a1027samanthaharnettvpge






DocuSign Envelope ID: 81E02298-6229-45D8-A384-91FBC2DDBD5A                                                                155 5th Street            San Francisco, CA 94103                        CONFIDENTIAL INFORMATION                                    ______________October 26, 2015           Samantha  Harnett           ____________________________            ____________________125 Palm Dr. ________            ____________________Piedmont, CA 94610 ________                                    Re: Employment Offer Letter                            Samantha Harnett           Dear ________________________,                         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:         ______________________________VP, General Counsel                                           Reporting To:     ______________________________Chief Financial Officer                                                               275,000 per annum           Base Salary:                 $_______________                                          Stock Options:          ___________________185,000                                                              November 10, 2015           Start Date:             ___________________                        This offer is contingent upon reference checks, background checks, if any, 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  





 






DocuSign Envelope ID: 81E02298-6229-45D8-A384-91FBC2DDBD5A             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.                                (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.                              5.    Option to Purchase Common Stock.                                      (a)  General.  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.                                      (b)  Acceleration.  In the event that your employment with the Company is terminated by            the Company without Cause (as defined below) or you resign your employment for Good Reason (as            defined below), in each case within 12 months following a Change in Control (as defined below), then,            the remaining unvested Shares subject to the Option will accelerate such that 50% of such remaining            unvested Shares will become vested on the date of such termination.                                    (c)  Definitions.                                      For purposes of this Agreement, “Change in Control” shall mean (i) the consummation of            a merger or consolidation of the Company with or into another entity or (ii) sale of all or substantially all            of the Company’s assets to an unaffiliated third party.  The foregoing notwithstanding, the following shall            not constitute a Change in Control, (A) a merger or consolidation of the Company, where, immediately            after the merger or consolidation a majority of the voting power of the capital stock of the continuing or            surviving entity, or any direct or indirect parent corporation of the continuing or surviving entity, will be            owned by the persons who were the Company’s stockholders immediately prior to the merger or            consolidation in substantially the same proportions as their ownership of the voting power of the            Company’s capital stock immediately prior to the merger or consolidation, (B) an issuance of the            Company’s capital stock for capital raising purposes, (C) the sale of the Company’s capital stock by the            Company and/or its stockholders in connection with its initial public offering or as part of Company            directed secondary liquidity programs, and (D) a merger effected solely for purposes of reincorporating            the Company.                                      For purposes of this Agreement, “Cause” shall mean (i) your material act of misconduct            in connection with the performance of your duties to the Company, including, without limitation,            misappropriation of funds or property of the Company or any of its subsidiaries or affiliates; (ii) your                                                    2  





 






DocuSign Envelope ID: 81E02298-6229-45D8-A384-91FBC2DDBD5A             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 you were retained in your position; (iii) your continued            non-performance of your duties to the Company 30 days following written notice thereof from the            Company; (iv) your breach of any material  provisions of any written agreement between you and the            Company, including without limitation, the Proprietary Information and Invention Assignment            Agreement; (v) your material violation of the Company’s written employment policies; or (vi) your            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.                                    For purposes of this Agreement, “Good Reason” shall mean the following actions by the            Company without your consent, which the Company fails to cure within 30 days following written notice            thereof from you and which notice is sent by you within 45 days following the occurrence of such action:            (i) a reduction of your base salary of greater than 25%; (ii) a material diminution in your authority, duties,            or responsibilities; (iii) a material diminution in the authority, duties, or responsibilities of the supervisor            to whom you are required to report; or (iv) a change of more than 50 miles in the geographic location at            which you must perform services for the Company.  If the Company fails to cure the condition within the            30 day cure period, you must resign employment within 60 days of the end of such cure period in order            for such termination to be with “Good Reason”.                              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            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.                                                                   3  





 






DocuSign Envelope ID: 81E02298-6229-45D8-A384-91FBC2DDBD5A                               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 _______________Wednesday, October______ 28 _ 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, 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,                                                                  Kevin Hartz, CEO                        Agreed and Accepted:                                                                 2015-10-26            ___________________________         ______________________             Samantha      Harnett                     Date                                                                Enclosures:   Proprietary Information and Invention Assignment Agreement; Arbitration Agreement;            Handbook                                                    4  





 






