the Executive within 15 business days of the Date of Termination, if            applicable, or at such earlier time as is reasonably requested by the Company or the Executive.             Any determination by the Accounting Firm shall be binding upon the Company and the            Executive.                   5.    Definitions.  For purposes hereof, the following terms shall have the meanings set            forth below:                         (a)   “Cause” shall mean:                               (i)   the Executive’s material act of misconduct in connection with the                  performance of the Executive’s duties to the Company; or                               (ii)  the Executive’s commission of any felony or a misdemeanor                  involving moral turpitude, deceit, dishonesty or fraud, or any conduct that would                  reasonably be expected to result in material injury or reputational harm to the Company                  or any of its subsidiaries or affiliates if the Executive were retained in the Executive’s                  position; or                                (iii) the Executive’s continued non-performance of the Executive’s                  duties to the Company 30 days following written notice thereof from the Company; or                               (iv)  the Executive’s breach of any material provisions of any written                  agreement between the Executive and the Company, including without limitation, the                  Proprietary Information and Invention Assignment Agreement; or                               (v)   the Executive’s material violation of the Company’s written                  employment policies; or                               (vi)  the Executive’s failure to cooperate with a bona fide internal                  investigation or an investigation by regulatory or law enforcement authorities, after being                  instructed by the Company to cooperate.                          (b)   “Change in Control” shall mean any of the following:                               (i)   any “person,” as such term is used in Sections 13(d) and 14(d) of                  the Securities Exchange Act of 1934, as amended (the “Act”) (other than the Company,                  any of its subsidiaries, or any trustee, fiduciary or other person or entity holding securities                  under any employee benefit plan or trust of the Company or any of its subsidiaries),                  together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2                  under the Act) of such person, shall become the “beneficial owner” (as such term is                  defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company                  representing 50 percent or more of the combined voting power of the Company’s then              





 






DocuSign Envelope ID: 45187948-0B79-4E38-8DE3-FD452806D736                               outstanding securities having the right to vote in an election of the Board (“Voting                  Securities”) (in such case other than as a result of an acquisition of securities directly                  from the Company); or                                (ii)  the consummation of (A) any consolidation or merger of the                  Company where the stockholders of the Company, immediately prior to the consolidation                  or merger, would not, immediately after the consolidation or merger, beneficially own (as                  such term is defined in Rule 13d-3 under the Act), directly or indirectly, shares                  representing in the aggregate more than 50 percent of the voting shares of the Company                  issuing cash or securities in the consolidation or merger (or of its ultimate parent                  corporation, if any), or (B) any sale or other transfer (in one transaction or a series of                  transactions contemplated or arranged by any party as a single plan) of all or substantially                  all of the assets of the Company.                         Notwithstanding the foregoing, a “Change in Control” shall not be deemed to            have occurred for purposes of the foregoing clause (b)(i) solely as the result of an acquisition of            securities by the Company that, by reducing the number of shares of Voting Securities            outstanding, increases the proportionate number of shares of Voting Securities beneficially            owned by any person to 50 percent or more of the combined voting power of all then outstanding            Voting Securities; provided, however, that if any person referred to in this sentence shall            thereafter become the beneficial owner of any additional shares of Voting Securities (other than            pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of            securities directly from the Company) and immediately thereafter beneficially owns 50 percent            or more of the combined voting power of all then outstanding Voting Securities, then a “Change            in Control” shall be deemed to have occurred for purposes of the foregoing clause (b)(i).                           (c)   “Date of Termination” shall mean: (i) if the Executive’s employment is            terminated by the Company without Cause, the date set forth on the Notice of Termination; and            (ii) if the Executive’s employment is terminated by the Executive with Good Reason, the date set            forth on the Notice of Termination after the end of the Cure Period. Notwithstanding the            foregoing, in the event that the Executive gives a Notice of Termination to the Company, the            Company may unilaterally accelerate the Date of Termination and such acceleration shall not            result in a separate termination by the Company for purposes of this Agreement.                         (d)   “Disability” shall mean that if, as a result of the Executive’s incapacity            due to physical or mental illness, the Executive shall have been absent from his or her duties to            the Company on a full-time basis for 180 calendar days in the aggregate in any 12 month period.                         (e)   “Good Reason” shall mean the Executive has complied with the “Good            Reason Process” (hereinafter defined) following the occurrence of any of the following events            without the Executive’s consent:                               (i)   a material reduction in the Executive’s base salary except for                  across-the-board salary reductions based on the Company’s financial performance                  similarly affecting all or substantially all senior management employees of the Company;                  or              





