ex1028debsharkeyofferlet






DocuSign Envelope ID: AD18AD3F-DDC2-42F9-B389-221386240FCF                                                                                           155 5th Street            San Francisco, CA 94103                        CONFIDENTIAL INFORMATION                                    November 5, 2018                        Deborah Sharkey            203 Los Palmos Drive N            San Francisco, CA 94127                                    Re: Employment Offer Letter                        Dear Deborah,                         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 Commercial Officer                                          Reporting To:     Chief Executive Officer                                          Base Salary:                 $400,000 USD per annum                                          Retention Bonus:  $45,000 USD                                          Equity Award Value $3,500,000 USD                                                Start Date:           November 27, 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  





 






DocuSign Envelope ID: AD18AD3F-DDC2-42F9-B389-221386240FCF                         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) Bonus. You  will be eligible to participate in the Company’s Executive Bonus Plan as            approved by the Company’s Board of Directors for 2019.                                  (c) 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.                              (d) Retention Bonus.  Subject to your continued employment with the Company on the three            month anniversary of your start date, you will earn the bonus listed above.  The bonus will be paid in full,            net of all applicable withholding taxes and other deductions, on your first regular payday following the            expiration of the three-month retention period. Should your employment terminate prior to the three            month anniversary of your start date, for any reason, you will not have earned any portion of the retention            bonus.                              5.    Equity Compensation.   In connection with the commencement of your employment, the            Company will recommend that its board of directors (or a committee thereof) grant you restricted stock            units with a value of $1,750,000 (the “RSUs”), where such value will be converted into a number of            restricted stock units based on the average closing market price of the Company’s Class A common stock            over the 30-day period ending on the last day of the month immediately prior to the month of the grant            date. The Company will also recommend that its board of directors (or a committee thereof) grant you an            option to purchase shares of Eventbrite's Class A common stock (the “Option”), with a value of            $1,750,000, where such value will be converted into shares based on the grant date “fair value” as            determined in accordance with standard accounting assumptions (i.e., the black-scholes value).                               The equity compensation shall be governed by the terms and conditions of the Company’s 2018            Stock Option and Incentive Plan, as amended (“Plan”) and the Company’s Restricted Stock Unit and            Stock Options Agreements (collectively referred to herein as “RSU and Option Agreements”).  A copy of            the Plan and the form of the RSU and Option Agreements are available for your review.  The shares            underlying the RSUs and Option issued upon the settlement of the award will be subject to various rights,            restrictions and obligations, as provided in the Plan and the RSU and Option Agreements.                                 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 any way restrict your employment with the Company, and (iii) neither your                                                  2  





 






DocuSign Envelope ID: AD18AD3F-DDC2-42F9-B389-221386240FCF                         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.                                 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 November 8, 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, 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:                                                  3  





 






DocuSign Envelope ID: AD18AD3F-DDC2-42F9-B389-221386240FCF                                                                 2018-11-08           ___________________________         ______________________             Deborah      Sharkey                              Date                                                                Enclosures:   Proprietary Information and Invention Assignment Agreement; Arbitration Agreement                                                                                        4  





 






DocuSign Envelope ID: AD18AD3F-DDC2-42F9-B389-221386240FCF                                           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                                                   5  





 






DocuSign Envelope ID: AD18AD3F-DDC2-42F9-B389-221386240FCF                         claim before any agency in order to fulfill the party's obligation to exhaust administrative remedies before            making a claim in arbitration.              3. Selecting The Arbitrator             The neutral  Arbitrator  shall  be  selected  by  mutual  agreement  of  you  and  Eventbrite.  Unless  you  and            Eventbrite mutually agree otherwise, the Arbitrator shall be an attorney licensed to practice in the location            where  the  arbitration  proceeding  will  be  conducted  or  a  retired  federal  or  state  judicial  officer  who            presided in the jurisdiction where the arbitration will be conducted. If for any reason the parties cannot            agree to an Arbitrator, either party may apply to 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.                                                   6  