DocuSign Envelope ID: 81E02298-6229-45D8-A384-91FBC2DDBD5A                                              EMPLOYEE                             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, “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 Company.  In return for my            new or continued employment by 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            Company as a consultant or independent contractor.                   2. Information Systems.  I recognize and agree that I have no expectation of privacy with            respect to 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.  My employment creates a relationship of confidence and trust            between Company and me with respect to any information:                         (a) Applicable or relevant to the business of Company; or                         (b) Applicable or relevant to the business of any third party, which may be made known            to me by Company or by any third party, or learned by me in the context of my employment.                   All of such information has commercial value in the business in which Company is engaged and            is hereinafter called “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, trade secret, and proprietary information, techniques, sketches,            drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software            programs, software source documents, and formulae related to the current, future and proposed products            and services of 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, business forecasts,            sales and merchandising, marketing plans and information, and information regarding other employees.                     4. Nondisclosure of Proprietary Information.  All Proprietary Information is the sole property of            Company, its assigns, and/or third parties who provided it to Company, as applicable, and 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 Company any rights I may have            or acquire in such Proprietary Information.  At all times, both during my employment by Company and            after its termination, I will keep in 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            Company, except as may be necessary in the ordinary course of performing my duties as an employee of            Company.  Notwithstanding the foregoing, it is understood that, (a) this Agreement does not restrict my            use of information which is generally known in 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                                                    5  





 






DocuSign Envelope ID: 81E02298-6229-45D8-A384-91FBC2DDBD5A             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 Company of such proceedings giving it an adequate            chance to do the same.                     5. Return of Materials.  Upon termination of my employment or at the request of Company from            time to time before termination, I will deliver to Company all written and tangible material in my            possession incorporating the Proprietary Information or otherwise relating to Company’s business.                   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, maskworks, trademarks, formulae, processes, manufacturing            techniques, trade secrets, ideas, artwork, software or other copyrightable or patentable works.  To the            extent allowed by applicable law, for the 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 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 Company.                   7. Disclosure of Prior Inventions.  I have identified on Attachment A (“Prior Inventions”)            attached hereto all Inventions relating in any way to Company’s business or proposed business which            were made by me prior to my employment with 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 Company, and I hereby assign and agree to assign to 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 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            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 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 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                                                    6  





 






DocuSign Envelope ID: 81E02298-6229-45D8-A384-91FBC2DDBD5A             Inventions hereby assigned or licensed to 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, maskworks or other legal proceedings.                         (b) In the event that 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 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, maskworks 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 Company does not and will not breach any agreement to keep in confidence            proprietary information, knowledge or data acquired by me prior to my employment with Company, and I            will not disclose to Company, use in the course of my employment, or induce 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 Company, (b) does not in any            way restrict my right or the right of 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 Company, and (d) is binding upon my            heirs and legal representatives.                   12. Nonassignable Inventions.  Notwithstanding any provision of this Agreement to the contrary,            this Agreement does not apply to any Invention that qualifies fully as a nonassignable 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 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 Company as to whether or not the Inventions should be the            property of Company.  Any such information will be received in confidence by Company.                   13. No Solicitation.  During the term of my employment with Company and for a period of            one (1) year thereafter, I will not solicit, encourage, or cause others to solicit or encourage any employees            of Company to terminate their employment with Company.                   14. No Competition.  I agree that during the term of my employment with 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 Company, and I will not assist any other person or            organization in competing or in preparing to compete with any business or demonstrably anticipated            business of Company.                   15. 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.                                                    7  





 






DocuSign Envelope ID: 81E02298-6229-45D8-A384-91FBC2DDBD5A                   16. Injunctive Relief.  A breach of any of the promises or agreements contained herein will result            in irreparable and continuing damage to Company for which there will be no adequate remedy at law, and            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.                   17. 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.                   18. 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.                   19. 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.                     20. Waiver; Delay.  The waiver by 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            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.                   21. Assignment.  This Agreement is fully assignable by Company, but any purported assignment            of rights or delegation of duties under this Agreement by me is void and of no force and effect.                   22. Entire Agreement.  This Agreement, together with my offer letter agreement to which this            Agreement was attached, represents my entire understanding with 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 Company and            me.  No oral waiver, amendment or modification shall be effective under any circumstances whatsoever.                                                                                         8  





 






DocuSign Envelope ID: 81E02298-6229-45D8-A384-91FBC2DDBD5A                                      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.                                                                                                       ______________________________                                                                                                            Samantha Harnett                                                  Name:_______________________________                                                                                                      Address: ____________________________125 Palm Dr. _____                                                                  ____________________________Piedmont, CA 94610 _____                                                                                                             2015-10-26                                                   Dated: _________________                                                            Accepted and Agreed:                        Eventbrite            155 5th Street            San Francisco, CA 94103                                                               By:                                                                                                                                                                                                               _______________________                        Kevin Hartz                        Title:   Chief Executive Officer                        Dated: _________________October 26, 2015                                                     9  





 






DocuSign Envelope ID: 81E02298-6229-45D8-A384-91FBC2DDBD5A                                                          Attachment A                                                      PRIOR INVENTIONS                                 N/A                                                                                                                                                                                                                                               ________            Employee             Initials                                                                                           





 






DocuSign Envelope ID: 81E02298-6229-45D8-A384-91FBC2DDBD5A                                                                                                                                                                                                      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.