 






DocuSign Envelope ID: 45187948-0B79-4E38-8DE3-FD452806D736                                           (ii)  a material diminution in the Executive’s authority, duties, or                  responsibilities; or                                (iii) a material diminution in the authority, duties, or responsibilities of                  the supervisor to whom the Executive is required to report; or                                (iv)  a change of more than 50 miles in the geographic location in which                  the Executive must perform services for the Company.                         (f)   “Good Reason Process” shall mean that (1) the Executive reasonably            determines in good faith that a “Good Reason” condition has occurred; (2) the Executive notifies            the Company in writing of the first occurrence of the Good Reason condition within 45 days of            the first occurrence of such condition; (3) the Executive cooperates in good faith with the            Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”),            to remedy the condition; (4) notwithstanding such efforts, the Good Reason condition continues            to exist; and (5) the Executive terminates his or her employment within 60 days after the end of            the Cure Period.  If the Company cures the Good Reason condition during the Cure Period, Good            Reason shall be deemed not to have occurred.                         (g)   “Notice of Termination” shall mean a notice which shall indicate the            specific termination provision in this Agreement relied upon.  Any termination of the            Executive’s employment by the Company or any such termination by the Executive hereunder            shall be communicated by written Notice of Termination to the other party hereto.                     6.    Executive’s Covenant. The Executive has entered into a Proprietary Information            and Invention Assignment Agreement with the Company dated on or before the Executive’s            commencement of employment with the Company (the “Restrictive Covenant Agreement”),            which is incorporated herein by reference and survives the termination or expiration of this            Agreement.  In consideration of the benefits received under this Agreement, the Executive            hereby reconfirms his or her obligations under the Restrictive Covenant Agreement in all            respects, and understands that violation of the Executive’s obligations under the Restrictive            Covenant Agreement will result in forfeiture of severance benefits under this Agreement.  The            Executive understands that nothing contained in this Agreement or any other agreement limits            the Executive’s ability to communicate with any federal, state or local governmental agency or            commission, including to provide documents or other information to a governmental agency,            without notice to the Company.  The Executive also understands that nothing in this Agreement            or any other agreement limits the Executive’s ability to share compensation information            concerning the Executive or others, except that this does not permit the Executive to disclose            compensation information concerning others that the Executive obtains because the Executive’s            job responsibilities require or allow access to such information. The Executive understands that            pursuant to the federal Defend Trade Secrets Act of 2016, the Executive shall not be held            criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade            secret that (a) is made (i) in confidence to a federal, state, or local government official, either            directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or            investigating a suspected violation of law; or (b) is made in a complaint or other document filed            in a lawsuit or other proceeding, if such filing is made under seal.              





 