 






DocuSign Envelope ID: AD18AD3F-DDC2-42F9-B389-221386240FCF                         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            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                                                    7  





 






DocuSign Envelope ID: AD18AD3F-DDC2-42F9-B389-221386240FCF                         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            understood my right to opt out of this Agreement, as set forth in Paragraph 9 above.               AGREED:             EMPLOYEE NAME PRINTED: Deborah Sharkey                         EMPLOYEE SIGNATURE:     { }                         Date:   2018-11-08                                                                                              8  





 






DocuSign Envelope ID: AD18AD3F-DDC2-42F9-B389-221386240FCF                                         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.                                                                                         9  





 






DocuSign Envelope ID: AD18AD3F-DDC2-42F9-B389-221386240FCF                 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,            including as an intern, 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.    Nondisclosure 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 the trade or            industry  not  as  a  result  of  a  breach  of  this  Agreement  and  my  own  skill,  knowledge,  know-how  and  





 






DocuSign Envelope ID: AD18AD3F-DDC2-42F9-B389-221386240FCF             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 incorporate, or permit to be incorporated, such Prior            Inventions in any Company Inventions, products or services without Company’s prior written consent.  





 






DocuSign Envelope ID: AD18AD3F-DDC2-42F9-B389-221386240FCF                   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.   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 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.                   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  





 






DocuSign Envelope ID: AD18AD3F-DDC2-42F9-B389-221386240FCF             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.                   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.  





 






DocuSign Envelope ID: AD18AD3F-DDC2-42F9-B389-221386240FCF                   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.                                                                     Signature page follows                                                                                                                                                                                                                            I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE            OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION.  NO PROMISES  





 






DocuSign Envelope ID: AD18AD3F-DDC2-42F9-B389-221386240FCF             OR  REPRESENTATIONS  HAVE  BEEN  MADE  TO  ME  TO  INDUCE  ME  TO  SIGN  THIS            AGREEMENT.  I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY.             Accepted and Agreed:                                                Eventbrite            155 5th Street            San Francisco, CA 94103                                                                By:                                                                                                                                                                                                                                                                                        Julia Hartz, CEO            Title:   Chief Executive Officer                                                            By:____________________________________                        Name:__________________________________Deborah Sharkey                         Address:________________________________203 Los Palmos Drive San Francisco,  CA 94127                       Dated: _________________________________2018-11-08                                                                                                                                  





 






DocuSign Envelope ID: AD18AD3F-DDC2-42F9-B389-221386240FCF                                              Attachment A                                                                                             PRIOR INVENTIONS                      NA                                                                                                                                                                                                                                               ________            Employee             Initials                                      





 






DocuSign Envelope ID: AD18AD3F-DDC2-42F9-B389-221386240FCF                                                          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: AD18AD3F-DDC2-42F9-B389-221386240FCF                                              Attachment C                                                                              EVENTBRITE, INC. TERMINATION CERTIFICATION                                                                     This is to certify that Eventbrite, Inc. has previously requested the return and destruction, and I am            required  to  return and  destroy,  and  certify  that  I  have  returned  and  destroyed,  all  written  and  tangible            material  in  my  possession  incorporating  Proprietary  Information  (including  but  not  limited  to  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”)),            as defined in the Proprietary Information and Invention Assignment Agreement (“PIIAA”).                                I further certify I have complied with all the terms of the PIIAA 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.                                    Without disclosing any Proprietary Information, I agree to communicate my obligations under the            PIIAA  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.                                                                                                                                                                           After  leaving  the   Company’s   employment,   I   will   be   employed   by:              





 






DocuSign Envelope ID: AD18AD3F-DDC2-42F9-B389-221386240FCF             _____________________________________________________________________________________                        in                     the                     position                    of:                         _____________________________________________________________________________________                                    Agreed By:                                    Signature:                                      ________________________________                        Employee                   Name:                     ___________________________                        Date: _____________________________________