DocuSign Envelope ID: 45187948-0B79-4E38-8DE3-FD452806D736                               7.    Termination. This Agreement shall terminate upon the earliest of (a) the            termination by the Company of the employment of the Executive for Cause or the failure by the            Executive to perform his or her full-time duties with the Company by reason of his or her death            or Disability, (b) the resignation or termination of the Executive’s employment by the Executive            without Good Reason, or (c) at the end of the then current Term following delivery of a notice of            non-renewal under Section 1(b) herein (subject to the terms of such Section 1(b)).                   8.    Section 409A.                         (a)   Anything in this Agreement to the contrary notwithstanding, if at the time            of the Executive’s separation from service within the meaning of Section 409A of the Code, the            Company determines that the Executive is a “specified employee” within the meaning of Section            409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive            becomes entitled to under this Agreement on account of the Executive’s separation from service            would be considered deferred compensation otherwise subject to the 20 percent additional tax            imposed pursuant to Section 409A(a) of the Code as a result of the application of Section            409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be            provided until the date that is the earlier of (A) six months and one day after the Executive’s            separation from service, or (B) the Executive’s death.  If any such delayed cash payment is            otherwise payable on an installment basis, the first payment shall include a catch-up payment            covering amounts that would otherwise have been paid during the six-month period but for the            application of this provision, and the balance of the installments shall be payable in accordance            with their original schedule.                         (b)   All in-kind benefits provided and expenses eligible for reimbursement            under this Agreement shall be provided by the Company or incurred by the Executive during the            time periods set forth in this Agreement.  All reimbursements shall be paid as soon as            administratively practicable, but in no event shall any reimbursement be paid after the last day of            the taxable year following the taxable year in which the expense was incurred.  The amount of            in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect            the in-kind benefits to be provided or the expenses eligible for reimbursement in any other            taxable year (except for any lifetime or other aggregate limitation applicable to medical            expenses).  Such right to reimbursement or in-kind benefits is not subject to liquidation or            exchange for another benefit.                         (c)   To the extent that any payment or benefit described in this Agreement            constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the            extent that such payment or benefit is payable upon the Executive’s termination of employment,            then such payments or benefits shall be payable only upon the Executive’s “separation from            service.”  The determination of whether and when a separation from service has occurred shall            be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-           1(h).                          (d)   The parties intend that this Agreement will be administered in accordance            with Section 409A of the Code.  To the extent that any provision of this Agreement is ambiguous            as to its compliance with Section 409A of the Code, the provision shall be read in such a manner              





 






DocuSign Envelope ID: 45187948-0B79-4E38-8DE3-FD452806D736                         so that all payments hereunder comply with Section 409A of the Code.  Each payment pursuant            to this Agreement is intended to constitute a separate payment for purposes of Treasury            Regulation Section 1.409A-2(b)(2).  The parties agree that this Agreement may be amended, as            reasonably requested by either party, and as may be necessary to fully comply with Section 409A            of the Code and all related rules and regulations in order to preserve the payments and benefits            provided hereunder without additional cost to either party.                          (e)   The Company makes no representation or warranty and shall have no            liability to the Executive or any other person if any provisions of this Agreement are determined            to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an            exemption from, or the conditions of, such Section.                   9.    Litigation and Regulatory Cooperation.  During and after the Executive’s            employment, the Executive shall cooperate fully with the Company in the defense or prosecution            of any claims or actions now in existence or which may be brought in the future against or on            behalf of the Company which relate to events or occurrences that transpired while the Executive            was employed by the Company.  The Executive’s full cooperation in connection with such            claims or actions shall include, but not be limited to, being available to meet with counsel to            prepare for discovery or trial and to act as a witness on behalf of the Company at mutually            convenient times. During and after the Executive’s employment, the Executive also shall            cooperate fully with the Company in connection with any investigation or review of any federal,            state or local regulatory authority as any such investigation or review relates to events or            occurrences that transpired while the Executive was employed by the Company.  Any            cooperation pursuant to this Section 9 is subject to the Company’s obligation to reimburse the            Executive for any reasonable expenses incurred during activities performed at the Company’s            request pursuant to this Section 9, subject to the same standards and procedures as apply to            business expense reimbursements pursuant to the Company’s Travel and Expense reimbursement            policy.                    10.   Arbitration of Disputes. Any controversy or claim arising out of or relating to this            Agreement or the breach thereof or otherwise arising out of the Executive’s employment or the            termination of that employment (including, without limitation, any claims of unlawful            employment discrimination whether based on age or otherwise and any other claims based on            any statute) shall, to the fullest extent permitted by law, be settled by arbitration in any forum            and form agreed upon by the parties or, in the absence of such an agreement, under the auspices            of the American Arbitration Association (“AAA”) in San Francisco, California in accordance            with the Employment Arbitration Rules of the AAA, including, but not limited to, the rules and            procedures applicable to the selection of arbitrators.  In the event that any person or entity other            than the Executive or the Company may be a party with regard to any such controversy or claim,            such controversy or claim shall be submitted to arbitration subject to such other person or            entity’s agreement. Judgment upon the award rendered by the arbitrator may be entered in any            court having jurisdiction thereof.  This Section 10 shall be specifically enforceable.            Notwithstanding the foregoing, this Section 10 shall not preclude either party from pursuing a            court action for the sole purpose of obtaining a temporary restraining order or a preliminary            injunction in circumstances in which such relief is appropriate; provided that any other relief            shall be pursued through an arbitration proceeding pursuant to this Section 10.               





 






DocuSign Envelope ID: 45187948-0B79-4E38-8DE3-FD452806D736                               11.   Consent to Jurisdiction. To the extent that any court action is permitted consistent            with or to enforce Section 10 of this Agreement, the parties hereby consent to the jurisdiction of            the Superior Court of the State of California and the United States District Court for the Northern            District of California. Accordingly, with respect to any such court action, the Executive (a)            submits to the personal jurisdiction of such courts; (b) consents to service of process; and (c)            waives any other requirement (whether imposed by statute, rule of court, or otherwise) with            respect to personal jurisdiction or service of process.                     12.   Integration.  This Agreement, together with the additional agreements referred to            herein, constitute the entire agreement between the parties with respect to the subject matter            hereof and supersedes all prior agreements between the parties concerning such subject matter,            including, without limitation, the provisions of the Employment Offer Letter, dated as of July 17,            2017, by and between the Executive and the Company, regarding the acceleration of the            Executive’s option award.                   13.   Effect on Other Plans.  An election by the Executive to resign for Good Reason            under the provisions of this Agreement shall not be deemed a voluntary termination of            employment by the Executive for the purpose of interpreting the provisions of any of the            Company’s benefit plans, programs or policies.  Nothing in this Agreement shall be construed to            limit the rights of the Executive under the Company’s benefit plans, programs or policies except            that the Executive shall have no rights to any severance benefits under any Company severance            pay plan.                   14.   Withholding.  All payments made by the Company to the Executive under this            Agreement shall be net of any tax or other amounts required to be withheld by the Company            under applicable law.                   15.   Successor to the Executive.  This Agreement shall inure to the benefit of and be            enforceable by the Executive’s personal representatives, executors, administrators, heirs,            distributees, devisees and legatees.                     16.   Enforceability.  If any portion or provision of this Agreement (including, without            limitation, any portion or provision of any section of this Agreement) shall to any extent be            declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this            Agreement, or the application of such portion or provision in circumstances other than those as            to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion            and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by            law.                   17.   Survival.  The provisions of this Agreement shall survive the termination of this            Agreement and/or the termination of the Executive’s employment to the extent necessary to            effectuate the terms contained herein.                   18.   Waiver.  No waiver of any provision hereof shall be effective unless made in            writing and signed by the waiving party.  The failure of any party to require the performance of            any term or obligation of this Agreement, or the waiver by any party of any breach of this               





 






DocuSign Envelope ID: 45187948-0B79-4E38-8DE3-FD452806D736                         Agreement, shall not prevent any subsequent enforcement of such term or obligation or be            deemed a waiver of any subsequent breach.                   19.   Notices.  Any notices, requests, demands and other communications provided for            by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally            recognized overnight courier service or by registered or certified mail, postage prepaid, return            receipt requested, to the Executive at the last address the Executive has filed in writing with the            Company or, in the case of the Company, at its main offices, attention of the Chief Executive            Officer.                   20.   Amendment.  This Agreement may be amended or modified only by a written            instrument signed by the Executive and by a duly authorized representative of the Company.                   21.   Governing Law.  This is a California contract and shall be construed under and be            governed in all respects by the laws of the State of California, without giving effect to the            conflict of laws principles of such State.                       22.   Counterparts.  This Agreement may be executed in any number of counterparts,            each of which when so executed and delivered shall be taken to be an original; but such            counterparts shall together constitute one and the same document.                   23.   Successor to Company.  The Company shall require any successor (whether direct            or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the            business or assets of the Company expressly to assume and agree to perform this Agreement to            the same extent that the Company would be required to perform it if no succession had taken            place.  Failure of the Company to obtain an assumption of this Agreement at or prior to the            effectiveness of any succession shall be a material breach of this Agreement.                   24.   Gender Neutral.  Wherever used herein, a pronoun in the masculine gender shall            be considered as including the feminine gender unless the context clearly indicates otherwise.                                                                     [Signature Page Follows]                                                                       





 






DocuSign Envelope ID: 45187948-0B79-4E38-8DE3-FD452806D736                               IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument by            the Company by its duly authorized officer, and by the Executive, as of the date first above            written.                                                    EVENTBRITE, INC.                                                     By:                                                                                          Julia Hartz                                                      Chief Executive Officer                                                                                                           Executive                                                                                        





 






DocuSign Envelope ID: 45187948-0B79-4E38-8DE3-FD452806D736                                                     DISPUTE RESOLUTION AGREEMENT (US ONLY)                            This  Dispute  Resolution  Agreement  is  a  contract  and  covers important  issues  relating  to  your              employment 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                        This Agreement applies to any dispute arising out of or related to your employment with Eventbrite, Inc. or              one of its affiliates, successor, subsidiaries or parent companies (collectively, "Eventbrite") or termination              of  employment  and  survives  after  the  employment  relationship  terminates.  Nothing  contained  in  this              Agreement  shall  be  construed  to  prevent  or  excuse  you  (individually  or  in  concert  with  others)  or              Eventbrite from  utilizing  Eventbrite’s  existing  internal  procedures  for  resolution  of  complaints,  and  this              Agreement is not intended to be a substitute for such procedures.                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.                  Except as it otherwise provides, this Agreement also applies, without limitation, to disputes arising out of              or  related  to  the  employment  relationship,  trade secrets,  unfair  competition, compensation,  breaks  and              rest  periods,  termination,  discrimination  or  harassment  and  claims  arising  under  the  Uniform  Trade              Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment              Act,  Family  Medical  Leave  Act,  Fair  Labor  Standards  Act,  Employee  Retirement  Income  Security  Act              (except for claims for employee benefits under any benefit plan sponsored by Eventbrite and (a) covered              by  the  Employee  Retirement  Income  Security  Act  of  1974  or  (b)  funded  by  insurance),  Genetic              Information  Nondiscrimination  Act,  and  state  statutes,  if  any,  addressing  the  same  or  similar  subject              matters, and all other state statutory and common law claims.                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                 





 






DocuSign Envelope ID: 45187948-0B79-4E38-8DE3-FD452806D736                             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 a court of competent jurisdiction with authority over the              location  where  the arbitration  will  be conducted  for  appointment  of  a neutral  Arbitrator.  The  court  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 no more than 45 miles from the place where you last worked for Eventbrite, 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 to              Eventbrite’s Legal Department at Eventbrite’s then current registered address for the service of process in              California. The arbitrator shall 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               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.  At a party’s request or on the Arbitrator’s own initiative, the              Arbitrator may subpoena witnesses or documents for discovery purposes or for the arbitration hearing.               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.                Although  you  will  not  be  retaliated  against,  disciplined  or  threatened  with  discipline  as  a  result  of              exercising your rights under Section 7 of the National Labor Relations Act by the filing of or participation              in a class action in any forum, Eventbrite may lawfully seek enforcement of this Agreement and the Class              Action Waiver under the Federal Arbitration Act and seek dismissal of such class action or claim.                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                 





 






DocuSign Envelope ID: 45187948-0B79-4E38-8DE3-FD452806D736                             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.               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. Except as may              be  permitted or  required  by  law,  as  determined by  the Arbitrator,  neither  a party  nor  an  Arbitrator  may              disclose the existence, content, or results of any arbitration hereunder without the prior written consent of              all parties. A court of competent jurisdiction shall have the authority to enter a judgment upon the award              made pursuant to the arbitration.                9. Your Right To Opt Out Of Arbitration               Arbitration is not a mandatory condition of your employment at Eventbrite, and therefore you may              submit  a form  stating  that  you  wish  to  opt  out  and  not  be subject  to  this  Agreement. You  must              submit  a  signed  and  dated  statement  on  a  "Dispute  Resolution  Agreement  Opt  Out  Form"  ("Form"),  a              copy of which is attached to this Agreement and can also be obtained from hr@eventbrite.com.  In order              to be effective, the signed and dated Form must be returned to Eventbrite, either (i) by Certified U.S. Mail              addressed  to  Eventbrite  Inc.,  155  5th Street,  San  Francisco,  CA  94103,  Attn:  HR,  or  (ii)  by  email  with              confirmation  of  delivery  to hr@eventbrite.com,  in  each  case  within  30  days  of  your  signing  of  this              Agreement.  If  you  timely  opt  out  as  provided  in  this  paragraph  you  will  not  be  subject  to  any  adverse              employment action as a consequence of that decision and may pursue available legal remedies without              regard to this Agreement. Should you not opt out of this Agreement within 30 days of your signing of this              Agreement, continuing your employment after execution of this Agreement constitutes mutual acceptance              of the terms of this Agreement by you and Eventbrite and binding arbitration will be the sole method by              which disputes between you and Eventbrite are resolved, except to the extent set forth herein. You have              the right to consult with counsel of your choice concerning this Agreement.               10. Non-Retaliation               It is against Eventbrite policy for any employee to be subject to retaliation if he or she exercises his or her              right  to  assert  claims  under  this  Agreement.  If  you  believe  that  you  have  been  retaliated  against  by              anyone at Eventbrite, you should immediately report this to hr@eventbrite.com.               11. 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.  I further acknowledge that I have read and                





 






DocuSign Envelope ID: 45187948-0B79-4E38-8DE3-FD452806D736                             understood my right to opt out of this Agreement, as set forth in Paragraph 9 above.                 AGREED:               EMPLOYEE NAME PRINTED         ______________________________________Brian Irving                               EMPLOYEE SIGNATURE            ______________________________________                              Date:                         ________________________________2017-12-29                                                                





 






DocuSign Envelope ID: 45187948-0B79-4E38-8DE3-FD452806D736                                                                  DISPUTE RESOLUTION AGREEMENT OPT OUT FORM                              I  have  reviewed the  Dispute  Resolution  Agreement.  I  elect  to  opt  out  of  the  Dispute  Resolution              Agreement.  I  understand  that  there  will  be  no  adverse  employment  action  taken  against me  as  a              consequence of that decision. I understand that this signed Dispute Resolution Agreement Opt Out Form              must be returned in a timely fashion, as provided in the Dispute Resolution Agreement. The date of its              return  will  be  determined  by  the  date  of  the  postmark  on  the  envelope  in  which  the  form  is              mailed. Alternatively, I may email the form to the email address indicated below, and the date of return              will be determined by the date delivery of such email is confirmed.  By timely returning this signed Dispute              Resolution Agreement Opt Out Form, I understand that the Dispute Resolution Agreement will not apply              to me.                                Date of Signature: _______________                             Employee Signature: _______________                            Employee Name Printed: _______________________                              This Dispute Resolution Agreement Opt Out Form may be returned to the Human Resources Department              either:               (1) via Certified U.S. Mail  addressed to Eventbrite Inc., 155 5th Street, San Francisco, CA 94103, Attn:              HR; OR               (2) via email to hr@eventbrite.com.                                                                                                                                                                               





 






DocuSign Envelope ID: 45187948-0B79-4E38-8DE3-FD452806D736